Common use of Resignation of an Agent Clause in Contracts

Resignation of an Agent. Each of the Agents may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, 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, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in London. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents (a) Silver Point (or any other Administrative Agent hereunder) may resign as Administrative Agent at any time give by giving ten (10) days’ prior written notice thereof to Lenders and Borrowers. Any such resignation shall take effect at the end of its resignation to such ten (10) day period or upon the Lenders, earlier appointment of a successor Administrative Agent by the L/C Issuers and the Parent BorrowerRequired Lenders as provided below. Upon receipt any resignation of Silver Point (or any such notice of resignationother Administrative Agent hereunder), the Required Lenders shall have the right, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), to appoint a successorsuccessor Administrative Agent from among Lenders or, which (i) in the case of a resignation if such appointment is deemed inadvisable or impractical by the Administrative Agent or the Collateral AgentRequired Lenders, shall be another financial institution with a bank with an office in the United States, or an Affiliate combined capital and surplus of any such bank with an office in the United States, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londonat least $100,000,000. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationsaid ten (10) days, then the retiring resigning Administrative Agent may may, on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that Administrative Agent, which shall be a Lender, if such Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted a Lender is willing to accept such appointment, then or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or any State thereof and has a combined capital and surplus of a least $100,000,000. If no successor Administrative Agent has been appointed pursuant to the foregoing, such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Required Lenders shall thereafter perform all the duties of Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all paymentstime, communications and determinations provided to be made byif any, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionabove. Upon the acceptance of a successor’s any appointment as an Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent. After the effective date of the resignation of an Administrative Agent and hereunder, the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as hereunder, provided above in this Section). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, that the provisions of this Article and Section 11.04 X shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as such Administrative Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, right to appoint a successor in consultation with the consent of the Parent Borrower (provided that no consent shall be required if unless an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank (x) with an office in the United StatesNew York, New York and (iiy) in the case a combined capital surplus of $1,000,000,000. If a resignation by the Canadian Agent, shall be Person serving as an Agent is a bank with an office in Canada, Defaulting Lender or an Affiliate of any a Defaulting Lender, or, subject to the provisions of Section 2.09, the Calculation Agent has failed to deliver a Collateral Shortfall Notice, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such bank Person remove such Person as Agent and, in consultation with the Borrower (except when an office in Canada or (iii) in the case Event of Default exists), appoint a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londonsuccessor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if in no event shall any such successor be a Defaulting Lender. In addition and without any obligation on the part of the retiring Agent shall to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Lender Appointment Period notify the Parent Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation, which effective date shall be no earlier than three (3) Business Days after the date of such notice. Upon the resignation effective date established in such notice, or the date on which the Required Lenders remove an Agent as set forth above, and regardless of whether a successor Agent has been appointed and accepted such appointment, then such the retiring or removed Agent’s resignation or removal shall nonetheless become effective in accordance with such notice and (1i) the retiring or removed Agent shall be discharged from its duties and obligations as an Agent hereunder and under the other Credit Loan Documents (except that in the case but shall not be relieved of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time its obligations as a successor Agent is appointed) Lender, and (2ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring retiring, retired or removed Agent (other than any rights to indemnity payments owed to the retiring, retired or retiredremoved Agent) Agent and the retiring retiring, retired or removed Agent shall be discharged from all of its duties and obligations as an Agent hereunder or and/or under the other Credit Loan Documents but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this SectionSection 9.06). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring retiring, retired or removed Agent’s resignation or removal hereunder and under the other Credit Loan Documents, the provisions of this Article IX and Section 11.04 10.04 shall continue in effect for the benefit of such retiring retiring, retired or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as such an Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as Notwithstanding anything herein to the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereundercontrary, (a) if at any time any Agent ceases to be a Lender hereunder, such successor Agent shall succeed be deemed to and become vested with all have provided its notice of resignation, which notice shall be automatically effective as of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lenderdate such Agent ceased to be a Lender hereunder, (b) if at any time the retiring L/C Issuers and Swingline Lender Person serving as the Administrative Agent ceases to be the Administrative Agent hereunder, such Person shall be discharged from all deemed to have provided its notice of their respective duties and obligations hereunder or under resignation as Calculation Agent, which notice shall be automatically effective as of the other Credit Documentsdate such Person ceased to be the Administrative Agent hereunder, and (c) if at any time the successor L/C Issuers Person serving as the Calculation Agent ceases to be the Calculation Agent hereunder, such Person shall issue letters be deemed to have provided its notice of credit in substitution for the Letters of Creditresignation as Administrative Agent, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations which notice shall be automatically effective as of the retiring L/C Issuers with respect date such Person ceased to such Letters of Creditbe the Calculation Agent hereunder.

Resignation of an Agent. Each of the Agents may may, at any time upon thirty (30) days written notice to the Lenders, the L/C Issuers and the Borrower, give notice of its resignation to the Lenders, the L/C Issuers and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank financial institution with an office in the United States, or an Affiliate of any such bank with an office in the United States, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in London. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 10.06. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this SectionSection 10.06). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such Agent. Any resignation by JPMCB BBVA USA as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section 10.06 shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers Issuer and Swingline Lender, (b) the retiring L/C Issuers Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers Issuer to effectively assume the obligations of the retiring L/C Issuers Issuer with respect to such Letters of Credit.

Resignation of an Agent. Each Subject to the appointment and acceptance of the Agents a successor Agent as provided below, each Agent may resign at any time give notice of its resignation to by notifying the Lenders, the L/C Issuers Issuing Banks and the Parent Borrower. Upon receipt of any such notice resignation of resignationthe Administrative Agent, a Local Agent, or the Collateral Agent, the Required Lenders shall have the right, in consultation with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Borrower, to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, 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, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in London. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Issuing Banks, appoint a successor Agent meeting which shall be an Eligible Bank with an office in New York, New York, or an Affiliate of any such Eligible Bank. Upon the qualifications set forth above; provided that if acceptance of its appointment as Agent hereunder by a successor, such Agent successor shall notify succeed to and become vested with all the Parent Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring an Agent’s resignation hereunder and under the other Credit Documentshereunder, the provisions of this Article and Section 11.04 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents Either Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuer and the Parent BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Company, to appoint a successor, which (i) in which, with respect to the case of a resignation by successor to the Administrative Agent or the Collateral Agent, 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, (ii) in and, with respect to the case of a resignation by successor to the Canadian Australian Administrative Agent, shall be a bank with an office in CanadaAustralia, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in LondonAustralia. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Parent Borrower Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the an L/C Issuers Issuer under any of the Credit Loan Documents, such the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each applicable Lender and each applicable L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower Company and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such an Agent. Any resignation by JPMCB Bank of America as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency U.S. L/C Issuer and Swingline Swing Line Lender. Any resignation by Westpac as Australian Administrative Agent pursuant to this Section shall also constitute its resignation as Australian L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring U.S. L/C Issuers Issuer and Swingline Swing Line Lender, (b) the retiring U.S. L/C Issuers Issuer and Swingline Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Loan Documents, and (c) the successor U.S. L/C Issuers Issuer shall issue letters of credit in substitution for the U.S. Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring U.S. L/C Issuers Issuer to effectively assume the obligations of the retiring U.S. L/C Issuers Issuer with respect to such U.S. Letters of Credit. Upon the acceptance of a successor’s appointment as Australian Administrative Agent hereunder, (x) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Australian L/C Issuer, (y) the retiring Australian L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (z) the successor Australian L/C Issuer shall issue letters of credit in substitution for the Australian Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Australian L/C Issuer to effectively assume the obligations of the retiring Australian L/C Issuer with respect to such Australian Letters of Credit.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the other Agent, L/C Issuers Issuer and the Parent BorrowerBorrowers. Upon receipt of any such notice of resignation, the applicable Required Lenders shall have the right, in consultation with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Borrowers, to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral U.S. Agent, 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, (ii) States and in the case of a resignation by the Canadian Agent, Agent shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londonthat accepts deposits. If no such successor shall have been so appointed by the applicable Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the applicable Lenders and the applicable L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the retiring Agent shall notify the Parent Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Loan Documents, such the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such the retiring Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the applicable Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such Agent. Any resignation by JPMCB Bank of America as Administrative U.S. Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency U.S. L/C Issuer and Swingline U.S. Swing Line Lender. Any resignation by Bank of 121 America Canada as Canadian Agent pursuant to this Section shall also constitute its resignation as Canadian L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers Issuer and Swingline Swing Line Lender, (b) the retiring L/C Issuers Issuer and Swingline Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Loan Documents, and (c) the successor L/C Issuers Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers Issuer to effectively assume the obligations of the retiring L/C Issuers Issuer with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Parent Borrower (provided that provided, no consent shall be required if an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, 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, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in London. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that provided, no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, right to appoint a successor in consultation with the consent of the Parent Borrower (provided that no consent shall be required if unless an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank (x) with an office in the United StatesNew York, New York and (iiy) in the case a combined capital surplus of $1,000,000,000. If a resignation by the Canadian Agent, shall be Person serving as an Agent is a bank with an office in Canada, Defaulting Lender or an Affiliate of a Defaulting Lender, or, subject to the provisions of Section 2.09, the Calculation Agent has failed to deliver a Collateral Shortfall Notice or any such bank with an office in Canada or (iii) in the case of Agent that is not also a resignation Lender hereunder has failed to act as required by the London Agentterms of this Agreement, shall be the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Agent and, in consultation with the Borrower (except when an Event of Default exists), appoint a bank with an office in London, or an Affiliate of any such bank with an office in Londonsuccessor. If no such successor shall have been so appointed by the Required Lenders Xxxxxxx and shall have accepted such appointment within 30 thirty (30) days after the any retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the such retiring Agent may appoint, on behalf of the Lenders and the L/C IssuersLenders, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if in no event shall any such successor be a Defaulting Lender. In addition, and without any obligation on the part of the retiring Agent shall to appoint, on behalf of the Lenders, a successor Agent, a retiring Agent shall, at any time upon or after the end of the Lender Appointment Period, notify the Parent Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and of the effective date of such retiring Agent’s resignation, which effective date shall be no earlier than three (3) Business Days after the date of such notice. Upon the resignation effective date established in such notice, or the date on which the Required Lenders remove an Agent as set forth above, and regardless of whether a successor Agent has been appointed and accepted such appointment, then such the retiring or removed Agent’s resignation or removal shall nonetheless become effective in accordance with such notice and (1i) the retiring or removed Agent shall be discharged from its duties and obligations as an Agent hereunder and under the other Credit Documents (except that in the case Loan Documents, but shall not be relieved of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time its obligations as a successor Agent is appointed) Lender, and (2ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring retiring, retired or removed Agent (other than any rights to indemnity payments owed to the retiring, retired or retiredremoved Agent) Agent and the retiring retiring, retired or removed Agent shall be discharged from all of its duties and obligations as an Agent hereunder or and/or under the other Credit Loan Documents but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this SectionSection 9.06). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring retiring, retired or removed Agent’s resignation or removal hereunder and under the other Credit Loan Documents, the provisions of this Article IX and Section 11.04 10.04 shall continue in effect for the benefit of such retiring retiring, retired or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as such an Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as Notwithstanding anything herein to the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereundercontrary, (a) if at any time a Lender is serving as an Agent and such successor Person ceases to be a Lender hereunder, such Person shall succeed be deemed to and become vested with all have provided its notice of resignation as Agent, which notice shall be automatically effective as of the rights, powers, privileges date such Person ceased to be a Lender hereunder and duties of the retiring L/C Issuers and Swingline Lender, (b) if at any time a Person is serving as both the retiring L/C Issuers Administrative Agent and Swingline Lender the Calculation Agent, if at any time such Person ceases to be either the Administrative Agent or the Calculation Agent hereunder, such Person shall be discharged from all deemed to have provided its notice of their respective duties and obligations hereunder resignation as Calculation Agent or under the other Credit Documentsas Administrative Agent, and (c) the successor L/C Issuers respectively, in each case, which notice shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations be automatically effective as of the retiring L/C Issuers with respect date such Person ceased to such Letters of Creditbe the Administrative Agent or the Calculation Agent hereunder.

Resignation of an Agent. Each of the Agents Agent may at any time give notice of its resignation to the LendersLenders (with the prior written consent of the Borrower), and any Agent may be removed at any time by the Required Lenders (with the prior written consent of the Borrower); provided that, in each case, such consent of the Borrower shall not be unreasonably withheld, delayed or conditioned; provided further that, if the Borrower fails to object within five (5) Business Days of the receipt of the request for such written consent, the L/C Issuers and the Parent BorrowerBorrower shall be deemed to have consented to such request. Upon receipt of any such notice of resignationresignation or removal, the Required Lenders shall have the right, in consultation with the and prior written consent of the Parent Borrower (provided that no consent shall not to be required if an Event of Default has occurred and is continuing)unreasonably withheld, delayed or conditioned, to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, 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, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in London. If no such successor shall have been so appointed by the Required Lenders and shall have accepted or an appointed successor does not accept such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationresignation or after the Agent’s removal (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring or removed Agent may (but shall not be obligated to), on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Lenders, appoint a successor Agent meeting (with the qualifications set forth aboveprior written consent of the Borrower not to be unreasonably withheld, delayed or conditioned); provided that if in no event shall any such successor Agent shall notify be a Defaulting Lender or a Disqualified Institution. With effect from the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and Resignation Effective Date (1i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of if any collateral security Collateral is then held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Loan Documents, such the retiring or removed Agent shall continue to hold such collateral security Collateral until such time as a successor Agent is appointed) and (2ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article VIII and Section 11.04 10.03 shall continue in effect for the benefit of such retiring or removed Agent, its agents and sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as such an Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuing Bank and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Borrower, to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United StatesStates of America, or an Affiliate of any such bank with an office in the United States, (ii) in the case States of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in LondonAmerica. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if such Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by such the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuing Bank under any of the Credit Loan Documents, such the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s appointment as an such Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article and Section 11.04 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the other Agent, L/C Issuers Issuer and the Parent BorrowerBorrowers. Upon receipt of any such notice of resignation, the applicable Required Lenders shall have the right, in consultation with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Borrowers, to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral U.S. Agent, 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, (ii) States and in the case of a resignation by the Canadian Agent, Agent shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londonthat accepts deposits. If no such successor shall have been so appointed by the applicable Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the applicable Lenders and the applicable L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the retiring Agent shall notify the Parent Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Loan Documents, such the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such the retiring Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the applicable Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s 's appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower Borrowers and such successor. After the retiring Agent’s 's resignation hereunder and under the other Credit Loan Documents, the provisions of this Article and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such Agent. Any resignation by JPMCB Bank of America as Administrative U.S. Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency U.S. L/C Issuer and Swingline U.S. Swing Line Lender. Any resignation by Bank of America Canada as Canadian Agent pursuant to this Section shall also constitute its resignation as Canadian L/C Issuer. Upon the acceptance of a successor’s 's appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers Issuer and Swingline Swing Line Lender, (b) the retiring L/C Issuers Issuer and Swingline Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Loan Documents, and (c) the successor L/C Issuers Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers Issuer to effectively assume the obligations of the retiring L/C Issuers Issuer with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents Any Agent may at any time give forty-five (45) days prior written notice of its resignation to the LendersBanks, the L/C Issuers Issuing Bank and the Parent BorrowerRyder. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the rightright to appoint a successor (and, with the consent of the Parent Borrower (provided that so long as no consent shall be required if an Default or Event of Default has occurred and is continuingexists, shall be acceptable to Ryder (with such acceptance not to be unreasonably withheld or delayed)), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United Statesappropriate jurisdiction for such Agent, or an Affiliate of any such bank with an office in the United States, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londonbank. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 thirty (30) days after the such retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders Banks and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Issuing Bank, appoint a successor Administrative Agent, Canadian Agent or U.K. Agent, as applicable, meeting the qualifications set forth aboveabove (and, so long as no Default or Event of Default exists, such successor appointed by the retiring Agent shall be acceptable to Ryder (with such acceptance not to be unreasonably withheld or delayed)); provided that if such Agent shall notify the Parent Borrower Ryder and the Lenders Banks that no qualifying Person has accepted such appointmentappointment or been approved by Ryder, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender Bank and each L/C Issuer the Issuing Bank directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Administrative Agent, Canadian Agent or U.K. Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower Ryder to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower Ryder and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article §16 and Section 11.04 §15 and §18 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such an Administrative Agent, the Canadian Agent or the U.K. Agent, as applicable. Any resignation by JPMCB Bank of America as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer Issuing Bank and Swingline Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers Issuing Bank and Swingline Swing Line Lender, (b) the retiring L/C Issuers Issuing Bank and Swingline Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Loan Documents, and (c) the successor L/C Issuers Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers Issuing Bank to effectively assume the obligations of the retiring L/C Issuers Issuing Bank with respect to such Letters of Credit. Any resignation by RBC as Canadian Agent pursuant to this Section shall also constitute its resignation as the Canadian Swing Line Lender. Upon the acceptance of a successor’s appointment as Canadian Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the Canadian Swing Line Lender and (b) the retiring Canadian Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents. Any resignation by Lloyds as U.K. Agent pursuant to this Section shall also constitute its resignation as a Swing Line Lender of U.K. Swing Line Loans. Upon the acceptance of a successor’s appointment as U.K. Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the Swing Line Lender of U.K. Swing Line Loans and (b) the retiring Swing Line Lender of U.K. Swing Line Loans shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, right to appoint a successor in consultation with the consent of the Parent Borrower (provided that no consent shall be required if unless an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank (x) with an office in the United StatesNew York, New York and (iiy) in the case a combined capital surplus of $1,000,000,000. If a resignation by the Canadian Agent, shall be Person serving as an Agent is a bank with an office in Canada, Defaulting Lender or an Affiliate of a Defaulting Lender, or, subject to the provisions of Section 2.09, the Calculation Agent has failed to deliver a Collateral Shortfall Notice or any such bank with an office in Canada or (iii) in the case of Agent that is not also a resignation Lender hereunder has failed to act as required by the London Agentterms of this Agreement, shall be the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Agent and, in consultation with the Borrower (except when an Event of Default exists), appoint a bank with an office in London, or an Affiliate of any such bank with an office in Londonsuccessor. If no such successor shall have been so appointed by the Required Lenders Xxxxxxx and shall have accepted such appointment within 30 thirty (30) days after the any retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the such retiring Agent may appoint, on behalf of the Lenders and the L/C IssuersLenders, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if in no event shall any such successor be a Defaulting Lender. In addition, and without any obligation on the part of the retiring Agent shall to appoint, on behalf of the Lenders, a successor Agent, a retiring Agent shall, at any time upon or after the end of the Lender Appointment Period, notify the Parent Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and of the effective date of such retiring Agent’s resignation, which effective date shall be no earlier than three (3) Business Days after the date of such notice. Upon the resignation effective date established in such notice, or the date on which the Required Lenders remove an Agent as set forth above, and regardless of whether a successor Agent has been appointed and accepted such appointment, then such the retiring or removed Agent’s resignation or removal shall nonetheless become effective in accordance with such notice and (1i) the retiring or removed Agent shall be discharged from its duties and obligations as an Agent hereunder and under the other Credit Documents (except that in the case Loan Documents, but shall not be relieved of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time its obligations as a successor Agent is appointed) Lender, and (2ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring retiring, retired or removed Agent (other 109 ​ than any rights to indemnity payments owed to the retiring, retired or retiredremoved Agent) Agent and the retiring retiring, retired or removed Agent shall be discharged from all of its duties and obligations as an Agent hereunder or and/or under the other Credit Loan Documents but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this SectionSection 9.06). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring retiring, retired or removed Agent’s resignation or removal hereunder and under the other Credit Loan Documents, the provisions of this Article IX and Section 11.04 10.04 shall continue in effect for the benefit of such retiring retiring, retired or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as such an Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as Notwithstanding anything herein to the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereundercontrary, (a) if at any time a Lender is serving as an Agent and such successor Person ceases to be a Lender hereunder, such Person shall succeed be deemed to and become vested with all have provided its notice of resignation as Agent, which notice shall be automatically effective as of the rights, powers, privileges date such Person ceased to be a Lender hereunder and duties of the retiring L/C Issuers and Swingline Lender, (b) if at any time a Person is serving as both the retiring L/C Issuers Administrative Agent and Swingline Lender the Calculation Agent, if at any time such Person ceases to be either the Administrative Agent or the Calculation Agent hereunder, such Person shall be discharged from all deemed to have provided its notice of their respective duties and obligations hereunder resignation as Calculation Agent or under the other Credit Documentsas Administrative Agent, and (c) the successor L/C Issuers respectively, in each case, which notice shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations be automatically effective as of the retiring L/C Issuers with respect date such Person ceased to such Letters of Creditbe the Administrative Agent or the Calculation Agent hereunder.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, right to appoint a successor in consultation with the consent of the Parent Borrower (provided that no consent shall be required if unless an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank (x) with an office in the United StatesNew York, New York and (iiy) in the case a combined capital surplus of $1,000,000,000. If a resignation by the Canadian Agent, shall be Person serving as an Agent is a bank with an office in Canada, Defaulting Lender or an Affiliate of a Defaulting Lender, or, subject to the provisions of Section 2.09, the Calculation Agent has failed to deliver a Collateral Shortfall Notice or any such bank with an office in Canada or (iii) in the case of Agent that is not also a resignation Lender hereunder has failed to act as required by the London Agentterms of this Agreement, shall be the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Agent and, in consultation with the Borrower (except when an Event of Default exists), appoint a bank with an office in London, or an Affiliate of any such bank with an office in Londonsuccessor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the any retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment 119 ​ ​ Period”), then the such retiring Agent may appoint, on behalf of the Lenders and the L/C IssuersLenders, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if in no event shall any such successor be a Defaulting Lender. In addition, and without any obligation on the part of the retiring Agent shall to appoint, on behalf of the Lenders, a successor Agent, a retiring Agent shall, at any time upon or after the end of the Lender Appointment Period, notify the Parent Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and of the effective date of such retiring Agent’s resignation, which effective date shall be no earlier than three (3) Business Days after the date of such notice. Upon the resignation effective date established in such notice, or the date on which the Required Lenders remove an Agent as set forth above, and regardless of whether a successor Agent has been appointed and accepted such appointment, then such the retiring or removed Agent’s resignation or removal shall nonetheless become effective in accordance with such notice and (1i) the retiring or removed Agent shall be discharged from its duties and obligations as an Agent hereunder and under the other Credit Documents (except that in the case Loan Documents, but shall not be relieved of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time its obligations as a successor Agent is appointed) Lender, and (2ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring retiring, retired or removed Agent (other than any rights to indemnity payments owed to the retiring, retired or retiredremoved Agent) Agent and the retiring retiring, retired or removed Agent shall be discharged from all of its duties and obligations as an Agent hereunder or and/or under the other Credit Loan Documents but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this SectionSection 9.06). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring retiring, retired or removed Agent’s resignation or removal hereunder and under the other Credit Loan Documents, the provisions of this Article IX and Section 11.04 10.04 shall continue in effect for the benefit of such retiring retiring, retired or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as such an Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as Notwithstanding anything herein to the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereundercontrary, (a) if at any time a Lender is serving as an Agent and such successor Person ceases to be a Lender hereunder, such Person shall succeed be deemed to and become vested with all have provided its notice of resignation as Agent, which notice shall be automatically effective as of the rights, powers, privileges date such Person ceased to be a Lender hereunder and duties of the retiring L/C Issuers and Swingline Lender, (b) if at any time a Person is serving as both the retiring L/C Issuers Administrative Agent and Swingline Lender the Calculation Agent, if at any time such Person ceases to be either the Administrative Agent or the Calculation Agent hereunder, such Person shall be discharged from all deemed to have provided its notice of their respective duties and obligations hereunder resignation as Calculation Agent or under the other Credit Documentsas Administrative Agent, and (c) the successor L/C Issuers respectively, in each case, which notice shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations be automatically effective as of the retiring L/C Issuers with respect date such Person ceased to such Letters of Creditbe the Administrative Agent or the Calculation Agent hereunder.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, right to appoint a successor in consultation with the consent of the Parent Borrower (provided that no consent shall be required if unless an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank (x) with an office in the United StatesNew York, New York and (iiy) in the case a combined capital surplus of $250,000,000. If a resignation by the Canadian Agent, shall be Person serving as an Agent is a bank with an office in Canada, Defaulting Lender or an Affiliate of any a Defaulting Lender, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such bank Person remove such Person as Agent and, in consultation with the Borrower (except when an office in Canada or (iii) in the case Event of Default exists), appoint a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londonsuccessor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if in no event shall any such successor be a Defaulting Lender. In addition and without any obligation on the part of the retiring Agent shall to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Lender Appointment Period notify the Parent Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three (3) Business Days after the date of such notice. Upon the resignation effective date established in such notice, or the date on which the Required Lenders remove an Agent as set forth above, and regardless of whether a successor Agent has been appointed and accepted such appointment, then such the retiring or removed Agent’s resignation or removal shall nonetheless become effective in accordance with such notice and (1i) the retiring or removed Agent shall be discharged from its duties and obligations as an Agent hereunder and under the other Credit Loan Documents (except that in the case but shall not be relieved of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time its obligations as a successor Agent is appointed) Lender, and (2ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring retiring, retired or removed Agent (other than any rights to indemnity payments owed to the retiring, retired or retired) Agent removed Agent), and the retiring retiring, retired or removed Agent shall be discharged from all of its duties and obligations as an Agent hereunder or and/or under the other Credit Loan Documents but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this SectionSection 9.06). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring retiring, retired or removed Agent’s resignation or removal hereunder and under the other Credit Loan Documents, the provisions of this Article IX and Section 11.04 10.04 shall continue in effect for the benefit of such retiring retiring, retired or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as such an Agent. Any resignation by JPMCB as Administrative Notwithstanding anything herein to the contrary, if at any time any Agent or Collateral Agent, as the case may be, pursuant ceases to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of be a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, Lender hereunder, (a) such successor Agent shall succeed be deemed to and become vested with all have provided its notice of resignation, which notice shall be automatically effective as of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline date such Agent ceased to be a Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credithereunder.

Resignation of an Agent. Each of the Agents may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, 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, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in London. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Agent’’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Second Lien Lenders shall have the right, in consultation with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Borrower, to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United StatesStates of America, or an Affiliate of any such bank with an office in the United States, (ii) in the case States of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in LondonAmerica. If no such successor shall have been so appointed by the Required Second Lien Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; above provided that if such Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by such the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Loan Documents, such the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Second Lien Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s 's appointment as an such Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Credit Loan Documents, the provisions of this Article and Section 11.04 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents The Administrative Agent or Collateral Agent may at any time give resign by giving thirty (30) days’ prior written notice of its resignation to the Lenders, the L/C Issuers Lenders and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Parent Borrower (provided that no which consent of the Borrower shall not be required if unreasonably withheld or delayed) at all times other than during the existence of an Event of Default has occurred and is continuingpursuant to Section 8.01(a) or 8.01(f), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a Lender or a bank with an office in the United States, or an Affiliate of any such Lender or bank with an office in the United StatesStates (in each case, (ii) in the case of other than a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in LondonDisqualified Institution). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then such Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment and then the retiring Agent Agent, as applicable, may on behalf of the Lenders and the L/C IssuersIssuer, appoint a successor Agent, meeting the qualifications set forth above with the consent of the Parent Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required if an Event of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1A) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral Collateral security held by such the Administrative Agent or Collateral Agent on behalf of the Lenders or the L/C Issuers Secured Parties under any of the Credit Loan Documents, such the retiring Administrative Agent or Collateral Agent, as applicable, shall continue to hold such collateral Collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed) and (2B) all payments, communications and determinations provided to be made by, to or through such the Administrative Agent and Administrative Agent shall instead be made by or to each Lender and each the L/C Issuer directlydirectly (and each Lender and the L/C Issuer will cooperate with the Borrower to enable the Borrower to take such actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent or Collateral Agent, as applicable, as provided for above in this Sectionclause. Upon the acceptance of a successor’s appointment as an Administrative Agent hereunderor Collateral Agent , as applicable, hereunder and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary, or as the Required Lenders may reasonably request, in order to (i) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (ii) otherwise ensure that the requirements of Section 6.11 are satisfied, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the such retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article IX and Section 11.04 10.04 and Section 10.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Agent-Related Parties Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as such Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Creditapplicable.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, right to appoint a successor in consultation with the consent of the Parent Borrower (provided that no consent shall be required if unless an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank (x) with an office in the United StatesNew York, New York and (iiy) in the case a combined capital surplus of $1,000,000,000. If a resignation by the Canadian Agent, shall be Person serving as an Agent is a bank with an office in Canada, Defaulting Lender or an Affiliate of a Defaulting Lender, or, subject to the provisions of Section 2.09, the Calculation 101 Agent has failed to deliver a Collateral Shortfall Notice or any such bank with an office in Canada or (iii) in the case of Agent that is not also a resignation Lender hereunder has failed to act as required by the London Agentterms of this Agreement, shall be the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Agent and, in consultation with the Borrower (except when an Event of Default exists), appoint a bank with an office in London, or an Affiliate of any such bank with an office in Londonsuccessor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the any retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the such retiring Agent may appoint, on behalf of the Lenders and the L/C IssuersLenders, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if in no event shall any such successor be a Defaulting Lender. In addition, and without any obligation on the part of the retiring Agent shall to appoint, on behalf of the Lenders, a successor Agent, a retiring Agent shall, at any time upon or after the end of the Lender Appointment Period, notify the Parent Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and of the effective date of such retiring Agent’s resignation, which effective date shall be no earlier than three (3) Business Days after the date of such notice. Upon the resignation effective date established in such notice, or the date on which the Required Lenders remove an Agent as set forth above, and regardless of whether a successor Agent has been appointed and accepted such appointment, then such the retiring or removed Agent’s resignation or removal shall nonetheless become effective in accordance with such notice and (1i) the retiring or removed Agent shall be discharged from its duties and obligations as an Agent hereunder and under the other Credit Documents (except that in the case Loan Documents, but shall not be relieved of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time its obligations as a successor Agent is appointed) Lender, and (2ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring retiring, retired or removed Agent (other than any rights to indemnity payments owed to the retiring, retired or retiredremoved Agent) Agent and the retiring retiring, retired or removed Agent shall be discharged from all of its duties and obligations as an Agent hereunder or and/or under the other Credit Loan Documents but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this SectionSection 9.06). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring retiring, retired or removed Agent’s resignation or removal hereunder and under the other Credit Loan Documents, the provisions of this Article IX and Section 11.04 10.04 shall continue in effect for the benefit of such retiring retiring, retired or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as such an Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as Notwithstanding anything herein to the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereundercontrary, (a) if at any time a Lender is serving as an Agent and such successor Person ceases to be a Lender hereunder, such Person shall succeed be deemed to and become vested with all have provided its notice of resignation as Agent, which notice shall be automatically effective as of the rights, powers, privileges date such Person ceased to be a Lender hereunder and duties of the retiring L/C Issuers and Swingline Lender, (b) if at any time a Person is serving as both the retiring L/C Issuers Administrative Agent and Swingline Lender the Calculation Agent, if at any time such Person ceases to be either the Administrative Agent or the Calculation Agent hereunder, such Person shall be discharged from all deemed to have provided its notice of their respective duties and obligations hereunder resignation as Calculation Agent or under the other Credit Documentsas Administrative Agent, and (c) the successor L/C Issuers respectively, in each case, which notice shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations be automatically effective as of the retiring L/C Issuers with respect date such Person ceased to such Letters of Creditbe the Administrative Agent or the Calculation Agent hereunder.

Resignation of an Agent. Each of the Agents (a) Silver Point (or any other Administrative Agent hereunder) may resign as Administrative Agent at any time give by giving ten (10) days' prior written notice thereof to Lenders and Borrowers. Any such resignation shall take effect at the end of its resignation to such ten (10) day period or upon the Lenders, earlier appointment of a successor Administrative Agent by the L/C Issuers and the Parent BorrowerRequired Lenders as provided below. Upon receipt any resignation of Silver Point (or any such notice of resignationother Administrative Agent hereunder), the Required Lenders shall have the right, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), to appoint a successorsuccessor Administrative Agent from among Lenders or, which (i) in the case of a resignation if such appointment is deemed inadvisable or impractical by the Administrative Agent or the Collateral AgentRequired Lenders, shall be another financial institution with a bank with an office in the United States, or an Affiliate combined capital and surplus of any such bank with an office in the United States, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londonat least $100,000,000. If no such successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationsaid ten (10) days, then the retiring resigning Administrative Agent may may, on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that Administrative Agent, which shall be a Lender, if such Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted a Lender is willing to accept such appointment, then or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or any State thereof and has a combined capital and surplus of a least $100,000,000. If no successor Administrative Agent has been appointed pursuant to the foregoing, such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Required Lenders shall thereafter perform all the duties of Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all paymentstime, communications and determinations provided to be made byif any, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Sectionabove. Upon the acceptance of a successor’s any appointment as an Administrative Agent hereunderhereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent. After the effective date of the resignation of an Administrative Agent and hereunder, the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as hereunder, provided above in this Section). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, that the provisions of this Article and Section 11.04 X shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as such Administrative Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents Any Agent may at any time give forty-five (45) days prior written notice of its resignation to the LendersBanks, the L/C Issuers Issuing Bank and the Parent BorrowerRyder. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the rightright to appoint a successor (and, with the consent of the Parent Borrower (provided that so long as no consent shall be required if an Default or Event of Default has occurred and is continuingexists, shall be acceptable to Ryder (with such acceptance not to be unreasonably withheld or delayed)), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United Statesappropriate jurisdiction for such Agent, or an Affiliate of any such bank with an office in the United States, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londonbank. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 thirty (30) days after the such retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders Banks and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Issuing Bank, appoint a successor Administrative Agent, Canadian Agent or U.K. Agent, as applicable, meeting the qualifications set forth aboveabove (and, so long as no Default or Event of Default exists, such successor appointed by the retiring Agent shall be acceptable to Ryder (with such acceptance not to be unreasonably withheld or delayed)); provided that if such Agent shall notify the Parent Borrower Ryder and the Lenders Banks that no qualifying Person has accepted such appointmentappointment or been approved by Ryder, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender Bank and each L/C Issuer the Issuing Bank directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Administrative Agent, Canadian Agent or U.K. Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower Ryder to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower Ryder and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article §16 and Section 11.04 §15 and §18 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such an Administrative Agent, the Canadian Agent or the U.K. Agent, as applicable. Any resignation by JPMCB Bank of America as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer Issuing Bank and Swingline Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers Issuing Bank and Swingline Swing Line Lender, (b) the retiring L/C Issuers Issuing Bank and Swingline Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Loan Documents, and (c) the successor L/C Issuers Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers Issuing Bank to effectively assume the obligations of the retiring L/C Issuers Issuing Bank with respect to such Letters of Credit. Any resignation by RBC as Canadian Agent pursuant to this Section shall also constitute its resignation as the Canadian Swing Line Lender. Upon the acceptance of a successor’s appointment as Canadian Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the Canadian Swing Line Lender and (b) the retiring Canadian Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents. Any resignation by Bank of America London as U.K. Agent pursuant to this Section shall also constitute the resignation of Bank of America as the U.K. Swing Line Lender. Upon the acceptance of a successor’s appointment as U.K. Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the U.K. Swing Line Lender and (b) the retiring U.K. Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, right to appoint a successor in consultation with the consent of the Parent Borrower (provided that no consent shall be required if unless an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank (x) with an office in the United StatesNew York, New York and (iiy) in the case a combined capital surplus of $1,000,000,000. If a resignation by the Canadian Agent, shall be Person serving as an Agent is a bank with an office in Canada, Defaulting Lender or an Affiliate of a Defaulting Lender, or, subject to the provisions of Section 2.09, the Calculation Agent has failed to deliver a Collateral Shortfall Notice or any such bank with an office in Canada or (iii) in the case of Agent that is not also a resignation Lender hereunder has failed to act as required by the London Agentterms of this Agreement, shall be the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Agent and, in consultation with the Borrower (except when an Event of Default exists), appoint a bank with an office in London, or an Affiliate of any such bank with an office in Londonsuccessor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the any retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the such retiring Agent may appoint, on behalf of the Lenders and the L/C IssuersLenders, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if in no event shall any such successor be a Defaulting Lender. In addition, and without any obligation on the part of the retiring Agent shall to appoint, on behalf of the Lenders, a successor Agent, a retiring Agent shall, at any time upon or after the end of the Lender Appointment Period, notify the Parent Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and of the effective date of such retiring Agent’s resignation, which effective date shall be no earlier than three (3) Business Days after the date of such notice. Upon the resignation effective date established in such notice, or the date on which the Required Lenders remove an Agent as set forth above, and regardless of whether a successor Agent has been appointed and accepted such appointment, then such the retiring or removed Agent’s resignation or removal shall nonetheless become effective in accordance with such notice and (1i) the retiring or removed Agent shall be discharged from its duties and obligations as an Agent hereunder and under the other Credit Documents (except that in the case Loan Documents, but shall not be relieved of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time its obligations as a successor Agent is appointed) Lender, and (2ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring retiring, retired or removed Agent (other than any rights to indemnity payments owed to the retiring, retired or retiredremoved Agent) Agent and the retiring retiring, retired or removed Agent shall be discharged from all of its duties and obligations as an Agent hereunder or and/or under the other Credit Loan Documents but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this SectionSection 9.06). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring retiring, retired or removed Agent’s resignation or removal hereunder and under the other Credit Loan Documents, the provisions of this Article IX and Section 11.04 10.04 shall continue in effect for the benefit of such retiring retiring, retired or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as such an Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as Notwithstanding anything herein to the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereundercontrary, (a) if at any time a Lender is serving as an Agent and such successor Person ceases to be a Lender hereunder, such Person shall succeed be deemed to and become vested with all have provided its notice of resignation as Agent, which notice shall be automatically effective as of the rights, powers, privileges date such Person ceased to be a Lender hereunder and duties of the retiring L/C Issuers and Swingline Lender, (b) if at any time a Person is serving as both the retiring L/C Issuers Administrative Agent and Swingline Lender the Calculation Agent, if at any time such Person ceases to be either the Administrative Agent or the Calculation Agent hereunder, such Person shall be discharged from all deemed to have provided its notice of their respective duties and obligations hereunder resignation as Calculation Agent or under the other Credit Documentsas Administrative Agent, and (c) the successor L/C Issuers respectively, in each case, which notice shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations be automatically effective as of the retiring L/C Issuers with respect date such Person ceased to such Letters of Creditbe the Administrative Agent or the Calculation Agent hereunder.

Resignation of an Agent. Each Any of the Agents may resign at any time give by giving notice thereof (a) with respect to the resignation of its resignation the Global Agent, to the Lenders, the L/C Issuers Borrowers and the Parent BorrowerFacility Agents, and (b) with respect to the resignation of any Applicable Facility Agent, to the Applicable Lenders, the Applicable Borrowers, the Company and the 117 124 Global Agent. Upon receipt of any such notice resignation of resignationthe Global Agent, the Required Lenders with respect to the Total Facilities shall have the rightright to appoint a successor Global Agent, with the consent of the Parent Borrower (provided that no consent which shall be required if an a Lender under or a Lender Affiliate with respect to the Total Facilities at such time and which, so long as no Default or Event of Default has occurred and is continuing)exists, shall be acceptable to the Company, which acceptance shall not be unreasonably withheld or delayed. Upon any such resignation of an Applicable Facility Agent, the Required Lenders with respect to the specific Facility shall have the right to appoint a successorsuccessor Facility Agent for such Facility, which (i) in the case shall be a Lender under or a Lender Affiliate with respect to such Facility at such time and which, so long as no Default or Event of a resignation by the Administrative Agent or the Collateral AgentDefault exists, shall be a bank with an office in acceptable to the United StatesCompany, which acceptance shall not be unreasonably withheld or an Affiliate of any such bank with an office in the United States, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londondelayed. If no such successor Global Agent or Applicable Facility Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Global Agent gives or Applicable Facility Agent's giving of notice of its resignation, then the resignation of the retiring Global Agent or Applicable Facility Agent as the case may be, shall nonetheless thereupon be effective and the Facility Agents, in the case of the Global Agent's resignation, or the Applicable Facility Lenders, in the case of an Applicable Facility Agent's resignation, shall perform all the obligations of the retiring Agent may on behalf of hereunder until such time, if any, as the Required Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting as provided for above. Upon the qualifications set forth above; provided that if acceptance of any appointment as Global Agent or Applicable Facility Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Global Agent shall notify the Parent Borrower or Applicable Facility Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Global Agent or Applicable Facility Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the any retiring Global Agent or Applicable Facility Agent’s 's resignation hereunder and under the other Credit Documentsas Global Agent or Applicable Facility Agent, the provisions of this Article and Section 11.04 XII shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as such Agent. Any resignation by JPMCB as Administrative Global Agent or Collateral Applicable Facility Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, right to appoint a successor in consultation with the consent of the Parent Borrower (provided that no consent shall be required if unless an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank (x) with an office in the United StatesNew York, New York and (iiy) in the case a combined capital surplus of $1,000,000,000. If a resignation by the Canadian Agent, shall be Person serving as an Agent is a bank with an office in Canada, Defaulting Lender or an Affiliate of any a Defaulting Lender, or, subject to the provisions of Section 2.09, the Calculation Agent has failed to deliver a Collateral Shortfall Notice, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such bank Person remove such Person as Agent and, in consultation with the Borrower (except when an office in Canada or (iii) in the case Event of Default exists), appoint a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londonsuccessor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if in no event shall any such successor be a Defaulting Lender. In addition and without any obligation on the part of the retiring Agent shall to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Lender Appointment Period notify the Parent Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation, which effective date shall 112 be no earlier than three (3) Business Days after the date of such notice. Upon the resignation effective date established in such notice, or the date on which the Required Lenders remove an Agent as set forth above, and regardless of whether a successor Agent has been appointed and accepted such appointment, then such the retiring or removed Agent’s resignation or removal shall nonetheless become effective in accordance with such notice and (1i) the retiring or removed Agent shall be discharged from its duties and obligations as an Agent hereunder and under the other Credit Loan Documents (except that in the case but shall not be relieved of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time its obligations as a successor Agent is appointed) Lender, and (2ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring retiring, retired or removed Agent (other than any rights to indemnity payments owed to the retiring, retired or retiredremoved Agent) Agent and the retiring retiring, retired or removed Agent shall be discharged from all of its duties and obligations as an Agent hereunder or and/or under the other Credit Loan Documents but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this SectionSection 9.06). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring retiring, retired or removed Agent’s resignation or removal hereunder and under the other Credit Loan Documents, the provisions of this Article IX and Section 11.04 10.04 shall continue in effect for the benefit of such retiring retiring, retired or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as such an Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as Notwithstanding anything herein to the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereundercontrary, (a) if at any time any Agent ceases to be a Lender hereunder, such successor Agent shall succeed be deemed to and become vested with all have provided its notice of resignation, which notice shall be automatically effective as of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lenderdate such Agent ceased to be a Lender hereunder, (b) if at any time the retiring L/C Issuers and Swingline Lender Person serving as the Administrative Agent ceases to be the Administrative Agent hereunder, such Person shall be discharged from all deemed to have provided its notice of their respective duties and obligations hereunder or under resignation as Calculation Agent, which notice shall be automatically effective as of the other Credit Documentsdate such Person ceased to be the Administrative Agent hereunder, and (c) if at any time the successor L/C Issuers Person serving as the Calculation Agent ceases to be the Calculation Agent hereunder, such Person shall issue letters be deemed to have provided its notice of credit in substitution for the Letters of Creditresignation as Administrative Agent, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations which notice shall be automatically effective as of the retiring L/C Issuers with respect date such Person ceased to such Letters of Creditbe the Calculation Agent hereunder.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, right to appoint a successor in consultation with the consent of the Parent Borrower (provided that no consent shall be required if unless an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank (x) with an office in the United StatesNew York, New York and (iiy) in the case a combined capital surplus of $1,000,000,000. If a resignation by the Canadian Agent, shall be Person serving as an Agent is a bank with an office in Canada, Defaulting Lender or an Affiliate of a Defaulting Lender, or, subject to the provisions of Section 2.09, the Calculation Agent has failed to deliver a Collateral Shortfall Notice or any such bank with an office in Canada or (iii) in the case of Agent that is not also a resignation Lender hereunder has failed to act as required by the London Agentterms of this Agreement, shall be the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Agent and, in consultation with the Borrower (except when an Event of Default exists), appoint a bank with an office in London, or an Affiliate of any such bank with an office in Londonsuccessor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the any retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the such retiring Agent may appoint, on behalf of the Lenders and the L/C IssuersLenders, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if in no event shall any such successor be a Defaulting Lender. In addition, and without any obligation on the part of the retiring Agent shall to appoint, on behalf of the Lenders, a successor Agent, a retiring Agent shall, at any time upon or after the end of the Lender Appointment Period, notify the Parent Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and of the effective date of such retiring Agent’s resignation, which effective date shall be no earlier than three (3) Business Days after the date of such notice. Upon the resignation effective date established in such notice, or the date on which the Required Lenders remove an Agent as set forth above, and regardless of whether a successor Agent has been appointed and accepted such appointment, then such the retiring or removed Agent’s resignation or removal shall nonetheless become effective in accordance with such notice and (1i) the retiring or removed Agent shall be discharged from its duties and obligations as an Agent hereunder and under the other Credit Documents (except that in the case Loan Documents, but shall not be relieved of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time its obligations as a successor Agent is appointed) Lender, and (2ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring retiring, retired or removed Agent (other than any rights to indemnity payments owed to the retiring, retired or retiredremoved Agent) Agent and the retiring retiring, retired or removed Agent shall be discharged from all of its duties and obligations as an Agent hereunder or and/or under the other Credit Loan Documents but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this SectionSection 9.06). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring retiring, retired or removed Agent’s resignation or removal hereunder and under the other Credit Loan Documents, 106 ​ the provisions of this Article IX and Section 11.04 10.04 shall continue in effect for the benefit of such retiring retiring, retired or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as such an Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as Notwithstanding anything herein to the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereundercontrary, (a) if at any time a Lender is serving as an Agent and such successor Person ceases to be a Lender hereunder, such Person shall succeed be deemed to and become vested with all have provided its notice of resignation as Agent, which notice shall be automatically effective as of the rights, powers, privileges date such Person ceased to be a Lender hereunder and duties of the retiring L/C Issuers and Swingline Lender, (b) if at any time a Person is serving as both the retiring L/C Issuers Administrative Agent and Swingline Lender the Calculation Agent, if at any time such Person ceases to be either the Administrative Agent or the Calculation Agent hereunder, such Person shall be discharged from all deemed to have provided its notice of their respective duties and obligations hereunder resignation as Calculation Agent or under the other Credit Documentsas Administrative Agent, and (c) the successor L/C Issuers respectively, in each case, which notice shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations be automatically effective as of the retiring L/C Issuers with respect date such Person ceased to such Letters of Creditbe the Administrative Agent or the Calculation Agent hereunder.

Resignation of an Agent. Each of the Agents may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Parent Borrower (provided provided, that no consent shall be required if an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, 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, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in London. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided provided, that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub- Section Page agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents may may, at any time upon thirty (30) days written notice to the Lenders, the L/C Issuers and the Borrower, give notice of its resignation to the Lenders, the L/C Issuers and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank financial institution with an office in the United States, or an Affiliate of any such bank with an office in the United States, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in London. If no such successor shall have been so appointed by the Required Lenders Xxxxxxx and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders Xxxxxxx appoint a successor Agent as provided for above in this SectionSection 10.06. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this SectionSection 10.06). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such Agent. Any resignation by JPMCB PNC Bank, National Association as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section 10.06 shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers Issuer and Swingline Lender, (b) the retiring L/C Issuers Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers Issuer to effectively assume the obligations of the retiring L/C Issuers Issuer with respect to such Letters of Credit.

Resignation of an Agent. Each Any of the Agents may resign at any time give by giving notice thereof (a) with respect to the resignation of its resignation the Global Agent, to the Lenders, the L/C Issuers Borrowers and the Parent BorrowerFacility Agents, and (b) with respect to the resignation of any Applicable Facility Agent, to the Applicable Lenders, the Applicable Borrowers, the Company and the Global Agent. Upon receipt of any such notice resignation of resignationthe Global Agent, the Required Lenders with respect to the Total Facilities shall have the rightright to appoint a successor Global Agent, with the consent of the Parent Borrower (provided that no consent which shall be required if an a Lender under the Total Facilities at such time and which, so long as no Default or Event of Default has occurred and is continuing)exists, shall be acceptable to the Company, which acceptance shall not be unreasonably withheld or delayed. Upon any such 115 122 resignation of an Applicable Facility Agent, the Required Lenders with respect to the specific Facility shall have the right to appoint a successorsuccessor Facility Agent for such Facility, which (i) in the case shall be a Lender under such Facility at such time and which, so long as no Default or Event of a resignation by the Administrative Agent or the Collateral AgentDefault exists, shall be a bank with an office in acceptable to the United StatesCompany, which acceptance shall not be unreasonable withheld or an Affiliate of any such bank with an office in the United States, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londondelayed. If no such successor Global Agent or Applicable Facility Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Global Agent gives or Applicable Facility Agent's giving of notice of its resignation, then the resignation of the retiring Global Agent or Applicable Facility Agent as the case may be, shall nonetheless thereupon be effective and the Facility Agents, in the case of the Global Agent's resignation, or the Applicable Facility Lenders, in the case of an Applicable Facility Agent's resignation, shall perform all the obligations of the retiring Agent may on behalf of hereunder until such time, if any, as the Required Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting as provided for above. Upon the qualifications set forth above; provided that if acceptance of any appointment as Global Agent or Applicable Facility Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Global Agent shall notify the Parent Borrower or Applicable Facility Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Global Agent or Applicable Facility Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the any retiring Global Agent or Applicable Facility Agent’s 's resignation hereunder and under the other Credit Documentsas Global Agent or Applicable Facility Agent, the provisions of this Article and Section 11.04 XII shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as such Agent. Any resignation by JPMCB as Administrative Global Agent or Collateral Applicable Facility Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents Any Agent may resign at any time give by giving notice of its resignation thereof (a) with respect to the resignation of Global Agent, to Lenders, Company and Facility Agents, and (b) with respect to the L/C Issuers resignation of any applicable Facility Agent, to applicable Lenders, Company and the Parent BorrowerGlobal Agent. Upon receipt of any such notice resignation of resignationGlobal Agent, the Required Requisite Lenders shall have the rightright to appoint a successor Global Agent, with the consent of the Parent Borrower (provided that no consent which shall be required if an a Lender at such time and which, so long as no Default or Event of Default has occurred and is continuing)exists, shall be acceptable to Company, which acceptance shall not be unreasonably withheld or delayed. Upon any such resignation of an applicable Facility Agent, the applicable Requisite Class Lenders with respect to the applicable Facility shall have the right to appoint a successorsuccessor Facility Agent for such Facility, which (i) in the case shall be a Lender under such Facility at such time and which, so long as no Default or Event of a resignation by the Administrative Agent or the Collateral AgentDefault exists, shall be a bank with an office in the United Statesacceptable to Company, which acceptance shall not be unreasonable withheld or an Affiliate of any such bank with an office in the United States, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londondelayed. If no such successor Global Agent or applicable Facility Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Global Agent gives or applicable Facility Agent's giving of notice of its resignation, then the resignation of the retiring Global Agent or applicable Facility Agent as the case may be, shall nonetheless thereupon be effective and Facility Agents, in the case of Global Agent's resignation, or applicable Facility Lenders, in the case of an applicable Facility Agent's resignation, shall perform all the obligations of the retiring Agent may on behalf of hereunder until such time, 133 if any, as the Requisite Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting as provided for above. Upon the qualifications set forth above; provided that if acceptance of any appointment as Global Agent or applicable Facility Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Global Agent shall notify the Parent Borrower or applicable Facility Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Global Agent or applicable Facility Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the any retiring Global Agent or applicable Facility Agent’s 's resignation hereunder and under the other Credit Documentsas Global Agent or applicable Facility Agent, the provisions of this Article and Section 11.04 9 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as such Agent. Any resignation by JPMCB as Administrative Global Agent or Collateral applicable Facility Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Lenders and the Parent Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, right to appoint a successor in consultation with the consent of the Parent Borrower (provided that no consent shall be required if unless an Event of Default has occurred and is continuing), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank (x) with an office in the United StatesNew York, New York and (iiy) in the case a combined capital surplus of $1,000,000,000. If a resignation by the Canadian Agent, shall be Person serving as an Agent is a bank with an office in Canada, Defaulting Lender or an Affiliate of any a Defaulting Lender, or, subject to the provisions of Section 2.09, the Calculation Agent has failed to deliver a Collateral Shortfall Notice, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such bank Person remove such Person as Agent and, in consultation with the Borrower (except when an office in Canada or (iii) in the case Event of Default exists), appoint a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londonsuccessor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if in no event shall any such successor be a Defaulting Lender. In addition and without any obligation on the part of the retiring Agent shall to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the end of the Lender Appointment Period notify the Parent Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation, which effective date shall be no earlier than three (3) Business Days after the date of such notice. Upon the resignation effective date established in such notice, or the date on which the Required Lenders remove an Agent as set forth above, and regardless of whether a successor Agent has been appointed and accepted such appointment, then such the retiring or removed Agent’s resignation or removal shall nonetheless become effective in accordance with such notice and (1i) the retiring or removed Agent shall be discharged from its duties and obligations as an Agent hereunder and under the other Credit Loan Documents (except that in the case but shall not be relieved of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time its obligations as a successor Agent is appointed) Lender, and (2ii) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 9.06. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as an Agent of the retiring retiring, retired or removed Agent (other than any rights to indemnity payments owed to the retiring, retired or retiredremoved Agent) Agent and the retiring retiring, retired or removed Agent shall be discharged from all of its duties and obligations as an Agent hereunder or and/or under the other Credit Loan Documents but shall not be relieved of any of its obligations as a Lender (if not already discharged therefrom as provided above in this SectionSection 9.06). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring retiring, retired or removed Agent’s resignation or removal hereunder and under the other Credit Loan Documents, the provisions of this Article IX and Section 11.04 10.04 shall continue in effect for the benefit of such retiring retiring, retired or removed Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as such an Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as Notwithstanding anything herein to the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereundercontrary, (a) if at any time any Agent ceases to be a Lender hereunder, such successor Agent shall succeed be deemed to and become vested with all have provided its notice of resignation, which notice shall be 102 1661860.04-NYCSR03A - MSW automatically effective as of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lenderdate such Agent ceased to be a Lender hereunder, (b) if at any time the retiring L/C Issuers and Swingline Lender Person serving as the Administrative Agent ceases to be the Administrative Agent hereunder, such Person shall be discharged from all deemed to have provided its notice of their respective duties and obligations hereunder or under resignation as Calculation Agent, which notice shall be automatically effective as of the other Credit Documentsdate such Person ceased to be the Administrative Agent hereunder, and (c) if at any time the successor L/C Issuers Person serving as the Calculation Agent ceases to be the Calculation Agent hereunder, such Person shall issue letters be deemed to have provided its notice of credit in substitution for the Letters of Creditresignation as Administrative Agent, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations which notice shall be automatically effective as of the retiring L/C Issuers with respect date such Person ceased to such Letters of Creditbe the Calculation Agent hereunder.

Resignation of an Agent. Each of the Agents Any Agent may at any time give forty-five (45) days prior written notice of its resignation to the LendersBanks, the L/C Issuers Issuing Bank and the Parent BorrowerRyder. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the rightright to appoint a successor (and, with the consent of the Parent Borrower (provided that so long as no consent shall be required if an Default or Event of Default has occurred and is continuingexists, shall be acceptable to Ryder (with such acceptance not to be unreasonably withheld or delayed)), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United Statesappropriate jurisdiction for such Agent, or an Affiliate of any such bank with an office in the United States, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londonbank. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 thirty (30) days after the such retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders Banks and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Issuing Bank, appoint a successor Administrative Agent, Canadian Agent or U.K. Agent, as applicable, meeting the qualifications set forth aboveabove (and, so long as no Default or Event of Default exists, such successor appointed by the retiring Agent shall be acceptable to Ryder (with such acceptance not to be unreasonably withheld or delayed)); provided that if such Agent shall notify the Parent Borrower Ryder and the Lenders Banks that no qualifying Person has accepted such appointmentappointment or been approved by Ryder, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender Bank and each L/C Issuer the Issuing Bank directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Administrative Agent, Canadian Agent or U.K. Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower Ryder to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower Ryder and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article §16 and Section 11.04 §§15 and 18 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such an Administrative Agent, the Canadian Agent or the U.K. Agent, as applicable. 117 Any resignation by JPMCB Bank of America as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer Issuing Bank and Swingline Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers Issuing Bank and Swingline Swing Line Lender, (b) the retiring L/C Issuers Issuing Bank and Swingline Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Loan Documents, and (c) the successor L/C Issuers Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers Issuing Bank to effectively assume the obligations of the retiring L/C Issuers Issuing Bank with respect to such Letters of Credit. Any resignation by Royal Bank as Canadian Agent pursuant to this Section shall also constitute its resignation as the Canadian Swing Line Lender. Upon the acceptance of a successor’s appointment as Canadian Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the Canadian Swing Line Lender and (b) the retiring Canadian Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents. Any resignation by RBS as U.K. Agent pursuant to this Section shall also constitute its resignation as a Swing Line Lender of U.K. Swing Line Loans. Upon the acceptance of a successor’s appointment as U.K. Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the Swing Line Lender of U.K. Swing Line Loans and (b) the retiring Swing Line Lender of U.K. Swing Line Loans shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the other Agent, L/C Issuers and the Parent BorrowerBorrowers. Upon receipt of any such notice of resignation, the applicable Required Lenders shall have the right, in consultation with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Borrowers, to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral U.S. Agent, 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, (ii) States and in the case of a resignation by the Canadian Agent, Agent shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londonthat accepts deposits. If no such successor shall have been so appointed by the applicable Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the applicable Lenders and the applicable L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if such the retiring Agent shall notify the Parent Borrower Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Loan Documents, such the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such the retiring Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the applicable Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such Agent. Any resignation by JPMCB Bank of America as Administrative U.S. Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency U.S. L/C Issuer and Swingline U.S. Swing Line Lender. Any resignation by Bank of America Canada as Canadian Agent pursuant to this Section shall also constitute its resignation as Canadian L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers Issuer and Swingline Swing Line Lender, (b) the retiring L/C Issuers Issuer and Swingline Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Loan Documents, and (c) the successor L/C Issuers Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers Issuer to effectively assume the obligations of the retiring L/C Issuers Issuer with respect to such Letters of Credit.

Resignation of an Agent. Each of the Agents Any Agent may at any time give forty-five (45) days prior written notice of its resignation to the LendersBanks, the L/C Issuers Issuing Bank and the Parent BorrowerRyder. Upon receipt of any such notice of resignation, the Required Lenders Majority Banks shall have the rightright to appoint a successor (and, with the consent of the Parent Borrower (provided that so long as no consent shall be required if an Default or Event of Default has occurred and is continuingexists, shall be acceptable to Ryder (with such acceptance not to be unreasonably withheld or delayed)), to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United Statesappropriate jurisdiction for such Agent, or an Affiliate of any such bank with an office in the United States, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londonbank. If no such successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 thirty (30) days after the such retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders Banks and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Issuing Bank, appoint a successor Administrative Agent, Canadian Agent or U.K. Agent, as applicable, meeting the qualifications set forth aboveabove (and, so long as no Default or Event of Default exists, such successor appointed by the retiring Agent shall be acceptable to Ryder (with such acceptance not to be unreasonably 121 withheld or delayed)); provided that if such Agent shall notify the Parent Borrower Ryder and the Lenders Banks that no qualifying Person has accepted such appointmentappointment or been approved by Ryder, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender Bank and each L/C Issuer the Issuing Bank directly, until such time as the Required Lenders Majority Banks appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Administrative Agent, Canadian Agent or U.K. Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower Ryder to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower Ryder and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article §16 and Section 11.04 §15 and §18 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such an Administrative Agent, the Canadian Agent or the U.K. Agent, as applicable. Any resignation by JPMCB Bank of America as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer Issuing Bank and Swingline Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers Issuing Bank and Swingline Swing Line Lender, (b) the retiring L/C Issuers Issuing Bank and Swingline Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Loan Documents, and (c) the successor L/C Issuers Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers Issuing Bank to effectively assume the obligations of the retiring L/C Issuers Issuing Bank with respect to such Letters of Credit. Any resignation by RBC as Canadian Agent pursuant to this Section shall also constitute its resignation as the Canadian Swing Line Lender. Upon the acceptance of a successor’s appointment as Canadian Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the Canadian Swing Line Lender and (b) the retiring Canadian Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents. Any resignation by RBS as U.K. Agent pursuant to this Section shall also constitute its resignation as a Swing Line Lender of U.K. Swing Line Loans. Upon the acceptance of a successor’s appointment as U.K. Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the Swing Line Lender of U.K. Swing Line Loans and (b) the retiring Swing Line Lender of U.K. Swing Line Loans shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents.

Resignation of an Agent. Each Subject to the appointment and acceptance of a successor Agent as provided in this Section 9.08, the Co-Syndication Agents, the Co-Documentation Agents or the Administrative Agent may resign at any time give notice of its resignation to by notifying the Lenders, the L/C Issuers Lenders and the Parent BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent approval of the Parent Borrower (Company provided that no consent shall be required if an Default or Event of Default has shall have occurred and is then be continuing), and such approval not to be unreasonably withheld, delayed or conditioned, to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral successor to such Agent, 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, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in London. If no such successor shall have been so appointed by the Required Lenders (with the approval of the Company) and shall have accepted such appointment within 30 thirty (30) days after the retiring resigning Agent gives notice of its resignation, then the retiring resigning Agent may may, on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent which shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that a bank of similar standing with an office in the case New York, New York, or an Affiliate of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Sectionbank. Upon the acceptance of its appointment as Agent hereunder by a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent resigning Agent, and the retiring resigning Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section)of such date. The fees payable by the Parent Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower Company and such successor. After the retiring an Agent’s resignation hereunder and under the other Credit Documentshereunder, the provisions of this Article and Section 11.04 10.03 hereof shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties resigning Agent in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as such an Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.

Resignation of an Agent. Each Any of the Agents may resign at any time give by giving notice thereof (a) with respect to the resignation of its resignation the Global Agent, to the Lenders, the L/C Issuers Borrowers and the Parent BorrowerFacility Agents, and (b) with respect to the resignation of any Applicable Facility Agent, to the Applicable Lenders, the Applicable Borrowers, the Company and the Global Agent. Upon receipt of any such notice resignation of resignationthe Global Agent, the Required Lenders with respect to the Total Facilities shall have the rightright to appoint a successor Global Agent, with the consent of the Parent Borrower (provided that no consent which shall be required if an a Lender under or a Lender Affiliate with respect to the Total Facilities at such time and which, so long as no Default or Event of Default has occurred and is continuing)exists, shall be acceptable to the Company, which acceptance shall not be unreasonably withheld or delayed. Upon any such resignation of an Applicable Facility Agent, the Required Lenders with respect to the specific Facility shall have the right to appoint a successorsuccessor Facility Agent for such Facility, which (i) in the case shall be a Lender under or a Lender Affiliate with respect to such Facility at such time and which, so long as no Default or Event of a resignation by the Administrative Agent or the Collateral AgentDefault exists, shall be a bank with an office in acceptable to the United StatesCompany, which acceptance shall not be unreasonably withheld or an Affiliate of any such bank with an office in the United States, (ii) in the case of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in Londondelayed. If no such successor Global Agent or Applicable Facility Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Global Agent gives or Applicable Facility Agent's giving of notice of its 141 148 resignation, then the resignation of the retiring Global Agent or Applicable Facility Agent as the case may be, shall nonetheless thereupon be effective and the Facility Agents, in the case of the Global Agent's resignation, or the Applicable Facility Lenders, in the case of an Applicable Facility Agent's resignation, shall perform all the obligations of the retiring Agent may on behalf of hereunder until such time, if any, as the Required Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting as provided for above. Upon the qualifications set forth above; provided that if acceptance of any appointment as Global Agent or Applicable Facility Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Global Agent shall notify the Parent Borrower or Applicable Facility Agent, and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Global Agent or Applicable Facility Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the L/C Issuers under any of the Credit Documents, such retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the any retiring Global Agent or Applicable Facility Agent’s 's resignation hereunder and under the other Credit Documentsas Global Agent or Applicable Facility Agent, the provisions of this Article and Section 11.04 ARTICLE XII shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as such Global Agent or Applicable Facility Agent. Any Notwithstanding the foregoing, and providing the Canadian Facility Agent is a Schedule II Bank, the Canadian Facility Agent may, at any time, resign as Canadian Facility Agent and appoint as successor Canadian Facility Agent a Schedule III Bank that is an affiliate of the Canadian Facility Agent. Such resignation by JPMCB as Administrative Agent or Collateral and appointment shall be effective upon notice to the Global Agent, as the case may beLenders, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer the Borrowers and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of CreditFacility Agents.

Resignation of an Agent. Each of the Agents Any Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Parent BorrowerCompany. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Company, to appoint a successor, which (i) in which, with respect to the case of a resignation by successor to the Administrative Agent or the Collateral Agent, 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, (ii) in and, with respect to the case of a resignation by successor to the Canadian Australian Administrative Agent, shall be a bank with an office in CanadaAustralia, or an Affiliate of any such bank with an office in Canada or (iii) in Australia, and, with respect to the case of a resignation by successor to the London Australian Collateral Agent, shall be a bank with an office in LondonHong Kong, or an Affiliate of any such bank with an office in LondonHong Kong. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing), appoint a successor Agent meeting the qualifications set forth above; provided that if such Agent shall notify the Parent Borrower Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or the an L/C Issuers Issuer under any of the Credit Loan Documents, such the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each applicable Lender and each applicable L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this SectionSection 9.07. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent (other than as provided in Section 3.01 and other than any rights to indemnity payments or other amounts owed to the retiring Agent as of the effective date of such resignation), and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this SectionSection 9.07). The fees payable by the Parent Borrower Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower Company and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article and Section 11.04 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Agent was acting as an Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent. Any resignation by JPMCB Bank of America as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section 9.07 shall also constitute its resignation as Dollar U.S. L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, Multicurrency it shall retain all the rights, powers, privileges and duties as an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C Issuer and Swingline all L/C Obligations with respect thereto, including the right to require that the applicable Lenders make Base Rate Loans or fund risk participations in the Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the U.S. Revolving Sub-facility Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring U.S. L/C Issuers Issuer and Swingline Swing Line Lender, (b) the retiring U.S. L/C Issuers Issuer and Swingline Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Loan Documents, and (c) the successor U.S. L/C Issuers Issuer shall issue letters of credit in substitution for the U.S. Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring U.S. L/C Issuers Issuer to effectively assume the obligations of the retiring U.S. L/C Issuers Issuer with respect to such U.S. Letters of Credit.

Resignation of an Agent. Each of the Agents An Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers Issuing Bank and the Parent Borrower. Upon receipt of any such notice of resignation, the Required First Lien Lenders shall have the right, in consultation with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Borrower, to appoint a successor, which (i) in the case of a resignation by the Administrative Agent or the Collateral Agent, shall be a bank with an office in the United StatesStates of America, or an Affiliate of any such bank with an office in the United States, (ii) in the case States of a resignation by the Canadian Agent, shall be a bank with an office in Canada, or an Affiliate of any such bank with an office in Canada or (iii) in the case of a resignation by the London Agent, shall be a bank with an office in London, or an Affiliate of any such bank with an office in LondonAmerica. If no such successor shall have been so appointed by the Required First Lien Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuers, with the consent of the Parent Borrower (provided that no consent shall be required if an Event of Default has occurred and is continuing)Issuing Bank, appoint a successor Agent meeting the qualifications set forth above; above provided that if such Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any collateral security held by such the Collateral Agent on behalf of the Lenders or the L/C Issuers Issuing Bank under any of the Credit Loan Documents, such the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and each L/C Issuer the Issuing Bank directly, until such time as the Required First Lien Lenders appoint a successor Agent as provided for above in this Sectionparagraph. Upon the acceptance of a successor’s 's appointment as an such Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Sectionparagraph). The fees payable by the Parent Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Agent’s 's resignation hereunder and under the other Credit Loan Documents, the provisions of this Article and Section 11.04 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as such Agent. Any resignation by JPMCB as Administrative Agent or Collateral Agent, as the case may be, pursuant to this Section shall also constitute its resignation as Dollar L/C Issuer, Multicurrency L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuers and Swingline Lender, (b) the retiring L/C Issuers and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor L/C Issuers shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuers to effectively assume the obligations of the retiring L/C Issuers with respect to such Letters of Credit.