Change of Paying Agent or Registrar. (a) Any time, other than on a day during the forty-five (45) day period preceding any payment date for the Notes, the Paying Agent or the Registrar may resign by giving at least forty-five (45) days’ prior written notice to the Issuers; and the Paying Agent’s or the Registrar’s agency shall be terminated and their duties shall cease upon expiration of such forty-five (45) days or such lesser period of time as shall be mutually agreeable to the Paying Agent or the Registrar (as applicable) and the Issuers. At any time, following at least forty-five (45) days’ prior written notice (or such lesser period of time as shall be mutually agreeable to the Paying Agent or the Registrar (as applicable) and the Issuers) from the Issuers, the Paying Agent and the Registrar may be removed from their agency. Such removal shall become effective upon the expiration of the forty-five (45) day or agreed lesser time period (provided that any such removal shall be immediate in case the Paying Agent or the Registrar shall be adjudicated bankrupt or insolvent), and upon payment to the Paying Agent and the Registrar of all amounts payable to them in connection with their agency. In such event, following payment in full of their outstanding fees and expenses, the outgoing Paying Agent shall deliver to the Issuers, or to the Issuers’ designated representative, all Notes (if any) and cash (if any) belonging to the Issuers and, at the Issuers’ reasonable expense, shall furnish to the Issuers, or to the Issuers’ designated representative, such information regarding the status of the Issuers’ outstanding Notes reasonably requested by the Issuers.
