Common use of Resignation of Agents Clause in Contracts

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any (a) Each Agent may resign at any time by notifying give notice (of no less than 10 days) of its resignation to the Lenders, the Issuing Banks Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation right with the consent of the Borrower (such consent not to be unreasonably withheld, provided that the Borrower’s consent shall not be required if an Event of Default pursuant to Section 7.01(b), (c), (g) or (h) has occurred and is continuing), to appoint a successor, which shall be a commercial bank or trust company with an office in New York, New York, or an Affiliate of any such bank, in each case with a combined capital and surplus of at least $1,000,000,000. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent maymay (but shall not be obligated to), on behalf of the Lenders and the Issuing BanksBank, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the person serving as Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing (of no less than 10 days) to the Borrower and such person remove such person as Agent and, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default pursuant to Section 7.01(b), (c), (g) or (h) has occurred and is continuing), appoint a successor, which successor shall meet the qualifications set forth in paragraph (a) above. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be a bank organized agreed by the Required Lenders) (the “Removal Effective Date”) then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the laws other Loan Documents (except that in the case of any Collateral held by the retiring or removed Agent on behalf of the United States or Lenders under any State thereof, having (x) an office in any State of the United States Loan Documents, the retiring or removed Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (y2) capitalall payments, surplus communications and undivided profits aggregating at least $200,000,000determinations provided to be made by, to or an affiliate of any through the Agent shall instead be made by or to each Lender directly, until such banktime, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of its a successor’s appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, 104 powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorsuccessor Agent. After the retiring or removed Agent's ’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Article VIII and Section 10.03 9.05 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Agent was acting as Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any Any Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Banks Lender and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Applicable Required Lenders shall have the right, in consultation with the Borrower, GWI’s consent (so long as no Event of Default has occurred and is continuing) to appoint a successor, which shall be a bank with an office in the United States, Canada, the United Kingdom, the Netherlands or Australia or an Affiliate of any such bank with an office in the United States, Canada, the United Kingdom, the Netherlands or Australia. If no such successor shall have been so appointed by the Applicable Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the Applicable Lenders and the Issuing BanksLender, appoint a successor Agent, with the Applicable Borrower’s consent, meeting the qualifications set forth above; provided that if the Applicable Agent which shall be a bank organized under notify the laws of Borrowers and the United States or any State thereofApplicable Lenders that no qualifying Person has accepted such appointment, having (x) an office then such resignation shall nonetheless become effective in any State of the United States accordance with such notice and (y1) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Borrower Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as nominee until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such retiring Agent shall instead be made by or to each Applicable Lender and the Issuing Lender directly, until such time as the Applicable Required Lenders appoint a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of provided for above in this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent§16.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any (a) The Administrative Agent may resign at any time by notifying giving at least 60 days' prior written notice of its intention to do so to each of the other Lenders and the Borrower pending the appointment by the Borrower of a successor Administrative Agent reasonably satisfactory to the Majority Lenders. If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Administrative Agent's giving of such notice of resignation, then the Issuing Banks retiring Administrative Agent may with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Administrative Agent which shall be a bank or a trust company organized, or having a branch that is licensed, under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000. (b) Any Agent other than the Administrative Agent may resign at any time by giving at least 60 days' prior written notice of its intention to do so to each of the other Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent Borrower may, on behalf of the Lenders and the Issuing Banksbut shall not be obligated to, appoint a successor Agent which in the relevant capacity reasonably satisfactory to the Majority Lenders, provided, that the effectiveness of such resignation shall not be a bank organized under conditioned upon the laws appointment of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the . (c) After any retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunderhereunder as Agent, the provisions of this Article and Section 10.03 Agreement shall continue in effect for to inure to the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of Agent as to any actions taken or omitted to be taken by any of them it while it was acting as Agentan Agent under this Agreement and the other Loan Documents.

Resignation of Agents. Subject to The Administrative Agent and/or the appointment and acceptance of a successor Agent as provided in this paragraph, any Syndication Agent may resign at any time by notifying giving written notice thereof to the Lenders, the Issuing Banks Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successor. If no successor Administrative Agent or Syndication Agent with the prior consent of Borrower, which consent shall have been so appointed by the Required Lenders not be unreasonably withheld, and shall have accepted such appointment within 30 days after the retiring which successor Administrative Agent gives notice of its resignation, then the retiring or Syndication Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States of America or of any State thereofthereof and having a combined capital and surplus of at least $100,000,000.00. If no successor Agent shall have been so appointed by Lenders, having and shall have accepted such appointment, within thirty (x30) an office in days after any State retiring Agent's giving of notice of resignation, then the other Agent shall, on behalf of all of the Lenders, appoint a successor Administrative Agent or Syndication Agent, as the case may be, with the prior consent of Borrower, which consent shall not be unreasonably withheld, and which successor Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and (y) capital, having a combined capital and surplus and undivided profits aggregating of at least $200,000,000, or an affiliate of any such bank100,000,000.00. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Administrative Agent or Syndication Agent, such successor Administrative Agent or Syndication Agent shall thereupon succeed to and become vested with all of the rights, 104 powers, privileges and duties of the retiring Administrative Agent or Syndication Agent, as the case may be, and the retiring Administrative Agent or Syndication Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorunder this Agreement. After the any retiring Agent's resignation hereunderas an Agent, the provisions of this Article and Section 10.03 9 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Agentan Agent under this Agreement.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraphSection 11.06, any Agent may resign at any time by notifying the Lenders, the each Issuing Banks Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with and upon the Borrowerapproval of the Borrower (so long as no Event of Default has occurred and is continuing), which approval shall not be unreasonably withheld, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the each Issuing BanksBank, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) with an office in any State of the United States and (y) capitalNew York, surplus and undivided profits aggregating at least $200,000,000New York, or an affiliate Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article XI and Section 10.03 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraphSection 11.06, any Agent may resign at any time by notifying the Lenders, the each Issuing Banks Bank and the BorrowerBorrower and any Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Required Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the each Issuing BanksBank, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bankAgent. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's ’s resignation hereunder, the provisions of this Article XI and Section 10.03 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraphSection 11.06, any Agent may resign at any time by notifying the Lenders, the Issuing Banks Bank and the Borrower. Upon any such resignation, the Required Majority Lenders shall have the right, in consultation with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing BanksBank, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000Agent, or an affiliate Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's ’s resignation hereunder, the provisions of this Article ARTICLE XI and Section 10.03 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraphSection 10.06, any Agent may resign at any time by notifying the LendersBanks, the Issuing Banks Bank and the Borrower. Upon any such resignation, the Required Lenders Banks shall have the right, in consultation with and upon the Borrowerapproval of Borrower (so long as no Event of Default has occurred and is continuing), which approval shall not be unreasonably withheld, to appoint a successor. If no successor shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders Banks and the Issuing BanksBank, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) with an office in any State of the United States and (y) capitalNew York, surplus and undivided profits aggregating at least $200,000,000New York, or an affiliate Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article X and Section 10.03 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any Any Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable under this Indenture at any time by giving 30 days’ prior written notice (waivable by the Borrower Issuer and the Trustee) of such resignation to the Trustee and Issuer; provided that in the case of the resignation of the Paying Agent, no such resignation shall take effect until a new Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Paying Agent. Upon such notice, a successor Agent shall be appointed by the same as those payable Issuer, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Issuer is unable to replace the resigning Agent within 30 days after such notice, the Agent shall deliver any funds then held hereunder in its predecessor unless otherwise agreed between possession to the Borrower Trustee (or its designee for such purpose), or may appoint a successor agent; provided that such appointment be reasonably satisfactory to the Issuer and the Trustee, or may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such successorproceeding shall be paid by the Issuer. After Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent's ’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation hereunderand delivery of any funds, the provisions Agent shall be discharged of and from any and all further obligations arising in connection with this Article and Section 10.03 Indenture, but shall continue in effect for to enjoy the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as AgentSection 7.06.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks, 86 appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agents. Subject to (a) the appointment and acceptance of a successor Agent as provided in this paragraphSection 11.06 or (b) the passage of 30 days from the date the retiring Agent gives notice of its resignation, any Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the Borrower, and any Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Required Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bankAgent. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's ’s resignation hereunder, the provisions of this Article XI and Section 10.03 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraphSection 11.06, any Agent may resign at any time by notifying the Lenders, the each Issuing Banks Bank and the BorrowerBorrowers (or Borrower Representative). Upon any such resignation, the Required Majority Lenders shall have the right, in consultation with and upon the Borrowerapproval of the Borrowers (so long as no Event of Default has occurred and is continuing), which approval shall not be unreasonably withheld, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the each Issuing BanksBank, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) with an office in any State of the United States and (y) capitalNew York, surplus and undivided profits aggregating at least $200,000,000New York, or an affiliate Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the Agent's ’s resignation hereunder, the provisions of this Article XI and Section 10.03 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an 100 121 affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraphSection 11.06, any Agent may resign at any time by notifying the Lenders, the each Issuing Banks Bank and the BorrowerBorrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with and upon the Borrowerapproval of the Borrowers (so long as no Event of Default has occurred and is continuing), which approval shall not be unreasonably withheld, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the each Issuing BanksBank, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) with an office in any State of the United States and (y) capitalNew York, surplus and undivided profits aggregating at least $200,000,000New York, or an affiliate Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the Agent's resignation hereunder, the provisions of this Article XI and Section 10.03 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any The Administrative Agent may resign at any time by notifying giving at least 60 days' prior written notice of its intention to do so to each of the Lenders, the Issuing Banks other Lenders and the BorrowerBorrowers pending the appointment by the Borrowers of a successor Administrative Agent reasonably satisfactory to the Required Lenders. If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Administrative Agent's giving of such notice of resignation, then the retiring Administrative Agent may with the consent of the Borrowers, which shall not be unreasonably withheld or delayed, appoint a successor Administrative Agent which shall be a bank or a trust company organized, or having a branch that is licensed, under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000. Any Agent other than the Administrative Agent may resign at any time by giving at least 60 days' prior written notice of its intention to do so to each of the other Lenders and the Borrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent Borrowers may, on behalf of the Lenders and the Issuing Banksbut shall not be obligated to, appoint a successor Agent which in the 140 61 relevant capacity reasonably satisfactory to the Required Lenders, provided, that the effectiveness of such resignation shall not be conditioned upon the appointment of a bank organized under the laws of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Agent's resignation hereunderhereunder as Agent, the provisions of this Article and Section 10.03 Agreement shall continue in effect for to inure to the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of Agent as to any actions taken or omitted to be taken by any of them it while it was acting as Agentan Agent under this Agreement and the other Loan Documents.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraphSection 11.06, any Agent may resign at any time by notifying the Lenders, the each Issuing Banks Bank and the BorrowerBorrowers (or Borrower Representative). Upon any such resignation, the Required Lenders shall have the right, in consultation with and upon the Borrowerapproval of the Borrowers (so long as no Event of Default has occurred and is continuing), which approval shall not be unreasonably withheld, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the each Issuing BanksBank, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) with an office in any State of the United States and (y) capitalNew York, surplus and undivided profits aggregating at least $200,000,000New York, or an affiliate Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the Agent's ’s resignation hereunder, the provisions of this Article XI and Section 10.03 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any Each Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which shall be approved by Borrower, such approval to not be unreasonably withheld; provided, that, Borrower shall not have the right to approve any successor Agent appointed during the continuance of any Default. If no successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States or any State thereof, of America having (x) an office in any State combined capital and surplus of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000100,000,000 and which shall be approved by Borrower, or an affiliate such approval to not be unreasonably withheld; provided, that, Borrower shall not have the right to approve any successor Agent appointed during the continuance of any such bankDefault. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor (and approval of such successor by Borrower to the extent Borrower's approval is required), such successor shall thereupon succeed to and become vested with all the rights, 104 powers, privileges discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Agent's resignation hereunderhereunder as an Agent, the provisions of this Article and Section 10.03 XII shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any (a) The Administrative Agent may resign at any time by notifying giving at least 60 days' prior written notice of its intention to do so to each of the other Lenders and the Borrower pending the appointment by the Borrower of a successor Administrative Agent reasonably satisfactory to the Required Lenders. If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Administrative Agent's giving of such notice of resignation, then the Issuing Banks retiring Administrative Agent may with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Administrative Agent which shall be a bank or a trust company organized, or having a branch that is licensed, under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000. (b) Any Agent other than the Administrative Agent may resign at any time by giving at least 60 days' prior written notice of its intention to do so to each of the other Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent Borrower may, on behalf of the Lenders and the Issuing Banksbut shall not be obligated to, appoint a successor Agent which in the relevant capacity reasonably satisfactory to the Required Lenders, provided, that the effectiveness of such resignation shall not be a bank organized under conditioned upon the laws appointment of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the . (c) After any retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunderhereunder as Agent, the provisions of this Article and Section 10.03 Agreement shall continue in effect for to inure to the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of Agent as to any actions taken or omitted to be taken by any of them it while it was acting as Agentan Agent under this Agreement and the other Loan Documents.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any (a) Any Agent may resign its appointment hereunder at any time without the need to give any reason and without being responsible for any costs associated therewith by notifying giving notice to the LendersCompany and the Trustee (and in the case of resignation of the Paying Agent the Paying Agent giving 30 days’ written notice) (waivable by the Company and the Trustee). Following receipt of a notice of resignation from any Agent, the Issuing Banks and Company shall promptly give notice thereof to the BorrowerHolders in accordance with Section 12.1. Upon any such resignation, the Required Lenders Such notice shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within expire at least 30 days before or after any due date for payment in respect of the retiring Notes. (b) If any Agent gives notice of its resignationresignation in accordance with this Section 7.13, then the retiring Company shall appoint a replacement Agent mayby the tenth day before the expiration of such notice. Immediately following such appointment, on behalf the Company shall give notice of such appointment to the Lenders Trustee, the remaining Agents and the Issuing BanksHolders whereupon the Company, appoint a the Trustee, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Indenture. (c) Upon its resignation becoming effective the Paying Agent shall forthwith transfer all moneys held by it hereunder, if any, to the successor Paying Agent which or, if none, the Trustee or to the Trustee’s order, but shall have no other duties or responsibilities hereunder, and shall be a bank organized under entitled to the laws of payment by the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bank. Upon the acceptance Company of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect remuneration for the benefit services previously rendered hereunder and to the reimbursement of such retiring Agent, its sub-agents and their respective Related Parties all reasonable expenses (including legal fees) incurred in respect of any actions taken or omitted to be taken by any of them while it was acting as Agentconnection therewith.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraphSection 9.08, any the Administrative Agent, the Syndication Agent or the Documentation Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the BorrowerCompanies. Upon any such resignation, the Required Lenders shall have the right, in consultation with the BorrowerCompanies, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Agent gives notice of its resignation, then the retiring resigning Agent may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) with an office in any State of the United States and (y) capitalNew York, surplus and undivided profits aggregating at least $200,000,000New York, or an affiliate Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower Companies to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Companies and such successor. After the an Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties resigning Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any (a) The Administrative Agent may resign at any time by notifying giving at least 60 days' prior written notice of its intention to do so to each of the other Lenders and the Borrower pending the appointment by the Borrower of a successor Administrative Agent reasonably satisfactory to the Majority Lenders. If no successor 79 74 Administrative Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Administrative Agent's giving of such notice of resignation, then the Issuing Banks retiring Administrative Agent may with the consent of the Borrower, which shall not be unreasonably withheld or delayed, appoint a successor Administrative Agent which shall be a bank or a trust company organized, or having a branch that is licensed, under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $100,000,000. (b) Any Agent other than the Administrative Agent may resign at any time by giving at least 60 days' prior written notice of its intention to do so to each of the other Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent Borrower may, on behalf of the Lenders and the Issuing Banksbut shall not be obligated to, appoint a successor Agent which in the relevant capacity reasonably satisfactory to the Majority Lenders, provided, that the effectiveness of such resignation shall not be a bank organized under conditioned upon the laws appointment of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the . (c) After any retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunderhereunder as Agent, the provisions of this Article and Section 10.03 Agreement shall continue in effect for to inure to the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of Agent as to any actions taken or omitted to be taken by any of them it while it was acting as Agentan Agent under this Agreement and the other Loan Documents.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any Any Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Banks Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a commercial bank with an office in the United States or an Affiliate of any such commercial bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationresignation (such 30-day period, the “Lender Appointment Period”), then the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent mayshall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that, on behalf in the case of any resignation by the Collateral Agent, the retiring Collateral Agent shall continue to hold any Collateral until such time as a successor Collateral Agent is appointed), and (ii) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders and the Issuing Banks, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) an office as provided for above in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bankthis paragraph. Upon the acceptance of its a successor’s appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, 104 powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent's ’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.and

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraphSection 11.06, any Agent may resign at any time by notifying the Lenders, the each Issuing Banks Bank and the BorrowerBorrowers (or Borrower Representative). Upon any such resignation, the Required Majority Lenders shall have the right, in consultation with and upon the Borrowerapproval of the Borrowers (so long as no Event of Default has occurred and is continuing), which approval shall not be unreasonably withheld, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the each Issuing BanksBank, appoint a successor Agent which shall be a bank organized under the laws of or commercial lender with an office in the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000America, or an affiliate Affiliate of any such bankbank or commercial lender. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the Agent's ’s resignation hereunder, the provisions of this Article XI and Section 10.03 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.. CHAPARRAL ENERGY, L.L.C. EIGHTH RESTATED CREDIT AGREEMENT

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any Any Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000, or an affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and obligations hereunderCompany. The fees payable Trustee, upon the request by the Borrower Company, or the Company may remove any Agent at any time by giving thirty (30) days’ prior written notice to any Agent. Upon such notice, a successor Agent shall be appointed by the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, Company in accordance with the provisions of this Article Indenture, and Section 10.03 the Company shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent may, in its sole discretion, deliver any funds then held hereunder in its possession to the Trustee, may appoint a successor agent on the Company’s behalf with the Company’s prior approval or may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable and documented costs and expenses (including its reasonable and documented counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, reasonable and documented costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue in effect for to enjoy the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as AgentSection 7.06.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraphSection 9.08, any the Administrative Agent or the Documentation Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the BorrowerCompanies. Upon any such resignation, the Required Lenders shall have the right, in consultation with the BorrowerCompanies, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Agent gives notice of its resignation, then the retiring resigning Agent may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent which shall be a bank organized under the laws of the United States or any State thereof, having (x) with an office in any State of the United States and (y) capitalNew York, surplus and undivided profits aggregating at least $200,000,000New York, or an affiliate Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower Companies to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Companies and such successor. After the an Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties resigning Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraphSection 11.06, any Agent may resign at any time by notifying the Lenders, the Issuing Banks Bank and the Borrower. Upon any such resignation, the Required Majority Lenders shall have the right, in consultation with the Borrowerconsent of the Borrower (unless an Event of Default has occurred and is continuing), which consent shall not be unreasonably withheld or delayed, to appoint a successorsuccessor from among the Lenders. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing BanksBank, appoint a successor Agent which shall be a bank organized under from among the laws of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000Lenders, or an affiliate Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's ’s resignation hereunder, the provisions of this Article XI and Section 10.03 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-sub- agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraphSection 11.06, any Agent may resign at any time by notifying the Lenders, the Issuing Banks Bank and the Borrower. Upon any such resignation, the Required Majority Lenders shall have the right, in consultation with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed (provided that no such consent of the Borrower shall be required upon the occurrence and during the continuance of an Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(h) or Section 10.01(i)), to appoint a successorsuccessor from among the Lenders. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing BanksBank, appoint a successor Agent which shall be a bank organized under from among the laws of the United States or any State thereof, having (x) an office in any State of the United States and (y) capital, surplus and undivided profits aggregating at least $200,000,000Lenders, or an affiliate Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, 104 powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's ’s resignation hereunder, the provisions of this Article XI and Section 10.03 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.