Common use of Resignation of Administrative Agent or Issuing Lender Clause in Contracts

Resignation of Administrative Agent or Issuing Lender. Each Administrative Agent and each Issuing Lender may at any time give notice of its resignation to the other Lender Parties and the Borrowers. Upon receipt of any such notice of resignation, (a) the US Majority Lenders shall have the right, in consultation with the US Borrower, to appoint a successor US Administrative Agent, which shall be a bank with an office in Houston, Texas or an Affiliate of any such bank with an office in Houston, Texas, (b) the US Majority Lenders shall have the right, in consultation with the US Borrower to appoint a successor US Issuing Lender, which shall be a Lender with an office in Houston, Texas or an Affiliate of any such Lender with an office in Houston, Texas, (c) the Canadian Majority Lenders shall have the right, in consultation with the Canadian Borrower, to appoint a successor Canadian Administrative Agent and Canadian Issuing Lender, which shall be a bank who is a Canadian Resident Lender with an office in Calgary, Alberta Canada, or an Affiliate of any such bank with an office in Calgary, Alberta Canada. If no such successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Issuing Lender gives notice of its resignation, then the retiring Administrative Agent or Issuing Lender, as applicable, may on behalf of the Lenders and Issuing Lenders, appoint a successor agent or issuing lender meeting the qualifications set forth above provided that if the retiring Administrative Agent or Issuing Lender shall notify the 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 Administrative Agent or Issuing Lender, as applicable, shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that (y) in the case of any collateral security held by such Administrative Agent on behalf of the Lenders or an Issuing Lender under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (z) the retiring Issuing Lender shall remain the Issuing Lender with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting the Issuing Lender with respect to such Letters of Credit shall inure to the benefit of the retiring Issuing Lender until the termination of all such Letters of Credit.), and (2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent or Issuing Lender, as applicable, shall instead be made by or to each applicable class of Lenders, until such time as the applicable Majority Lenders appoint a successor Administrative Agent or Issuing Lender as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Issuing Lender hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Issuing Lender, as applicable, and the retiring Administrative Agent or Issuing Lender, as applicable, 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 paragraph). The fees payable by the Borrowers to a successor Administrative Agent or Issuing Lender, as applicable shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s or Issuing Lender’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Sections 9.1(b), (c), and (d) and Section 2.3(h) shall continue in effect for the benefit of such retiring Administrative Agent and Issuing Lender, 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 Administrative Agent or Issuing Lender, as applicable, was acting as US Administrative Agent, Canadian Administrative Agent, US Issuing Lender or Canadian Issuing Lender.

Resignation of Administrative Agent or Issuing Lender. Each The Administrative Agent may resign at any time upon at least thirty (30) days’ prior written notice to the Lenders and each the Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, with the approval of the Borrower unless an Event of Default has occurred and is continuing, to appoint a successor Administrative Agent. Such resignation shall become effective in accordance with such resigning party’s notice and such resigning party shall be discharged from its duties and obligations as Administrative Agent hereunder and under the other Credit Documents. An Issuing Lender may at any time give notice of its resignation to the other Lender Parties and the BorrowersBorrower. Upon receipt of any such notice of resignation, (a) the US Majority Lenders shall have the right, in consultation with the US Borrowerapproval of the Borrower unless an Event of Default has occurred and is continuing, to appoint a successor US Administrative Agent, which shall be a bank with an office in Houston, Texas or an Affiliate of any such bank with an office in Houston, Texas, (b) the US Majority Lenders shall have the right, in consultation with the US Borrower to appoint a successor US Issuing Lender, which shall be a Lender with an office in Houston, Texas or an Affiliate of any such Lender with an office in Houston, Texas, (c) the Canadian Majority Lenders shall have the right, in consultation with the Canadian Borrower, to appoint a successor Canadian Administrative Agent and Canadian Issuing Lender, which shall be a bank who is a Canadian Resident Lender with an office in Calgary, Alberta Canada, or an Affiliate of any such bank with an office in Calgary, Alberta Canada. If no such successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent or such Issuing Lender gives notice of its resignation, then the retiring Administrative Agent or Issuing Lender, as applicable, may on behalf of and at the Lenders and Issuing direction of the Lenders, appoint a successor agent or issuing lender meeting the qualifications set forth above provided that if the retiring Administrative Agent or Issuing Lender shall notify with the Borrowers approval of the Borrower (such approval not to be unreasonably withheld or delayed) unless an Event of Default has occurred and the Lenders that no qualifying is continuing. Once a Person has accepted such appointment, then the resignation of such resignation Issuing Lender shall nonetheless become effective in accordance with such its notice and (1) the retiring Administrative Agent or Issuing Lender, as applicable, such resigning party shall be discharged from its duties and obligations as Issuing Lender hereunder and under the other Credit Documents (except that (y) in the case of any collateral security held by such Administrative Agent on behalf of the Lenders or an Issuing Lender under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (z) the retiring Issuing Lender shall remain the Issuing Lender with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting the Issuing Lender with respect to such Letters of Credit shall inure to the benefit of the retiring Issuing Lender such Person until the termination or expiration of all such Letters of Credit.Credit (without any pending drawing thereon) issued by such Person and the reimbursement or payment of all Obligations in connection therewith), and (2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent or Issuing Lender, as applicable, shall instead be made by or to each applicable class of Lenders, until such time as the applicable Majority Lenders appoint a successor Administrative Agent or Issuing Lender as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Issuing Lender hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Issuing Lender, as applicableapplicable (except for such rights, powers, privileges, and benefits as continue in favor of the retiring (or retired) Issuing Lender as provided herein), and the retiring Administrative Agent or Issuing Lender, as applicable, 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 paragraphSection). The fees payable by the Borrowers Borrower to a successor Administrative Agent or Issuing Lender, as applicable applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Administrative Agent’s or Issuing Lender’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Sections 9.1(b), (c), and (d) and Section 2.3(h) shall continue in effect for the benefit of such retiring Administrative Agent and Issuing Lender, 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 Administrative Agent or Issuing Lender, as applicable, was acting as US Administrative Agent, Canadian Administrative Agent, US Issuing Lender Agent or Canadian Issuing Lender.

Resignation of Administrative Agent or Issuing Lender. Each Administrative Agent and each Issuing Lender may at any time give notice of its resignation to the other Lender Parties and the Borrowers. Upon receipt of any such notice of resignation, (a) the US Revolving Majority Lenders and the Term B Majority Lenders shall have the right, in consultation with the US Borrower, to appoint a successor US Administrative Agent, which shall be a bank with an office in Houston, Texas or an Affiliate of any such bank with an office in Houston, Texas, (b) the US Revolving Majority Lenders shall have the right, in consultation with the US Borrower to appoint a successor US Issuing Lender, which shall be a Lender with an office in Houston, Texas or an Affiliate of any such Lender with an office in Houston, Texas, (c) the Canadian Majority Lenders shall have the right, in consultation with the Canadian Borrower, to appoint a successor Canadian Administrative Agent and Canadian Issuing Lender, which shall be a bank who is a Canadian Resident Lender with an office in Calgary, Alberta Canada, or an Affiliate of any such bank with an office in Calgary, Alberta Canada. If no such successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Issuing Lender gives notice of its resignation, then the retiring Administrative Agent or Issuing Lender, as applicable, may on behalf of the Lenders and Issuing Lenders, appoint a successor agent or issuing lender meeting the qualifications set forth above provided that if the retiring Administrative Agent or Issuing Lender shall notify the 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 Administrative Agent or Issuing Lender, as applicable, shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that (y) in the case of any collateral security held by such Administrative Agent on behalf of the Lenders or an Issuing Lender under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (z) the retiring Issuing Lender shall remain the Issuing Lender with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting the Issuing Lender with respect to such Letters of Credit shall inure to the benefit of the retiring Issuing Lender until the termination of all such Letters of Credit.), and (2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent or Issuing Lender, as applicable, shall instead be made by or to each applicable class of Lenders, until such time as the applicable Majority Lenders appoint a successor Administrative Agent or Issuing Lender as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Issuing Lender hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Issuing Lender, as applicable, and the retiring Administrative Agent or Issuing Lender, as applicable, 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 paragraph). The fees payable by the Borrowers to a successor Administrative Agent or Issuing Lender, as applicable shall sh all be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s or Issuing Lender’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Sections 9.1(b), (c), and (d) and Section 2.3(h) shall continue in effect for the benefit of such retiring Administrative Agent and Issuing Lender, 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 Administrative Agent or Issuing Lender, as applicable, was acting as US Administrative Agent, Canadian Administrative Agent, US Issuing Lender or Canadian Issuing Lender.

Resignation of Administrative Agent or Issuing Lender. Each The Administrative Agent and each or an Issuing Lender may at any time give notice of its resignation to the other Lender Parties and the BorrowersBorrower. Upon receipt of any such notice of resignation, (a) the US Majority Lenders shall have the right, in consultation with the US Borrowerapproval of the Borrower unless an Event of Default has occurred and is continuing, to appoint a successor US Administrative Agent, which shall be a bank with an office in Houston, Texas or an Affiliate of any such bank with an office in Houston, Texas, (b) the US Majority Lenders shall have the right, in consultation with the US Borrower to appoint Agent and/or a successor US Issuing Lender, which shall be a Lender with an office in Houston, Texas or an Affiliate of any such Lender with an office in Houston, Texas, (c) the Canadian Majority Lenders shall have the right, in consultation with the Canadian Borrower, to appoint a successor Canadian Administrative Agent and Canadian Issuing Lender, which shall be a bank who is a Canadian Resident Lender with an office in Calgary, Alberta Canada, or an Affiliate of any such bank with an office in Calgary, Alberta Canada. If no such successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Issuing Lender Xxxxx Fargo gives notice of its resignation, then the retiring Administrative Agent or Issuing Lender, as applicable, Xxxxx Fargo may on behalf of the Lenders and Issuing Lenders, appoint a successor agent with the approval of the Borrower (such approval not to be unreasonably withheld or issuing lender meeting the qualifications set forth above provided that if the retiring Administrative Agent or Issuing Lender shall notify the Borrowers delayed) unless an Event of Default has occurred and the Lenders that no qualifying is continuing. Once a Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent or Issuing Lender, as applicable, such Person shall be discharged from its duties and obligations as Administrative Agent and/or Issuing Lender hereunder and under the other Credit Documents (except that (y) in the case of any collateral security held by such Administrative Agent on behalf of the Lenders or an Issuing Lender under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (z) the retiring Issuing Lender shall remain the Issuing Lender with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting the Issuing Lender with respect to such Letters of Credit shall inure to the benefit of the retiring Issuing Lender such Person until the termination of all such Letters of Credit.Credit issued by such Person), and (2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent or Issuing Lender, as applicable, shall instead be made by or to each applicable class of Lenders, until such time as the applicable Majority Lenders appoint a successor Administrative Agent or Issuing Lender as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Issuing Lender hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Issuing Lender, as applicable, and the retiring Administrative Agent or Issuing Lender, as applicable, 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 paragraph). The fees payable by the Borrowers Borrower to a successor Administrative Agent or Issuing Lender, as applicable shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Administrative Agent’s or Issuing Lender’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Sections 9.1(b), (c), and (d) and Section 2.3(h) shall continue in effect for the benefit of such retiring Administrative Agent and Issuing Lender, 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 Administrative Agent or Issuing Lender, as applicable, was acting as US Administrative Agent, Canadian Administrative Agent, US Issuing Lender Agent or Canadian Issuing Lender.

Resignation of Administrative Agent or Issuing Lender. Each The Administrative Agent and each Xxxxx Fargo, as an Issuing Lender Lender, may at any time give notice of its resignation to the other Lender Parties and the BorrowersBorrower; provided, however that Xxxxx Fargo may not resign as Issuing Lender unless it is concurrently resigning as Administrative Agent. Upon receipt of any such notice of resignation, (a) the US Majority Lenders shall have the right, in consultation with the US Borrowerapproval of the Borrower unless an Event of Default has occurred and is continuing, to appoint a successor US Administrative Agent, which shall be a bank with an office in Houston, Texas or an Affiliate of any such bank with an office in Houston, Texas, (b) the US Majority Lenders shall have the right, in consultation with the US Borrower to appoint a successor US Issuing Lender, which shall be a Lender with an office in Houston, Texas or an Affiliate of any such Lender with an office in Houston, Texas, (c) the Canadian Majority Lenders shall have the right, in consultation with the Canadian Borrower, to appoint a successor Canadian Administrative Agent and Canadian a successor Issuing Lender, which shall be a bank who is a Canadian Resident Lender with an office in Calgary, Alberta Canada, or an Affiliate of any such bank with an office in Calgary, Alberta Canada. If no such successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Issuing Lender Xxxxx Fargo gives notice of its resignation, then the retiring Administrative Agent or Issuing Lender, as applicable, Xxxxx Fargo may on behalf of the Lenders and Issuing Lenders, appoint a successor agent or and issuing lender meeting with the qualifications set forth above provided that if approval of the retiring Administrative Agent Borrower (such approval not to be unreasonably withheld or Issuing Lender shall notify the Borrowers delayed) unless an Event of Default has occurred and the Lenders that no qualifying is continuing. Once a Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent or Issuing Lender, as applicable, Xxxxx Fargo shall be discharged from its duties and obligations as Administrative Agent and Issuing Lender hereunder and under the other Credit Documents (except that (y) in the case of any collateral security held by such Administrative Agent on behalf of the Lenders or an Issuing Lender under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (z) the retiring Issuing Lender Xxxxx Fargo shall remain the Issuing Lender with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting the Issuing Lender with respect to such Letters of Credit shall inure to the benefit of the retiring Issuing Lender Xxxxx Fargo until the termination of all such Letters of Credit.), and (2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent or Issuing Lender, as applicable, shall instead be made by or to each applicable class of Lenders, until such time as the applicable Majority Lenders appoint a successor Administrative Agent or Issuing Lender as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Issuing Lender hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Issuing Lender, as applicable, and the retiring Administrative Agent or Issuing Lender, as applicable, 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 paragraph). The fees payable by the Borrowers Borrower to a successor Administrative Agent or Issuing Lender, as applicable shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Administrative Agent’s or Issuing Lender’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Sections 9.1(b), (c), and (d) and Section 2.3(h) shall continue in effect for the benefit of such retiring Administrative Agent and Issuing Lender, 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 Administrative Agent or Issuing Lender, as applicable, was acting as US Administrative Agent, Canadian Administrative Agent, US Issuing Lender Agent or Canadian Issuing Lender.

Resignation of Administrative Agent or Issuing Lender. Each Administrative Agent and each Issuing Lender may at any time give notice of its resignation to the other Lender Parties and the Borrowers. Upon receipt of any such notice of resignation, (a) the US Revolving Majority Lenders and the Term B Majority Lenders shall have the right, in consultation with the US Borrower, to appoint a successor US Administrative Agent, which shall be a bank with an office in Houston, Texas or an Affiliate of any such bank with an office in Houston, Texas, (b) the US Revolving Majority Lenders shall have the right, in consultation with the US Borrower to appoint a successor US Issuing Lender, which shall be a Lender with an office in Houston, Texas or an Affiliate of any such Lender with an office in Houston, Texas, (c) the Canadian Majority Lenders shall have the right, in consultation with the Canadian Borrower, to appoint a successor Canadian Administrative Agent and Canadian Issuing Lender, which shall be a bank who is a Canadian Resident Lender with an office in Calgary, Alberta Canada, or an Affiliate of any such bank with an office in Calgary, Alberta Canada. If no such successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Issuing Lender gives notice of its resignation, then the retiring Administrative Agent or Issuing Lender, as applicable, may on behalf of the Lenders and Issuing Lenders, appoint a successor agent or issuing lender meeting the qualifications set forth above provided that if the retiring Administrative Agent or Issuing Lender shall notify the 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 Administrative Agent or Issuing Lender, as applicable, shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that (y) in the case of any collateral security held by such Administrative Agent on behalf of the Lenders or an Issuing Lender under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (z) the retiring Issuing Lender shall remain the Issuing Lender with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting the Issuing Lender with respect to such Letters of Credit shall inure to the benefit of the retiring Issuing Lender until the termination of all such Letters of Credit.), and (2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent or Issuing Lender, as applicable, shall instead be made by or to each applicable class of Lenders, until such time as the applicable Majority Lenders appoint a successor Administrative Agent or Issuing Lender as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Issuing Lender hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Issuing Lender, as applicable, and the retiring Administrative Agent or Issuing Lender, as applicable, 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 paragraph). The fees payable by the Borrowers to a successor Administrative Agent or Issuing Lender, as applicable shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s or Issuing Lender’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Sections 9.1(b), (c), and (d) and Section 2.3(h) shall continue in effect for the benefit of such retiring Administrative Agent and Issuing Lender, 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 Administrative Agent or Issuing Lender, as applicable, was acting as US Administrative Agent, Canadian Administrative Agent, US Issuing Lender or Canadian Issuing Lender.

Resignation of Administrative Agent or Issuing Lender. Each Administrative Agent and each Issuing Lender may at any time give notice of its resignation to the other Lender Parties and the Borrowers. Upon receipt of any such notice of resignation, (a) the US Majority Lenders shall have the right, in consultation with the US Borrower, to appoint a successor US Administrative Agent, which shall be a bank with an office in Houston, Texas or an Affiliate of any such bank with an office in Houston, Texas, (b) the US Majority Lenders shall have the right, in consultation with the US Borrower to appoint a successor US Issuing Lender, which shall be a Lender with an office in Houston, Texas or an Affiliate of any such Lender with an office in Houston, Texas, (c) the Canadian Majority Lenders shall have the right, in consultation with the Canadian Borrower, to appoint a successor Canadian Administrative Agent and Canadian Issuing Lender, which shall be a bank who is a Canadian Resident Lender with an office in Calgary, Alberta Canada, or an Affiliate of any such bank with an office in Calgary, Alberta Canada. If no such successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Issuing Lender gives notice of its resignation, then the retiring Administrative Agent or Issuing Lender, as applicable, may on behalf of the Lenders and Issuing Lenders, appoint a successor agent or issuing lender meeting the qualifications set forth above provided that if the retiring Administrative Agent or Issuing Lender shall notify the 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 Administrative Agent or Issuing Lender, as applicable, shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that (y) in the case of any collateral security held by such Administrative Agent on behalf of the Lenders or an Issuing Lender under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (z) the retiring Issuing Lender shall remain the Issuing Lender with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting the Issuing Lender with respect to such Letters of Credit shall inure to the benefit of the retiring Issuing Lender until the termination of all such Letters of Credit.), and (2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent or Issuing Lender, as applicable, shall instead be made by or to each applicable class of Lenders, until such time as the applicable Majority Lenders appoint a successor Administrative Agent or Issuing Lender as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Issuing Lender hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Issuing Lender, as applicable, and the retiring Administrative Agent or Issuing Lender, as applicable, 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 paragraph). The fees payable by the Borrowers to a successor Administrative Agent or Issuing Lender, as applicable shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s or Issuing Lender’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Sections 9.1(b), (c), and (d) 9.1 and Section 2.3(h2.3(g) shall continue in effect for the benefit of such retiring Administrative Agent and Issuing Lender, 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 Administrative Agent or Issuing Lender, as applicable, was acting as US Administrative Agent, Canadian Administrative Agent, US Issuing Lender or Canadian Issuing Lender.

Resignation of Administrative Agent or Issuing Lender. Each The Administrative Agent and each or an Issuing Lender may at any time give notice of its resignation to the other Lender Parties and the BorrowersBorrower. Upon receipt of any such notice of resignation, (a) the US Majority Lenders shall have the right, in consultation with the US Borrowerapproval of the Borrower unless an Event of Default has occurred and is continuing, to appoint a successor US Administrative Agent, which shall be a bank with an office in Houston, Texas or an Affiliate of any such bank with an office in Houston, Texas, (b) the US Majority Lenders shall have the right, in consultation with the US Borrower to appoint Agent and/or a successor US Issuing Lender, which shall be a Lender with an office in Houston, Texas or an Affiliate of any such Lender with an office in Houston, Texas, (c) the Canadian Majority Lenders shall have the right, in consultation with the Canadian Borrower, to appoint a successor Canadian Administrative Agent and Canadian Issuing Lender, which shall be a bank who is a Canadian Resident Lender with an office in Calgary, Alberta Canada, or an Affiliate of any such bank with an office in Calgary, Alberta Canada. If no such successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent or such Issuing Lender gives notice of its resignation, then the retiring Administrative Agent or Issuing Lender, as applicable, Xxxxx Fargo may on behalf of the Lenders and Issuing Lenders, appoint a successor agent or issuing lender meeting the qualifications set forth above provided that if the retiring Administrative Agent or successor Issuing Lender shall notify with the Borrowers approval of the Borrower (such approval not to be unreasonably withheld or delayed) unless an Event of Default has occurred and the Lenders that no qualifying is continuing. Once a Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such resigning party’s notice and (1) the retiring Administrative Agent or Issuing Lender, as applicable, such resigning party shall be discharged from its duties and obligations as Administrative Agent and/or Issuing Lender hereunder and under the other Credit Documents (except that (y) in the case of any collateral security held by such Administrative Agent on behalf of the Lenders or an Issuing Lender under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (z) the retiring Issuing Lender shall remain the Issuing Lender with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting the Issuing Lender with respect to such Letters of Credit shall inure to the benefit of the retiring Issuing Lender such Person until the termination or expiration of all such Letters of Credit.Credit (without any pending drawing thereon) issued by such Person and the reimbursement or payment of all Obligations in connection therewith), and (2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent or Issuing Lender, as applicable, shall instead be made by or to each applicable class of Lenders, until such time as the applicable Majority Lenders appoint a successor Administrative Agent or Issuing Lender as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Issuing Lender hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Issuing Lender, as applicableapplicable (except for such rights, powers, privileges, and benefits as continue in favor of the retiring (or retired) Issuing Lender as provided herein), and the retiring Administrative Agent or Issuing Lender, as applicable, 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 paragraph). The fees payable by the Borrowers Borrower to a successor Administrative Agent or Issuing Lender, as applicable applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Borrower and such successor. After the retiring Administrative Agent’s or Issuing Lender’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Sections 9.1(b), (c), and (d) and Section 2.3(h) shall continue in effect for the benefit of such retiring Administrative Agent and Issuing Lender, 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 Administrative Agent or Issuing Lender, as applicable, was acting as US Administrative Agent, Canadian Administrative Agent, US Issuing Lender Agent or Canadian Issuing Lender.