Successor Agent. Agent may resign as Agent upon 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower or an Event of Default exists) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent's resignation is effective, it is acting as Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this [Section 15] shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and BorrowerBorrowers (unless such notice is waived by Borrower or an Event of Default exists)Borrowers) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of BorrowerBorrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent'Agent’s resignation is effective, it is acting as Issuing LenderBank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing LenderBank or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrower,Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of BorrowerBorrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent"“Agent” shall mean such successor Agent and the retiring Agent'Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent'Agent’s resignation hereunder as Agent, the provisions of this [Section 15]Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent'Agent’s notice of resignation, the retiring Agent'Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 30 days (10(ten days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and BorrowerBorrowers (unless such notice is waived by BorrowerBorrowers or ana Default or Event of Default exists)has occurred and is continuing) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of BorrowerBorrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent'Agent’s resignation is effective, it is acting as Issuing LenderBank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing LenderBank or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrower,Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of BorrowerBorrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent"“Agent” shall mean such successor Agent and the retiring Agent'Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent'Agent’s resignation hereunder as Agent, the provisions of this [Section 15] shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent'Agent’s notice of resignation, the retiring Agent'Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 30thirty (30) days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower Agent (unless such notice is waived by Borrower or an Event of Default exists)Borrowers) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower Agent (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent'Agent’s resignation is effective, it is acting as the Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as the Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this [Section 15] shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 3045 days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower or an Event of Default exists) and without any notice to the Bank Product Providers.​. If Agent resigns under this Agreement, the Required Lenders​ shall be entitled,appoint, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed,withheld or conditioned), appointdelayed) or, if # a Payment Default or an Insolvency Default has occurred and is continuing or # any other Event of Default has occurred and has been continuing for a period of at least 30 days, in consultation with Borrower, a successor Agent for the Lenders (and the Bank Product Providers)​. If, at the time that Agent's resignation is effective, it is acting as Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders​ and with the consent of Borrower (such consent not to be unreasonably withheld or delayed) or, if # a Payment Default or an Insolvency Default has occurred and is continuing or # any other Event of Default has occurred and has been continuing for a period of at least 30 days, in consultation with Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders​ may agree in writing to remove and replace Agent with a successor Agent from among the Lenders​ with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed,withheld or conditioned)delayed). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent"“Agent” shall mean such successor Agent and the retiring Agent'Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent'Agent’s resignation hereunder as Agent, the provisions of this [Section 15]Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 3045 days following a retiring Agent'Agent’s notice of resignation, the retiring Agent'Agent’s resignation shall nevertheless thereupon become effective and the Lenders​ shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders​ appoint a successor Agent as provided for above.

SuccessorSECTION # Resignation of Agent. (a) The Agent may resign as Agent upon 30 days (10 days ifat any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, provided that, unless an Event of Default has occurred and is continuing) prior written noticecontinuing, such successor Agent shall be reasonably satisfactory to the Borrower. If no such successor shall have been so appointed by the Required Lenders (unlessand shall have accepted such appointment within 30 days after the retiring Agent gives notice is waivedof its resignation (or such earlier day as shall be agreed by the Required Lenders) and Borrower (unless such notice is waived by Borrower or an Event(the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of Default exists) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned),Lenders, appoint a successor Agent formeeting the Lenders (and the Bank Product Providers). If, at the time that Agent's resignation is effective, it is acting as Issuing Lenderqualifications set forth above. Whether or the Swing Lender,not a successor has been appointed, such resignation shall also operate to effectuate its resignation as Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this [Section 15] shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective andin accordance with such notice on the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.Resignation Effective Date.

Successor Agent.§14.9 Resignation. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent from its capacity as Agent upon 30 days (10 daysin the event of the Agent’s gross negligence or willful misconduct or if anthe Agent is a Defaulting Lender. Upon any such resignation, or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent, # any Lender or # any bank whose senior debt obligations are rated not less than “A” or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000. Unless a Default or Event of Default hasshall have occurred and is continuing) prior written noticebe continuing, such successor Agent shall be reasonably acceptable to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower or an Event of Default exists) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent's resignation is effective, it is acting as Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans.Borrower. If no successor Agent isshall have been appointed prior toand shall have accepted such appointment within thirty (30) days after the effective dateretiring Agent’s giving of notice of resignation or the Required Lender’s removal of the resignationAgent, then the retiring or removed Agent may, on behalf of Agent, Agent may appoint, after consulting with the Lenders and Borrower,Lenders, appoint a successor Agent. If AgentAgent, which shall be # any Lender or # any financial institution whose senior debt obligations are rated not less than “[[Unknown Identifier]]” or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which has materially breached or failed to perform any material provisiona net worth of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, uponless than $500,000,000. Upon the acceptance of itsany appointment as Agent hereunder by a successor Agent hereunder,Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term "Agent" shall mean such successor Agentor removed Agent, and the retiring Agent's appointment, powers, and duties asor removed Agent shall be terminated.discharged from its duties and obligations hereunder as Agent. After any retiring Agent'Agent’s resignation hereunder as Agent,or removal, the provisions of this [Section 15]Agreement and the other Loan Documents shall inure tocontinue in effect for its benefit as toin respect of any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in the Agent under this Agreement. If noAgreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent has accepted appointment as Agent byfor the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.resigning or removed Agent.

Resignation; Successor Agent.Agent Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign as Agent uponat any time by giving at least 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice thereof to Lenders and Borrowers Upon receipt of such notice, Required Lenders shall have the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrowerright to appoint a successor Agent which shall be # a Lender or an Affiliate of a Lender; or # a financial institution reasonably acceptable to Required Lenders and (provided no Default or Event of Default exists) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent's resignation is effective, it is acting as Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans.Borrowers. If no successor Agent is appointed prior to the effective date of the resignation of Agent,Agent’s resignation, then Agent may appoint, after consulting with the Lenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent withappoint a successor Agent from amongthat is a financial institution acceptable to it, which shall be a Lender unless no Lender accepts the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon therole. Upon acceptance by a successor Agent of its appointment as successor Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers,powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agentwithout further act, and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. Afterdischarged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.22]. Notwithstanding any retiring Agent'Agent’s resignation hereunder as Agent,resignation, the provisions of this [Section 15]Section 12 shall inure tocontinue in effect for its benefit aswith respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If noAgent. Any successor Agent has accepted appointment as Agentto BMO by the date which is 30 days following a retiring Agent's noticemerger or acquisition of resignation, the retiring Agent's resignationstock or its Loans, hereunder, shall nevertheless thereupon become effective and the Lenders shall perform all of the duties ofcontinue to be Agent hereunder until such time, if any, aswithout further act on the Lenders appoint a successor Agent as provided for above.part of any Secured Party or Borrower.

Successor Agent.§14.9 Resignation. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders may remove the Agent from its capacity as Agent upon 30 days (10 daysin the event of the Agent’s gross negligence or willful misconduct or if anthe Agent is a Defaulting Lender. Upon any such resignation, or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent, # any Lender or # any bank whose senior debt obligations are rated not less than “A” or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which has a net worth of not less than ​. Unless a Default or Event of Default hasshall have occurred and is continuing) prior written noticebe continuing, such successor Agent shall be reasonably acceptable to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower or an Event of Default exists) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent's resignation is effective, it is acting as Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans.Borrower. If no successor Agent isshall have been appointed prior toand shall have accepted such appointment within thirty (30) days after the effective dateretiring Agent’s giving of notice of resignation or the Required Lender’s removal of the resignationAgent, then the retiring or removed Agent may, on behalf of Agent, Agent may appoint, after consulting with the Lenders and Borrower,Lenders, appoint a successor Agent. If AgentAgent, which shall be # any Lender or # any financial institution whose senior debt obligations are rated not less than “​” or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which has materially breached or failed to perform any material provisiona net worth of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned)less than ​. In any such event, uponUpon the acceptance of itsany appointment as Agent hereunder by a successor Agent hereunder,Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term "Agent" shall mean such successor Agentor removed Agent, and the retiring Agent's appointment, powers, and duties as Agentor removed Agent, shall be terminated.discharged from its duties and obligations hereunder as Agent. After any retiring Agent'Agent’s resignation hereunder as Agent,or removal, the provisions of this [Section 15]Agreement and the other Loan Documents shall inure tocontinue in effect for its benefit as toin respect of any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in the Agent under this Agreement. If noAgreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent has accepted appointment as Agent byfor the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.resigning or removed Agent.

SECTION # Successor Agent. The Administrative Agent may resign as Administrative Agent upon 30 days (10 days if an Event of Default has occurred and is continuing) prior writtenten days’ notice to the Lenders (unlessand the Borrowers. Any such notice is waivedresignation by the Required Lenders)Administrative Agent hereunder shall also constitute its resignation as an Issuing Bank and Borrower (unless such notice is waivedthe Swingline Lender, in which case the resigning Administrative Agent # shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and # shall maintain all of its rights as Issuing Bank or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by Borrowerit, or an Event of Default exists) and without any noticeSwingline Loans made by it, prior to the Bank Product Providers.date of such resignation. If the Administrative Agent resigns as the Administrative Agent under this Agreement,Agreement and the other Loan Documents, then the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent's resignation is effective, it is acting as Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as noa successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default hasshall have occurred and isbe continuing) be subject to approval by the consent of Borrower (such consentBorrowers (which approval shall not to be unreasonably withheld, delayed,withheld or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder,delayed), whereupon such successor Agentagent shall succeed to all the rights, powers,powers and duties of the retiring AgentAdministrative Agent, and the term "Agent" shall meanreference to the resigning Administrative Agent means such successor Agentagent effective upon such appointment and approval, and the retiring Agent'former Administrative Agent’s appointment, powers,rights, powers and duties as Agent shall be terminated.terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the retiring Administrative Agent hereunder shall, on behalf of the Lenders and the Issuing Bank appoint a successor agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed). After any retiring Agent'Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this [Section 15]Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effectiveAgreement and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.other Loan Documents.