Common use of Resignation or Removal of Paying Agent Clause in Contracts

Resignation or Removal of Paying Agent. (a) The Paying Agent may at any time resign and be discharged with respect to its performance as Paying Agent hereunder by giving 60 days’ written notice thereof to the Servicer, the Seller and the Buyer. Upon receiving such notice of resignation, the Seller shall promptly appoint a successor Paying Agent not objected to by the Buyer within 30 days after prior written notice, by written instrument, in quintuplicate, one counterpart of which instrument shall be delivered to each of the Seller, the Servicer, the Buyer, the successor Paying Agent and the predecessor Paying Agent. If no successor Paying Agent shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Paying Agent may petition any court of competent jurisdiction for the appointment of a successor Paying Agent. (b) If at any time the Paying Agent shall be legally unable to act, fails to perform in any material respect its obligations under this Agreement, or shall be adjudged as bankrupt or insolvent, or a receiver of the Paying Agent or of its property shall be appointed, or any public officer shall take charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Buyer may direct the Seller or Servicer to remove the Paying Agent. If it removes the Paying Agent under the authority of the immediately preceding sentence, the Seller shall promptly appoint a successor Paying Agent not objected to by the Buyer, within 30 days after prior written notice, by written instrument, in quintuplicate, one counterpart of which instrument shall be delivered to each of the Seller, the Servicer, the Buyer, the successor Paying Agent and the predecessor Paying Agent. (c) Any resignation or removal of the Paying Agent and appointment of a successor Paying Agent pursuant to any of the provisions of this Section 15.5 shall not become effective until acceptance of appointment by the successor Paying Agent as provided in Section 15.6 hereof.

Resignation or Removal of Paying Agent. (ai) The Paying Agent may at any time resign by giving written notice of its resignation to the Borrower, the Administrative Agent and the Group Agents specifying the date on which its resignation shall become effective, subject to the conditions set forth below; provided that such date shall be discharged at least 30 days after the receipt of such notice by the Borrower, the Administrative Agent and the Group Agents unless such parties agree in writing to accept shorter notice. The Borrower may, at any time and for any reason with respect the written consent of the Administrative Agent and upon at least 30 days written notice to its performance as that effect (provided that no such notice shall expire less than 15 days before or 15 days after any Payment Date) remove the Paying Agent hereunder by giving 60 days’ written notice thereof to the Servicer, the Seller and the Buyer. Upon receiving such notice of resignation, the Seller shall promptly appoint a successor Paying Agent not objected to by the Buyer within 30 days after prior written notice, by written instrument, instrument in quintuplicateduplicate signed on behalf of the Borrower, one counterpart copy of which instrument shall be delivered to each of the Seller, the Servicer, the Buyer, Paying Agent being removed and one copy to the successor Paying Agent and the predecessor Paying Agent. If no successor Upon resignation or removal, the Paying Agent shall have been so appointed and have accepted appointment within 60 days after be entitled to the giving payment by the Borrower of such notice of resignation, the resigning Paying Agent may petition any court of competent jurisdiction its compensation for the appointment services rendered hereunder and to the reimbursement of a successor Paying Agentall reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred in connection with the services rendered by it hereunder, as and to the extent agreed upon with the Borrower. (bii) If In case at any time the Paying Agent shall be legally unable to act, fails to perform in any material respect its obligations under this Agreementresign, or shall be removed, or shall become incapable of acting, or be adjudged as bankrupt or insolvent, or shall file a voluntary petition in bankruptcy, or shall make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the Paying Agent provisions of any applicable bankruptcy or insolvency law, or if a receiver of it or of all or any substantial part of its property shall be appointed, or if any public officer shall take charge or control of the Paying Agent it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Buyer may direct the Seller or Servicer a successor to remove the Paying Agent. If it removes the Paying Agent under shall be appointed by the authority Borrower by an instrument in writing that is consented to in writing by the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Upon the appointment as aforesaid of the immediately preceding sentence, the Seller shall promptly appoint a successor Paying Agent not objected to by the Buyer, within 30 days after prior written notice, by written instrument, in quintuplicate, one counterpart of which instrument shall be delivered to each of the Seller, the Servicer, the Buyer, the successor Paying Agent and acceptance by it of such appointment, the predecessor Paying Agent. (c) Any Agent so superseded shall cease to be Paying Agent hereunder. If, after 90 days from the resignation or removal of the Paying Agent, no successor to such Paying Agent and shall have been so appointed, or if so appointed, shall not have accepted appointment as hereinafter provided, any Lender or Group Agent, or such Paying Agent (at the expense of the Borrower) may petition any court of competent jurisdiction for the appointment of a successor to such Paying Agent. (iii) Any corporation or bank into which the Paying Agent pursuant may be merged or converted, or with which the Paying Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Paying Agent shall be a party, or any corporation or bank to which the Paying Agent shall sell or otherwise transfer all or substantially all of its assets and business, or any corporation or bank succeeding to the corporate trust business of the provisions Paying Agent shall be the successor to the Paying Agent hereunder, without the execution or filing of this Section 15.5 shall not become effective until acceptance any document or any further act on the part of appointment by the parties hereto. (iv) Any successor Paying Agent as provided hereunder, if other than the Borrower, shall be a bank or trust company organized and doing business under the laws of the United States of America or of the State of New York, in Section 15.6 hereofgood standing, authorized under such laws to exercise corporate trust powers and having a combined capital and surplus in excess of US $250,000,000, and in either case shall also be the TFL Paying Agent.