Common use of Successor Paying Agent Clause in Contracts

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions of this Article 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 the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agent.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, Borrower has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions of this Article 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 the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agent.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, Borrower has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions of this Article 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 the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agent. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to Banks and the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred Company and is continuing, the Borrower, has been appointed hereunder. The Paying Agent may be removed as Paying Agent under this Agreement and the other Loan Papers at any time for with or without cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative AgentMajority Banks. Upon any such resignation or removal, the Administrative Agent Majority Banks shall have the right right, with the consent, not to be unreasonably withheld or delayed, of the Company (provided that the Company’s consent shall not be required during the continuance of a Default or an Event of Default), to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing)Agent. If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) 30 calendar days after the exiting retiring Paying Agent’s giving notice of resignation or receipt the Majority Banks’ removal of notice of removalthe retiring Paying Agent, then the exiting retiring Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) on behalf of the BorrowerBanks, petition with the consent, not to be unreasonably withheld or delayed, of the Company (provided that the Company’s consent shall not be required during the continuance of a court Default or Event of competent jurisdiction to Default), appoint a successor Paying Agent, which shall be a commercial bank organized under the Laws of the United States of America or of any state thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Paying Agent hereunder and under the other Loan Papers by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting retiring Paying Agent, and the exiting retiring Paying Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Papers. After any exiting retiring Paying Agent’s resignation hereunderor removal as the Paying Agent hereunder and under the other Loan Papers, the provisions of this Article IX VIII shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Paying Agent hereunder. If under this Agreement and the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agentother Loan Papers.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to Lenders and the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred Company and is continuing, the Borrower, has been appointed hereunder. The Paying Agent may be removed at any time for with or without cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative AgentRequired Lenders. Upon any such resignation or removal, the Administrative Agent Required Lenders shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (Agent; provided, that, unless an Event of Default or Amortization Event has occurred shall exist and is be continuing), such successor Paying Agent shall be subject to the approval of the Company. If no successor Paying Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the exiting retiring Paying Agent’s 's giving of notice of resignation or receipt the Required Lenders' removal of notice of removalthe retiring Paying Agent, then the exiting retiring Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) on behalf of the BorrowerLenders, petition a court of competent jurisdiction to appoint a successor Paying Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the exiting retiring Paying Agent, and the exiting retiring Paying Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any exiting retiring Paying Agent’s 's resignation hereunderor removal hereunder as Paying Agent, the provisions of this Article IX VIII shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agentunder this Agreement.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to Banks and the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred Company and is continuing, the Borrower, has been appointed hereunder. The Paying Agent may be removed as Paying Agent under this Agreement and the other Loan Papers at any time for with or without cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative AgentMajority Banks. Upon any such resignation or removal, the Administrative Agent Majority Banks shall have the right right, with the consent, not to be unreasonably withheld or delayed, of the Company (provided that the Company’s consent shall not be required during the continuance of a Default or an Event of Default), to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing)Agent. If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) 30 calendar days after the exiting retiring Paying Agent’s giving notice of resignation or receipt the Majority Xxxxx’ removal of notice of removalthe retiring Paying Agent, then the exiting retiring Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) on behalf of the BorrowerBanks, petition with the consent, not to be unreasonably withheld or delayed, of the Company (provided that the Company’s consent shall not be required during the continuance of a court Default or Event of competent jurisdiction to Default), appoint a successor Paying Agent, which shall be a commercial bank organized under the Laws of the United States of America or of any state thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Paying Agent hereunder and under the other Loan Papers by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting retiring Paying Agent, and the exiting retiring Paying Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Papers. After any exiting retiring Paying Agent’s resignation hereunderor removal as the Paying Agent hereunder and under the other Loan Papers, the provisions of this Article IX VIII shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Paying Agent hereunder. If under this Agreement and the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agentother Loan Papers.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions of this Article 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 the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agent.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, Borrower has been appointed hereunder. The Paying Agent may be removed at any time for [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions of this Article 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 the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agent.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) as Paying Agent upon 30 days’ prior written notice thereof to the other parties hereto; providedLenders and the Borrower. If the Paying Agent resigns under this Agreement, that no such resignation the Required Lenders shall become effective until appoint from among the Lenders a successor Paying Agent that is satisfactory to for the Administrative Agent andLenders, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a which successor Paying Agent that is satisfactory shall be consented to by the Borrower (unless at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or Amortization Event has occurred and is continuingdelayed). If no successor Paying Agent shall have been so is appointed and shall have accepted such appointment within thirty (30) days after prior to the exiting effective date of the resignation of the Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent maymay appoint, at after consulting with the sole expense (including all fees, costs Lenders and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying AgentAgent from among the Lenders. Upon the acceptance of any its appointment as the successor Paying Agent hereunder by a successor Paying Agenthereunder, the Person acting as such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the exiting retiring Paying Agent and the term “Paying Agent, ,” shall mean such successor Paying Agent and the exiting retiring Paying Agent’s appointment, powers and duties as Paying Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of any other Lender. After any exiting retiring Paying Agent’s resignation hereunderhereunder as Paying Agent, the provisions of this Article IX VIII and Sections 10.04 and 10.05 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting Paying Agent under this Agreement. If no successor Paying Agent has accepted appointment as Paying Agent by the date which is 30 days following a retiring Paying Agent’s notice of resignation, the retiring Paying Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Paying Agent hereunder. If hereunder until such time, if any, as the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the Required Lenders appoint a successor Paying Agentagent as provided for above.

Successor Paying Agent. (a) The Paying Agent may resign at any time by giving at least as Paying Agent upon thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no Lenders with such resignation shall become becoming effective until upon a successor representative succeeding to the rights, powers and duties of Paying Agent that is satisfactory pursuant to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, has been appointed hereunderthis Section 14.2(a). The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by If the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor resign as Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removalunder this Agreement, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to Lenders shall appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such Any successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the exiting resigning Paying Agent, and the exiting term “Paying Agent” shall mean such successor Paying Agent effective upon its appointment, and the former Paying Agent’s rights, powers and duties as Paying Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of the former Paying Agent or any of the parties to this Agreement. After any exiting the retiring Paying Agent’s resignation hereunderas Paying Agent, the provisions of this Article IX XIV shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Paying Agent under this Agreement. Any successor Paying Agent appointed hereunder shall be a state or national bank or trust company that is not an Affiliate of the Borrower, that has a long term issuer rating of at least “A2” or a short term issuer rating of at least “P-1” by Moody’s and capital and surplus of at least U.S.$200,000,000 and that is a Securities Intermediary. Any corporation or other entity into which the Paying Agent may be merged or converted or with which it may be consolidated, or any corporation or entity resulting from any merger, conversion or consolidation to which the Paying agent shall be a party, or any corporation or association to which the Paying Agent transfers all or substantially all of its corporate trust business, shall be the successor of the Paying Agent hereunder. If , and shall succeed to all of the rights, powers and duties of the Paying Agent consolidates withhereunder, merges without the execution or converts into, filing of any paper or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be on the successor Paying Agentpart of any of the parties hereto.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, Borrower has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented invoiced fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions of this Article 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 the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agent.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, Borrower has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions of this Article 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 the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agent.

Successor Paying Agent. (A) The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions of this Article 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 the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agent.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) as Paying Agent upon 30 days’ prior written ' notice thereof to the other parties hereto; providedLenders and the Borrower. If the Paying Agent resigns under this Agreement, that no such resignation the Required Lenders shall become effective until appoint from among the Lenders a successor Paying Agent that is satisfactory to for the Administrative Agent andLenders, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a which successor Paying Agent that is satisfactory shall be consented to by the Borrower (unless at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or Amortization Event has occurred and is continuingdelayed). If no successor Paying Agent shall have been so is appointed and shall have accepted such appointment within thirty (30) days after prior to the exiting effective date of the resignation of the Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent maymay appoint, at after consulting with the sole expense (including all fees, costs Lenders and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying AgentAgent from among the Lenders. Upon the acceptance of any its appointment as the successor Paying Agent hereunder by a successor Paying Agenthereunder, the Person acting as such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the exiting retiring Paying Agent and the term "Paying Agent, " shall mean such successor Paying Agent and the exiting retiring Paying Agent's appointment, powers and duties as Paying Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of any other Lender. After any exiting retiring Paying Agent’s 's resignation hereunderhereunder as Paying Agent, the provisions of this Article IX VIII and Sections 10.04 and 10.05 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting Paying Agent under this Agreement. If no successor Paying Agent has accepted appointment as Paying Agent by the date which is 30 days following a retiring Paying Agent's notice of resignation, the retiring Paying Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Paying Agent hereunder. If hereunder until such time, if any, as the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the Required Lenders appoint a successor Paying Agentagent as provided for above.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, Borrower has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. of this Article 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 the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agent.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred Lenders and is continuing, the Borrower, has been appointed hereunder. The and the Paying Agent may be removed at any time for with or without cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative AgentRequired Lenders. Upon any such resignation or removal, the Administrative Agent Required Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders and with the consent of the Borrower (which shall not be unreasonably withheld), a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing)Agent. If no successor Paying Agent shall have been so appointed by the Required Lenders and consented to by the Borrower and shall have accepted such appointment within thirty (30) days after the exiting retiring Paying Agent’s 's giving notice of resignation or receipt of notice of removalresignation, then the exiting retiring Paying Agent maymay appoint, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) on behalf of the BorrowerLenders, petition a court of competent jurisdiction to appoint a successor Paying Agent, provided that the Borrower shall have the right to remove such successor Paying Agent and replace it with a successor of its own designation with the consent of the Required Lenders (which shall not be unreasonably withheld). Such successor Paying Agent shall be a commercial bank having capital and retained earnings of at least $250,000,000. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting retiring or removed Paying Agent, and the exiting retiring or removed Paying Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. After any exiting retiring or removed Paying Agent’s 's resignation hereunderor removal hereunder as Paying Agent, the provisions of this Article IX 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 the Paying Agent hereunder. If hereunder and under the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agentother Loan Documents.

Successor Paying Agent. (A) The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions of this Article 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 the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agent. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, Borrower has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions of this Article 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 the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agent.

Successor Paying Agent. (a) The Paying Agent may resign at any time by giving at least as Paying Agent upon thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no Lenders with such resignation shall become becoming effective until upon a successor representative succeeding to the rights, powers and duties of Paying Agent that is satisfactory pursuant to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, has been appointed hereunderthis Section 14.2(a). The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by If the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor resign as Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removalunder this Agreement, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to Lenders shall appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such Any successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the exiting resigning Paying Agent, and the exiting term “Paying Agent” shall mean such successor Paying Agent effective upon its appointment, and the former Paying Agent’s rights, powers and duties as Paying Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of the former Paying Agent or any of the parties to this Agreement. After any exiting the retiring Paying Agent’s resignation hereunderas Paying Agent, the provisions of this Article IX XIV shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Paying Agent under this Agreement. Any successor Paying Agent appointed hereunder shall be a state or national bank or trust company that is not an Affiliate of the Borrower, that has a long term issuer rating of at least “A2” or a short term issuer rating of at least “P-1” by Mxxxx’x and capital and surplus of at least U.S.$200,000,000 and that is a Securities Intermediary. Any corporation or other entity into which the Paying Agent may be merged or converted or with which it may be consolidated, or any corporation or entity resulting from any merger, conversion or consolidation to which the Paying agent shall be a party, or any corporation or association to which the Paying Agent transfers all or substantially all of its corporate trust business, shall be the successor of the Paying Agent hereunder. If , and shall succeed to all of the rights, powers and duties of the Paying Agent consolidates withhereunder, merges without the execution or converts into, filing of any paper or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be on the successor Paying Agentpart of any of the parties hereto.

Successor Paying Agent. (a) The Paying Agent may resign at any time by giving at least as Paying Agent upon thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no Lenders with such resignation shall become becoming effective until upon a successor representative succeeding to the rights, powers and duties of Paying Agent that is satisfactory pursuant to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, has been appointed hereunderthis Section 14.2(a). The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by If the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor resign as Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removalunder this Agreement, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to Lenders shall appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such Any successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the exiting resigning Paying Agent, and the exiting term “Paying Agent” shall mean such successor Paying Agent effective upon its appointment, and the former Paying Agent’s rights, powers and duties as Paying Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of the former Paying Agent or any of the parties to this Agreement. After any exiting the retiring Paying Agent’s resignation hereunderas Paying Agent, the provisions of this Article IX XIV shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Paying Agent under this Agreement. Any successor Paying Agent appointed hereunder shall be a state or national bank or trust company that is not an Affiliate of the Borrower, that has a long term issuer rating of at least “A2” or a short term issuer rating of at least “P-1” by Moody’s and capital and surplus of at least U.S.$200,000,000 and that is a Securities Intermediary. Any corporation or other entity into which the Paying Agent may be merged or converted or with which it may be consolidated, or any corporation or entity resulting from any merger, conversion or consolidation to which the Paying agent shall be a party, or any corporation or association to which the Paying Agent transfers all or substantially all of its corporate trust business, shall be the successor of the Paying Agent hereunder. If , and shall succeed to all of the rights, powers and duties of the Paying Agent consolidates withhereunder, merges without the execution or converts into, filing of any paper or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act on the part of any of the parties hereto. (b) The Paying Agent may be removed in connection with a breach by the Paying Agent of any agreement of the Paying Agent under this Agreement upon 30 days’ notice given in writing and delivered to the Paying Agent from the Administrative Agent with the consent of the Required Lenders (the “Paying Agent Termination Notice”). On and after the receipt by the Paying Agent of the Paying Agent Termination Notice, the Paying Agent shall be continue to perform all functions of Paying Agent under this Agreement until the successor date specified in the Paying Agent Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in the Paying Agent Termination Notice, until a date mutually agreed upon by the Paying Agent and the Administrative Agent, in each case subject to the Paying Agent’s right to resign prior to such date pursuant to Section 14.2(a). Section 14.3.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions of this Article 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 the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agent. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) as Paying Agent upon 10 days’ prior written ' notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred Lenders and is continuing, the Borrower, has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by If the Paying Agent shall resign as Paying Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint Lenders a successor Paying Agent that is satisfactory to agent for the Borrower Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Amortization Event has Section 8(f) with respect to the Borrower shall have occurred and is be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, whereupon such successor Paying Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the exiting Paying Agent, and the exiting term "Paying Agent" shall mean such successor agent effective upon such appointment and approval, and the former Paying Agent's rights, powers and duties as Paying Agent shall be discharged from its terminated, without any other or further act or deed on the part of such former Paying Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Paying Agent by the date that is 10 days following a retiring Paying Agent's notice of resignation, the retiring Paying Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties and obligations hereunderof the Paying Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any exiting retiring Paying Agent’s 's resignation hereunderas Paying Agent, the provisions of this Article IX Section 9 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Paying Agent hereunder. If under this Agreement and the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agentother Loan Documents.