Common use of Successor Administrative Agent and Issuing Bank Clause in Contracts

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an Issuing Bank may resign at any time upon 30 days’ notice to the Lenders with a copy of such notice to the Borrower. If the Administrative Agent or Issuing Bank resigns under this Agreement, the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned). If no successor administrative agent or issuing bank is appointed prior to the effective date of the resignation of the Administrative Agent or Issuing Bank, the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned), a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI and Sections 12.03 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an Issuing Bank may resign at any time upon 30 days’ by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the Majority Banks upon receipt of written notice from the Majority Banks to such effect. Upon receipt of notice of any such resignation or removal, the Majority Banks shall have the right to appoint a copy of such notice to the Borrower. If the successor Administrative Agent or Issuing Bank resigns under this Agreement, only with the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower Borrower, which consent shall not be unreasonably withheld, delayed or conditioned). If no successor administrative agent Administrative Agent or issuing bank is Issuing Bank shall have been so appointed prior to by the effective date Majority Banks with the consent of the Borrower, and shall have accepted such appointment, within thirty days after the retiring Administrative Agent's or Issuing Bank's giving of notice of resignation or the Majority Banks' removal of the retiring Administrative Agent or Issuing Bank, then the retiring Administrative Agent may appointor Issuing Bank may, after consulting with on behalf of the Lenders Banks and the Borrower, appoint a successor Administrative Agent or Issuing Bank, which shall be, in the case of a successor Administrative Agent, a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000.00 and, so long as no Event in the case of Default has occurred which is continuing, upon written approval of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned)an Issuing Bank, a successor administrative agent and/or issuing bank from among the LendersBank. Upon the acceptance of its any appointment as Administrative Agent or Issuing Bank by a successor administrative agent and/or issuing bank hereunderAdministrative Agent or Issuing Bank, such successor administrative agent and/or issuing bank Administrative Agent or Issuing Bank shall thereupon succeed to and become vested with all the rights, powers powers, privileges, and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank , and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning discharged from its duties and obligations under this Agreement and the other Credit Documents, except that the retiring Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation or removal and the provisions affecting such Issuing Bank with respect to such Letters of Credit shall inure to the benefit of the resigning retiring Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s 's or Issuing Bank's resignation or removal hereunder as Administrative AgentAgent or Issuing Bank, the provisions of this Article XI and Sections 12.03 and 12.05 VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Issuing Bank under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for aboveother Credit Documents.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an any Issuing Bank may resign at any time upon 30 days’ notice to the Lenders with a copy of such notice to the Borrower. If the Administrative Agent or any Issuing Bank resigns under this Agreement, the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned)Default. If no successor administrative agent or issuing bank is appointed prior to the effective date of the resignation of the Administrative Agent or the applicable Issuing Bank, the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval of and the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned)Borrower, a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI VIII and Sections 12.03 9.04 and 12.05 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders Xxxxxxx appoint a successor agent as provided for above.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an and the Issuing Bank may resign at any time upon 30 days’ by giving prior written notice thereof to the Lenders with and the Company, such resignation to be effective upon the appointment of a copy successor Administrative Agent or successor Issuing Bank, as applicable, or, if no successor Administrative Agent or successor Issuing Bank, as applicable, has been appointed, 45 days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Majority Lenders shall have the right to appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent or a successor Issuing Bank, as applicable. If no successor Administrative Agent or successor Issuing Bank, as applicable, shall have been so appointed by the Majority Lenders within thirty days after the resigning Administrative Agent's or resigning Issuing Bank's giving notice of its intention to resign, then the Borrowerresigning Administrative Agent or resigning Issuing Bank, as applicable, may appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent or successor Issuing Bank, as applicable. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrowers shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent or successor Issuing Bank, as applicable, shall be deemed to be appointed hereunder until such successor Administrative Agent or successor Issuing Bank, as applicable, has accepted the appointment. Any such successor Administrative Agent or successor Issuing Bank shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent or Issuing Bank resigns under this AgreementBank, the Majority Lenders shall appoint from among the Lenders as applicable, hereunder by a successor administrative agent Administrative Agent or issuing bank for successor Issuing Bank, such successor Administrative Agent or successor Issuing Bank shall thereupon succeed to and become vested with all the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent rights, powers, privileges and duties of the Borrower shall not be unreasonably withheld, delayed or conditioned)resigning. If no successor administrative agent or issuing bank is appointed prior to Upon the effective date effectiveness of the resignation of the an Administrative Agent or Issuing Bank, the resigning Administrative Agent may appoint, after consulting with or resigning Issuing Bank shall be discharged from its duties and obligations hereunder and under the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval Credit Documents. After the effectiveness of the Borrower (which approval resignation of the Borrower shall not be unreasonably withheld, delayed or conditioned), a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers and duties of the retiring an Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI and Sections 12.03 and 12.05 VIII shall inure to its continue in effect for the benefit as to of Administrative Agent or Issuing Bank in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Issuing Bank hereunder until such time, if any, as and under the Majority Lenders appoint a successor agent as provided for aboveother Credit Documents.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an Issuing Bank may resign at any time upon 30 days’ notice to the Lenders with a copy of such notice to the Borrower. If the Administrative Agent or Issuing Bank resigns under this Agreement, the Majority Required Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned). If no successor administrative agent or issuing bank is appointed prior to the effective date of the resignation of the Administrative Agent or Issuing Bank, the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned), a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI and Sections 12.03 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Required Lenders appoint a successor agent as provided for above.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an the Issuing Bank may resign at any time upon 30 days’ notice to the Lenders with a copy of such notice to the Borrower. If the Administrative Agent or Issuing Bank resigns under this Agreement, the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned). If no successor administrative agent or issuing bank is appointed prior to the effective date of the resignation of the Administrative Agent or Issuing Bank, the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned), a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such the Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI and Sections 12.03 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above; provided that in the case of any security held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under the Loan Documents, the retiring Administrative Agent shall continue to hold such security until such time as a successor administrative agent is appointed.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an and each Issuing Bank may resign at any time upon 30 days’ by giving prior written notice thereof to the Lenders with and the Company, such resignation to be effective upon the appointment of a copy successor Administrative Agent or successor Issuing Bank, as applicable, or, if no successor Administrative Agent or successor Issuing Bank, as applicable, has been appointed, 45 days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Majority Lenders shall have the right to appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent or a successor Issuing Bank, as applicable. If no successor Administrative Agent or successor Issuing Bank, as applicable, shall have been so appointed by the Majority Lenders within thirty days after the resigning Administrative Agent's or resigning Issuing Bank's giving notice of its intention to resign, then the Borrowerresigning Administrative Agent or resigning Issuing Bank, as applicable, may appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent or successor Issuing Bank, as applicable. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrowers shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent or successor Issuing Bank, as applicable, shall be deemed to be appointed hereunder until such successor Administrative Agent or successor Issuing Bank, as applicable, has accepted the appointment. Any such successor Administrative Agent or successor Issuing Bank shall be a commercial bank having capital and retained earnings of at least $100,000,000.00. Upon the acceptance of any appointment as Administrative Agent or Issuing Bank resigns under this AgreementBank, the Majority Lenders shall appoint from among the Lenders as applicable, hereunder by a successor administrative agent Administrative Agent or issuing bank for successor Issuing Bank, such successor Administrative Agent or successor Issuing Bank shall thereupon succeed to and become vested with all the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent rights, powers, privileges and duties of the Borrower shall not be unreasonably withheld, delayed resigning Administrative Agent or conditioned)Issuing Bank. If no successor administrative agent or issuing bank is appointed prior to Upon the effective date effectiveness of the resignation of the an Administrative Agent or Issuing Bank, the resigning Administrative Agent may appoint, after consulting with or resigning Issuing Bank shall be discharged from its duties and obligations hereunder and under the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval Credit Documents. After the effectiveness of the Borrower (which approval resignation of the Borrower shall not be unreasonably withheld, delayed or conditioned), a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers and duties of the retiring an Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI and Sections 12.03 and 12.05 VIII shall inure to its continue in effect for the benefit as to of Administrative Agent or Issuing Bank in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Issuing Bank hereunder until such time, if any, as and under the Majority Lenders appoint a successor agent as provided for aboveother Credit Documents.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an Issuing Bank may resign at any time upon 30 days’ notice to the Lenders with a copy of such notice to the Borrower. If the Administrative Agent or Issuing Bank resigns under this Agreement, the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned). If no successor administrative agent or issuing bank is appointed prior to the effective date of the resignation of the Administrative Agent or Issuing Bank, the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned), a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Issuing Bank Bank, and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI and Sections 12.03 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above.

Successor Administrative Agent and Issuing Bank. The ----------------------------------------------- Administrative Agent or an the Issuing Bank may resign at any time upon 30 days’ by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the Majority Banks upon receipt of written notice from the Majority Banks to such effect. Upon receipt of notice of any such resignation or removal, the Majority Banks shall have the right to appoint a copy of such notice to the Borrower. If the successor Administrative Agent or Issuing Bank resigns under this Agreementwith, the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of if an Event of Default (which has not occurred and is not continuing, the consent of the Borrower Borrower, which consent shall not be unreasonably withheld, delayed or conditioned). If no successor administrative agent Administrative Agent or issuing bank is appointed prior to Issuing Bank shall have been so appointed, and shall have accepted such appointment, within 30 days after the effective date retiring Administrative Agent's or Issuing Bank's giving of notice of resignation or the Majority Banks' removal of the resignation retiring Administrative Agent or the Issuing Bank, then the retiring Administrative Agent or Issuing Bank may, on behalf of the Banks and the Borrower, appoint a successor Administrative Agent or Issuing Bank, which shall be a commercial bank meeting the Administrative Agent may appoint, after consulting with the Lenders financial requirements of an Eligible Assignee and, so long as no Event of Default has occurred which is continuing, upon written approval in the case of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned)Issuing Bank, a successor administrative agent and/or issuing bank from among the LendersBank. Upon the acceptance of its any appointment as Administrative Agent or Issuing Bank by a successor administrative agent and/or issuing bank hereunderAdministrative Agent or Issuing Bank, such successor administrative agent and/or issuing bank Administrative Agent or Issuing Bank shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank , and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning discharged from its duties and obligations under this Agreement and the other Credit Documents, except that the retiring Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit issued by the Issuing Bank and outstanding on the effective date of its resignation or removal and the provisions affecting such the Issuing Bank with respect to such Letters of Credit shall inure to the benefit of the resigning retiring Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s 's or Issuing Bank's resignation or removal hereunder as Administrative AgentAgent or Issuing Bank, the provisions of this Article XI and Sections 12.03 and 12.05 VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Issuing Bank under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for aboveother Credit Documents.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an the Issuing Bank may resign at any time upon 30 days’ by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the Majority Banks upon receipt of written notice from the Majority Banks to such effect. Upon receipt of notice of any such resignation or removal, the Majority Banks shall have the right to appoint a copy of such notice to the Borrower. If the successor Administrative Agent or Issuing Bank resigns under this Agreement, with the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower Borrower, which consent shall not be unreasonably withheld, delayed or conditioned). If no successor administrative agent Administrative Agent or issuing bank is Issuing Bank shall have been so appointed prior to by the effective date Majority Banks with the consent of the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's or Issuing Bank's giving of notice of resignation or the Majority Banks' removal of the retiring Administrative Agent or Issuing Bank, then the retiring Administrative Agent may appointor Issuing Bank may, after consulting with on behalf of the Lenders Banks and the Borrower, appoint a successor Administrative Agent or Issuing Bank, which shall be, in the case of a successor agent, a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000 and, so long as no Event of Default has occurred which is continuing, upon written approval in the case of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned)Issuing Bank, a successor administrative agent and/or issuing bank from among the LendersBank. Upon the acceptance of its any appointment as Administrative Agent or Issuing Bank by a successor administrative agent and/or issuing bank hereunderAdministrative Agent or Issuing Bank, such successor administrative agent and/or issuing bank Administrative Agent or Issuing Bank shall thereupon succeed to and become vested with all the rights, powers powers, privileges, and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank , and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning discharged from any duties and obligations under this Agreement and the other Credit Documents after such acceptance, except that the retiring Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation or removal and the provisions affecting such the Issuing Bank with respect to such Letters of Credit shall inure to the benefit and remain the obligation of, as applicable, of the resigning retiring Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s 's or Issuing Bank's resignation or removal hereunder as Administrative AgentAgent or Issuing Bank, the provisions of this Article XI and Sections 12.03 and 12.05 7 shall inure to its such Person's benefit and remain the obligation of, as applicable, as to any actions taken or omitted to be taken by it such Person while it such Person was Administrative Agent or Issuing Bank under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for aboveother Credit Documents.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an Issuing Bank may resign at any time upon 30 days’ notice to the Lenders with a copy of such notice to the Borrower. If the Administrative Agent or Issuing Bank resigns under this Agreement, the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned)Default. If no successor administrative agent or issuing bank is appointed prior to the effective date of the resignation of the Administrative Agent or Issuing Bank, the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval of and the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned)Borrower, a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI VIII and Sections 12.03 9.04 and 12.05 9.09 shall inure to its Xxxxx Energy Partners -Operating L.P. Credit Agreement 80 benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an the Issuing Bank may resign at any time upon 30 days’ by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the Majority Banks upon receipt of written notice from the Majority Banks to such effect. Upon receipt of notice of any such resignation or removal, the Majority Banks shall have the right to appoint a copy of such notice to the Borrower. If the successor Administrative Agent or Issuing Bank resigns under this Agreement, only with the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower Borrower, which consent shall not be unreasonably withheld, delayed or conditioned). If no successor administrative agent Administrative Agent or issuing bank is Issuing Bank shall have been so appointed prior to by the effective date Majority Banks with the consent of the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's or Issuing Bank's giving of notice of resignation or the Majority Banks' removal of the retiring Administrative Agent or Issuing Bank, then the retiring Administrative Agent may appointor Issuing Bank may, after consulting with on behalf of the Lenders Banks and the Borrower, appoint a successor Administrative Agent or Issuing Bank, which shall be, in the case of a successor Administrative Agent, a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000.00 and, so long as no Event of Default has occurred which is continuing, upon written approval in the case of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned)Issuing Bank, a successor administrative agent and/or issuing bank from among the LendersBank. Upon the acceptance of its any appointment as Administrative Agent or Issuing Bank by a successor administrative agent and/or issuing bank hereunderAdministrative Agent or Issuing Bank, such successor administrative agent and/or issuing bank Administrative Agent or Issuing Bank shall thereupon succeed to and become vested with all the rights, powers powers, privileges, and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank , and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning discharged from its duties and obligations under this Agreement and the other Credit Documents, except that the retiring Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation or removal and the provisions affecting such the Issuing Bank with respect to such Letters of Credit shall inure to the benefit of the resigning retiring Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s 's or Issuing Bank's resignation or removal hereunder as Administrative AgentAgent or Issuing Bank, the provisions of this Article XI and Sections 12.03 and 12.05 VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Issuing Bank under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for aboveother Credit Documents.

Successor Administrative Agent and Issuing Bank. (a) The Administrative Agent or an Issuing Bank may shall have the right to resign at any time by giving prior written notice thereof to the Lenders and the Borrower, and, if the Administrative Agent is deemed insolvent or becomes the subject of an insolvency, bankruptcy, dissolution, liquidation or reorganization proceeding, or if the Administrative Agent or any substantial part of its Property becomes the subject of an appointment of a receiver, intervenor or conservator, or a trustee or similar officer becomes the subject of a bankruptcy under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, the Administrative Agent may be removed at any time thereafter by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by Required Lenders. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Trustee hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor the Administrative Agent by the Borrower and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation or any such removal, if a successor the Administrative Agent has not already been appointed by the retiring Administrative Agent, Required Lenders shall have the right, upon 30 daysfive (5) Business Days’ notice to the Lenders with Borrower, to appoint a copy of successor to the Administrative Agent, such notice successor to be a Lender or to be otherwise reasonably acceptable to the Borrower. If neither Required Lenders nor the Administrative Agent or Issuing Bank resigns under this Agreementhave appointed a successor Administrative Agent, then the Majority Required Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented deemed to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned). If no successor administrative agent or issuing bank is appointed prior have succeeded to the effective date of the resignation of the Administrative Agent or Issuing Bank, the Administrative Agent may appoint, after consulting and become vested with the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned), a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent or Issuing Bank and the term “hereunder by a successor Administrative Agent” , that successor Administrative Agent shall thereupon succeed to and “Issuing Bank” shall mean such successor administrative agent become vested with all the rights, powers, privileges and duties of the retiring or issuing bank removed the Administrative Agent and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as removed the Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, together with all records and other documents necessary or Issuing Bank appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative 116 Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Security Documents, whereupon such retiring or removed the Administrative Agent shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of discharged from its resignation duties and the provisions affecting such Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of Creditobligations hereunder. After any retiring or removed the Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article XI and Sections 12.03 and 12.05 Section 9.07 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for abovehereunder.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an any Issuing Bank may resign at any time upon 30 days’ notice to the Lenders with a copy of such notice to the Borrower. If the Administrative Agent or any Issuing Bank resigns under this Agreement, the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned)Default. If no successor administrative agent or issuing bank is appointed prior to the effective date of the resignation of the Administrative Agent or the applicable Issuing Bank, the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval of and the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned)Borrower, a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI VIII and Sections 12.03 9.04 and 12.05 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an Issuing Bank may resign at any time upon 30 days’ by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the Majority Banks upon receipt of written notice from the Majority Banks to such effect. Upon receipt of notice of any such resignation or removal, the Majority Banks shall have the right to appoint a copy of such notice to the Borrower. If the successor Administrative Agent or Issuing Bank resigns under this Agreement, only with the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower Borrower, which consent shall not be unreasonably withheld, delayed or conditioned). If no successor administrative agent Administrative Agent or issuing bank is Issuing Bank shall have been so appointed prior to by the effective date Majority Banks with the consent of the Borrower, and shall have accepted such appointment, within thirty days after the retiring Administrative Agent’s or Issuing Bank’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent or Issuing Bank, then the retiring Administrative Agent may appointor Issuing Bank may, after consulting with on behalf of the Lenders Banks and the Borrower, appoint a successor Administrative Agent or Issuing Bank, which shall be, in the case of a successor Administrative Agent, a commercial bank organized under the laws of the United States of America or of any State thereof and 77 having a combined capital and surplus of at least $500,000,000.00 and, so long as no Event in the case of Default has occurred which is continuing, upon written approval of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned)an Issuing Bank, a successor administrative agent and/or issuing bank from among the LendersBank. Upon the acceptance of its any appointment as Administrative Agent or Issuing Bank by a successor administrative agent and/or issuing bank hereunderAdministrative Agent or Issuing Bank, such successor administrative agent and/or issuing bank Administrative Agent or Issuing Bank shall thereupon succeed to and become vested with all the rights, powers powers, privileges, and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank , and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning discharged from its duties and obligations under this Agreement and the other Credit Documents, except that the retiring Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation or removal and the provisions affecting such Issuing Bank with respect to such Letters of Credit shall inure to the benefit of the resigning retiring Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s or Issuing Bank’s resignation or removal hereunder as Administrative AgentAgent or Issuing Bank, the provisions of this Article XI and Sections 12.03 and 12.05 VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Issuing Bank under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for aboveother Credit Documents.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an the Issuing Bank may resign at any time upon 30 days’ by giving written notice thereof to the Lenders Banks and the Borrowers and may be removed at any time with or without cause by the Majority Banks upon receipt of written notice from the Majority Banks to such effect. Upon receipt of notice of any such resignation or removal, the Majority Banks shall have the right to appoint a copy of such notice to the Borrower. If the successor Administrative Agent or Issuing Bank resigns under this Agreement, with the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower Borrowers, which consent shall not be unreasonably withheld, delayed or conditioned). If no successor administrative agent Administrative Agent or issuing bank is Issuing Bank shall have been so appointed prior to by the effective date Majority Banks with the consent of the Borrowers, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s or Issuing Bank’s giving of notice of resignation or the Majority Banks’ removal of the retiring Administrative Agent or Issuing Bank, then the retiring Administrative Agent may appointor Issuing Bank may, after consulting on behalf of the Banks in consultation with the Lenders Borrowers, appoint a successor Administrative Agent or Issuing Bank, which shall be, in the case of a successor agent, a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000 and, so long as no Event of Default has occurred which is continuing, upon written approval in the case of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned)Issuing Bank, a successor administrative agent and/or issuing bank from among the LendersBank. Upon the acceptance of its any appointment as Administrative Agent or Issuing Bank by a successor administrative agent and/or issuing bank hereunderAdministrative Agent or Issuing Bank, such successor administrative agent and/or issuing bank Administrative Agent or Issuing Bank shall thereupon succeed to and become vested with all the rights, powers powers, privileges, and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank , and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning discharged from any duties and obligations under this Agreement and the other Credit Documents after such acceptance, except that the retiring Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation or removal and the provisions affecting such the Issuing Bank with respect to such Letters of Credit shall inure to the benefit of the resigning retiring Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s or Issuing Bank’s resignation or removal hereunder as Administrative AgentAgent or Issuing Bank, the provisions of this Article XI and Sections 12.03 and 12.05 7 shall inure to its such Person’s benefit as to any actions taken or omitted to be taken by it such Person while it such Person was Administrative Agent or Issuing Bank under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for aboveother Credit Documents.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an and each Issuing Bank may resign at any time upon 30 days’ by giving prior written notice thereof to the Lenders with and the Company, such resignation to be effective upon the appointment of a copy successor Administrative Agent or successor Issuing Bank, as applicable, or, if no successor Administrative Agent or successor Issuing Bank, as applicable, has been appointed, 45 days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Majority Lenders shall have the right to appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent or a successor Issuing Bank, as applicable. If no successor Administrative Agent or successor Issuing Bank, as applicable, shall have been so appointed by the Majority Lenders within thirty days after the resigning Administrative Agent's or resigning Issuing Bank's giving notice of its intention to resign, then the Borrowerresigning Administrative Agent or resigning Issuing Bank, as applicable, may appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent or successor Issuing Bank, as applicable. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrowers shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent or successor Issuing Bank, as applicable, shall be deemed to be appointed hereunder until such successor Administrative Agent or successor Issuing Bank, as applicable, has accepted the appointment. Any such successor Administrative Agent or successor Issuing Bank shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent or Issuing Bank resigns under this AgreementBank, the Majority Lenders shall appoint from among the Lenders as applicable, hereunder by a successor administrative agent Administrative Agent or issuing bank for successor Issuing Bank, such successor Administrative Agent or successor Issuing Bank shall thereupon succeed to and become vested with all the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent rights, powers, privileges and duties of the Borrower shall not be unreasonably withheld, delayed or conditioned)resigning. If no successor administrative agent or issuing bank is appointed prior to Upon the effective date effectiveness of the resignation of the an Administrative Agent or Issuing Bank, the resigning Administrative Agent may appoint, after consulting with or resigning Issuing Bank shall be discharged from its duties and obligations hereunder and under the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval Credit Documents. After the effectiveness of the Borrower (which approval resignation of the Borrower shall not be unreasonably withheld, delayed or conditioned), a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers and duties of the retiring an Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI and Sections 12.03 and 12.05 VIII shall inure to its continue in effect for the benefit as to of Administrative Agent or Issuing Bank in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment acting as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Issuing Bank hereunder until such time, if any, as and under the Majority Lenders appoint a successor agent as provided for aboveother Credit Documents.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an any Issuing Bank may resign at any time upon 30 days’ notice to the Lenders with a copy of such notice to the Borrower. If the Administrative Agent or any Issuing Bank resigns under this Agreement, the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned)Default. If no successor administrative agent or issuing bank is appointed prior to the effective date of the resignation of the Administrative Agent or the applicable Issuing Bank, the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval of and the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned)Borrower, a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of 103 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI VIII and Sections 12.03 9.04 and 12.05 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above.

Successor Administrative Agent and Issuing Bank. The Administrative Agent or an the Issuing Bank may resign at any time upon 30 days’ by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the Majority Banks upon receipt of written notice from the Majority Banks to such effect. Upon receipt of notice of any such resignation or removal, the Majority Banks shall have the right to appoint a copy of such notice to the Borrower. If the successor Administrative Agent or Issuing Bank resigns under this Agreementwith, the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of if an Event of Default (which has not occurred and is not continuing, the consent of the Borrower Borrower, which consent shall not be unreasonably withheld, delayed withheld or conditioned)delayed. If no successor administrative agent Administrative Agent or issuing bank is appointed prior to Issuing Bank shall have been so appointed, and shall have accepted such appointment, within 30 days after the effective date retiring Administrative Agent’s or Issuing Bank’s giving of notice of resignation or the Majority Banks’ removal of the resignation retiring Administrative Agent or the Issuing Bank, then the retiring Administrative Agent or Issuing Bank may, on behalf of the Banks and the Borrower, appoint a successor Administrative Agent or Issuing Bank, which shall be a commercial bank meeting the Administrative Agent may appoint, after consulting with the Lenders financial requirements of an Eligible Assignee and, so long as no Event of Default has occurred which is continuing, upon written approval in the case of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned)Issuing Bank, a successor administrative agent and/or issuing bank from among the LendersBank. Upon the acceptance of its any appointment as Administrative Agent or Issuing Bank by a successor administrative agent and/or issuing bank hereunderAdministrative Agent or Issuing Bank, such successor administrative agent and/or issuing bank Administrative Agent or Issuing Bank shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent or Issuing Bank and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank , and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning discharged from its duties and obligations under this Agreement and the other Credit Documents, except that the retiring Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit issued by the Issuing Bank and outstanding on the effective date of its resignation or removal and the provisions affecting such the Issuing Bank with respect to such Letters of Credit shall inure to the benefit of the resigning retiring Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s or Issuing Bank’s resignation or removal hereunder as Administrative AgentAgent or Issuing Bank, the provisions of this Article XI and Sections 12.03 and 12.05 VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Issuing Bank under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for aboveother Credit Documents.