Common use of Resignation of Agent Clause in Contracts

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowersBorrower. Upon any such resignation, the Required Lenders Banks shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent Agent, which shall be a commercial bank organized under which has an office in New York, New York. The Required Banks or the laws retiring Agent, as the case may be, shall upon the appointment of a Successor Agent promptly so notify the United States of America having combined capital Borrower, the Guarantors and surplus of at least $500,000,000the other Banks. Upon the acceptance of any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Lenders Banks and the BorrowersCompany and, unless otherwise approved by the Majority Banks, the Agent shall resign within thirty (30) days after the date on which its Commitment (plus the Commitments of any of its Bank Affiliates) is reduced to less than FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00); provided, however, that such resignation shall not be effective until the appointment of a successor Agent as provided for herein. Upon any such resignation, the Required Lenders Majority Banks shall have the right to appoint a successor Agent, subject (so long as no Default or . Unless an Event of Default has shall have occurred and is be continuing) , such successor Agent shall be acceptable to the written consent of an Authorized Representative, which consent shall not be unreasonably withheldCompany. If no successor Agent shall have been so appointed by the Required Lenders Banks as aforesaid and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent Agent, which shall be a commercial bank organized under the laws or financial institution of the United States of America having combined capital and surplus of at least $500,000,000recognized standing. Upon the acceptance of any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder as an Agent. After any retiring Agent's resignation hereunder as Agentresignation, the provisions of this Article X Agreement, the Notes and the Other Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it the Agent while it was acting as the Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders Purchaser, the Bank Investors and the BorrowersTransferor. Upon any such resignation, the Required Lenders Agent and the Bank Investors which hold 50% or more by aggregate principal balance of the Facility Limit shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders Agent or the Bank Investors which hold 50% or more by aggregate principal balance of the Facility Limit and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the LendersPurchaser and the Bank Investors, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X XII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the resignation Required Lenders shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to Agent with the written consent of an Authorized RepresentativeBorrower, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders Lenders, so consented to by Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint (without the consent of Borrower) a successor Agent which Agent, that shall be a commercial bank organized under the laws of the United States of America having financial institution with a combined capital and surplus or net worth of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successorsuccessor Agent in accordance with the terms hereof, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X SECTION 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a commercial bank organized under Lender which has an office in New York, New York. The Required Lenders or the laws retiring Agent, as the case may be, shall upon the appointment of a Successor Agent promptly so notify the United States of America having combined capital Borrower, the Guarantors and surplus of at least $500,000,000the other Lenders. Upon the acceptance of any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X 7 and Section 8.04 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor AgentAgent and, subject (so long as no Default or Event of Default has occurred and is continuing) to exists, the prior written consent approval of an Authorized Representativethe Borrower, which consent approval shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X ARTICLE XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, Agent subject (to the approval of the Borrower so long as no Default or Event of Default has shall have occurred and is be continuing) , such approval not to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving -------------------- notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Majority Lenders shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to Agent with the written consent of an Authorized RepresentativeBorrower, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,0001,000,000,000 and which shall have experience lending to oil and gas companies. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrowers. Upon any such resignation, the Required Lenders Banks shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent Agent, which shall be a commercial bank organized under which has an office in New York, New York. The Required Banks or the laws retiring Agent, as the case may be, shall upon the appointment of a Successor Agent promptly so notify the United States of America having combined capital Borrowers, the Guarantors and surplus of at least $500,000,000the other Banks. Upon the acceptance of any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, subject (so long as and if no Default or Event of Default has occurred and is continuing) , such successor Agent shall be reasonably satisfactory to the written consent of an Authorized Representative, which consent shall not be unreasonably withheldBorrower. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank Lender organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor AgentAgent and, subject (so long as no Default or Event of Default has occurred and is continuing) to exists, the prior written consent approval of an Authorized Representativethe Borrower, which consent approval shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X ARTICLE XII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrowers. In the event Agent's Percentage shall at any time be less than 20%, Agent shall resign if requested by the other Lenders. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) Agent which shall be reasonably satisfactory to the written consent of an Authorized Representative, which consent shall not be unreasonably withheldBorrowers. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's Agents giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having lender which has a combined capital and surplus of at least $500,000,000500,000,000 and which shall be reasonably satisfactory to the Borrowers. Upon the acceptance of any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of if the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any the retiring Agent's resignation hereunder as Agent, the provisions of this Article X ss.12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowersGuarantor. Upon any such resignation, the Required Lenders shall have the right (with the consent of the Guarantor) to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the LendersLenders and with the consent of the Guarantor, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have may appoint, with the right to appoint a successor Agentconsent of the Borrower, subject (so long as no there shall not have occurred and be continuing a Default or Event of Default has occurred and is continuing) to the written consent of an Authorized RepresentativeDefault, which consent shall not be unreasonably withheld, a successor Agent for the Lenders. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right (with the consent of the Borrower) to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may, on behalf of the LendersLenders and with the consent of the Borrower, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, subject (and, so long as there is no Default or Event of Default has occurred and is continuing) to Default, such successor shall be approved by the written consent of an Authorized RepresentativeBorrower, which consent approval shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrowers. Upon any such resignation, resignation the Required Lenders shall have the right to appoint a successor Agent, subject (so long as to the consent of the Borrowers, if no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representativein existence, which consent shall not be unreasonably withheldwithheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent which shall be a commercial Lender hereunder or other bank organized under the laws of the United States of America having or financial institution which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X ARTICLE 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agentthe Agent hereunder.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article X XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right (with the consent of the Borrower) to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the LendersLenders and with the consent of the Borrower, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring 80 Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article ARTICLE X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving forty-five (45) days’ notice thereof to the Lenders Agent, the Banks and the BorrowersBorrower. Upon any such resignation, the Required Lenders Majority Banks shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representativeresigning Agent; provided , which consent shall not be unreasonably withheldthat such successor is satisfactory to the Agent in its discretion. If no successor Agent shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within thirty forty-five (3045) days after the retiring Agent's ’s giving of notice of resignation, then the retiring resigning Agent may, on behalf of the LendersBanks, appoint a successor Agent Agent, which shall be a commercial bank organized under the laws of the United States of America having combined capital which has an office in Chicago, Illinois and which has capital, surplus and undivided profits of at least $500,000,000250,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations hereunder. After any retiring the resigning Agent's ’s resignation hereunder as Agenthereunder, the provisions of this Article X Section 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving forty-five (45) days’ notice thereof to the Lenders Agent, the Banks and the BorrowersBorrower. Upon any such resignation, the Required Lenders Majority Banks shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representativeresigning Agent; provided, which consent shall not be unreasonably withheldthat such successor is satisfactory to the Agent in its discretion. If no successor Agent shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within thirty forty-five (3045) days after the retiring Agent's ’s giving of notice of resignation, then the retiring resigning Agent may, on behalf of the LendersBanks, appoint a successor Agent Agent, which shall be a commercial bank organized under the laws of the United States of America having combined capital which has an office in Chicago, Illinois and which has capital, surplus and undivided profits of at least $500,000,000250,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations hereunder. After any retiring the resigning Agent's ’s resignation hereunder as Agenthereunder, the provisions of this Article X Section 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. The Agent may resign at any time by giving -------------------- notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have may appoint, with the right to appoint a successor Agentconsent of the Borrower, subject (so long as no there shall not have occurred and be continuing a Default or Event of Default has occurred and is continuing) to the written consent of an Authorized RepresentativeDefault, which consent shall not be unreasonably withheld, a successor Agent for the Lenders. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, resignation the Required Lenders shall have the right to appoint a successor Agent, subject (so long as to the consent of the Borrower, if no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representativein existence, which consent shall not be unreasonably withheldwithheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent which shall be a commercial Lender hereunder or other bank organized under the laws of the United States of America having or financial institution which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X ARTICLE 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agentthe Agent hereunder.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Majority Lenders shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to Agent with the written consent of an Authorized RepresentativeBorrower, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,0001,000,000,000 and which shall have experience lending to oil and gas companies. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving notice thereof to the Lenders Lender and the Borrowers. Upon any such resignation, the Required Lenders Lender shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to Agent with the written consent of an Authorized RepresentativeBorrowers, which consent shall not be unreasonably withheld, conditioned or delayed. If no successor Agent shall have been so appointed by the Required Lenders Lender, and/or so consented to by Borrowers and shall have the appointment accepted by such appointment successor Agent within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the LendersLender, appoint (without the consent of Borrowers) a successor Agent which that shall be a bank, commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000finance company or other financial institution. Upon the acceptance of any appointment as Agent hereunder by a successorsuccessor Agent in accordance with the terms hereof, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X Section 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have may appoint, with the right to appoint a successor Agentconsent of the Borrower, subject (so long as no there shall not have occurred and be continuing a Default or Event of Default has occurred and is continuing) to the written consent of an Authorized RepresentativeDefault, which consent shall not be unreasonably withheld, a successor Agent for the Lenders. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, Agent subject (to the approval of the Borrower so long as no Default or Event of Default has shall have occurred and is be continuing) , such approval not to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Quest as Borrowers' Agent. Upon any such resignation, resignation the Required Lenders shall have the right to appoint a successor Agent, subject (so long as to the consent of Borrowers, if no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representativein existence, which consent shall not be unreasonably withheldwithheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent which shall be a commercial Lender hereunder or other bank organized under the laws of the United States of America having or financial institution which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X Paragraph 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agentthe Agent hereunder.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent; provided, subject (however, that so long as no Default or Event of Default has occurred and is continuing) occurred, such appointment shall be subject to the written consent of an Authorized RepresentativeBorrower's consent, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowersBorrower . Upon any such resignation, the Required Lenders shall have the right (with the consent of the Borrower) to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may, on behalf of the LendersLenders and with the consent of the Borrower, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent; provided, subject (however, so long as no Default or Event of Default has shall have occurred and is continuing) be continuing such successor Agent shall be subject to the written consent of an Authorized Representativethe Borrower, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,0002,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving forty-five (45) days' notice thereof to the Lenders Agent, the Banks and the BorrowersBorrower. Upon any such resignation, the Required Lenders Majority Banks shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representativeresigning Agent; provided, which consent shall not be unreasonably withheldthat such successor is satisfactory to the Agent in its discretion. If no successor Agent shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within thirty forty-five (3045) days after the retiring Agent's giving of notice of resignation, then the retiring resigning Agent may, on behalf of the LendersBanks, appoint a successor Agent Agent, which shall be a commercial bank organized under the laws of the United States of America having combined capital which has an office in Chicago, Illinois and which has capital, surplus and undivided profits of at least $500,000,000250,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations hereunder. After any retiring the resigning Agent's resignation hereunder as Agenthereunder, the provisions of this Article X Section 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor AgentAgent with, subject (so long as no Default or Event of Default has occurred and is continuing) to , the written consent of an Authorized Representativethe Borrower, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X XII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a -------------------- successor Agent as provided below, Agent may resign at any time by giving notice thereof to the Lenders Lender and the BorrowersBorrower. Upon any such resignation, the Required Lenders Lender shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to Agent with the written consent of an Authorized RepresentativeBorrower, which consent shall not be unreasonably withheld, conditioned or delayed. If no successor Agent shall have been so appointed by Lender, and/or so consented to by Borrower and the Required Lenders and shall have appointment accepted by such appointment successor Agent within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the LendersLender, appoint (without the consent of Borrower) a successor Agent which that shall be a bank, commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000finance company or other financial institution. Upon the acceptance of any appointment as Agent hereunder by a successorsuccessor Agent in accordance with the terms hereof, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X Section 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving notice thereof to the Lenders and the BorrowersBorrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, Agent subject (to the approval of the Borrower so long as no Default or Event of Default has shall have occurred and is be continuing) , such approval not to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, subject (so long as no Default or Event of Default has occurred and is continuing) to the written consent of an Authorized Representative, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent Agent, which shall be a commercial bank organized under lender which has an office in New York, New York. The Required Lenders or the laws retiring Agent, as the case may be, shall upon the appointment of a Successor Agent promptly so notify the United States of America having combined capital Borrowers, the Guarantors and surplus of at least $500,000,000the other Lenders. Upon the acceptance of any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.