Common use of SUCCESSOR TO PRINCIPAL PAYING AGENT Clause in Contracts

SUCCESSOR TO PRINCIPAL PAYING AGENT. Agent Bank and US$ Note Registrar (a) (Appointment and release): On the execution by the Issuer, the Manager and any successor Principal Paying Agent, US$ Note Registrar or Agent Bank of an instrument effecting the appointment of that successor Principal Paying Agent, US$ Note Registrar or Agent Bank that successor Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, will, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor as if originally named as Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, in this Agreement and that predecessor, on payment to it of the pro rata proportion of its administration fee and disbursements then unpaid (if any), will have no further liabilities under this Agreement, except for any accrued liabilities arising from or relating to any act or omission occurring prior to the date on which the successor Principal Paying Agent, US$ Note Registrar or Agent Bank was appointed. (b) (Merger): Any entity: (i) into which the Principal Paying Agent, US$ Note Registrar or Agent Bank is merged; (ii) with which the Principal Paying Agent, US$ Note Registrar or Agent Bank is consolidated; (iii) resulting from any merger or consolidation to which the Principal Paying Agent, US$ Note Registrar or Agent Bank is a party; or (iv) to which the Principal Paying Agent, US$ Note Registrar or Agent Bank sells or otherwise transfers all or substantially all the assets of its corporate trust business, must, on the date when that merger, conversion, consolidation, sale or transfer becomes effective and to the extent permitted by applicable law, become the successor Principal Paying Agent, US$ Note Registrar or Agent Bank under this Agreement without the execution or filing of any agreement or document or any further act on the part of the parties to this Agreement, unless otherwise required by the Issuer or the Manager, and after that effective date all references in this Agreement to the Principal Paying Agent, US$ Note Registrar or Agent Bank will be references to that entity (as notified to the Issuer and the Manager). The Principal Paying Agent, Agent Bank or US$ Note Registrar, as the case may be, must pay for any costs or expenses associated with such merger, conversion, consolidation, sale or transfer.

SUCCESSOR TO PRINCIPAL PAYING AGENT. Agent Bank and US$ Note Registrar (a) (Appointment and release): On the execution by the IssuerTrustee, the Trust Manager and any successor Principal Paying Agent, US$ Note Registrar or Agent Bank of an instrument effecting the appointment of that successor Principal Paying Agent, US$ Note Registrar or Agent Bank that successor Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, willshall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, -------------------------------------------------------------------------------- Page 20 Agency Agreement Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- immunities, duties and obligations of its predecessor with effect as if originally named as Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, in this Agreement agreement and that predecessor, on payment to it of the pro rata proportion of its administration fee and disbursements then unpaid (if any), will shall have no further liabilities under this Agreementagreement, except for any accrued liabilities arising from or relating to any act or omission occurring prior to the date on which the successor Principal Paying Agent, US$ Note Registrar or Agent Bank was is appointed. (b) (Merger): Any entitycorporation: (i) into which the Principal Paying Agent, US$ Note Registrar or Agent Bank is merged; (ii) with which the Principal Paying Agent, US$ Note Registrar or Agent Bank is consolidated; (iii) resulting from any merger or consolidation to which the Principal Paying Agent, US$ Note Registrar or Agent Bank is a party; or; (iv) to which the Principal Paying Agent, US$ Note Registrar or Agent Bank sells or otherwise transfers all or substantially all the assets of its corporate trust business, mustshall, on the date when that merger, conversion, consolidation, sale or transfer becomes effective and to the extent permitted by applicable law, become the successor Principal Paying Agent, US$ Note Registrar or Agent Bank under this Agreement agreement without the execution or filing of any agreement or document or any further act on the part of the parties to this Agreementagreement, unless otherwise required by the Issuer Trustee or the Trust Manager, and after that effective date all references in this Agreement agreement to the Principal Paying Agent, US$ Note Registrar or Agent Bank will shall be references to that entity (as notified to the Issuer and the Manager). The Principal Paying Agent, Agent Bank or US$ Note Registrar, as the case may be, must pay for any costs or expenses associated with such merger, conversion, consolidation, sale or transfercorporation.

SUCCESSOR TO PRINCIPAL PAYING AGENT. Agent Bank and US$ Note Registrar (a) (Appointment and release): On the execution by the IssuerTrustee, the Manager and any successor Principal Paying Agent, US$ Note Registrar or Agent Bank of an instrument effecting the appointment of that successor Principal Paying Agent, US$ Note Registrar or Agent Bank that successor Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, willshall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor with effect as if originally named as Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, in this Agreement agreement and that predecessor, on payment to it of the pro rata proportion of its administration fee and disbursements then unpaid (if any), will shall have no further liabilities under this Agreementagreement, except for any accrued liabilities arising from or relating to any act or omission occurring prior to the date on which the successor Principal Paying Agent, US$ Note Registrar or Agent Bank was is appointed.. -------------------------------------------------------------------------------- Page 21 Agency Agreement Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- (b) (Merger): Any entitycorporation: (i) into which the Principal Paying Agent, US$ Note Registrar or Agent Bank is merged; (ii) with which the Principal Paying Agent, US$ Note Registrar or Agent Bank is consolidated; (iii) resulting from any merger or consolidation to which the Principal Paying Agent, US$ Note Registrar or Agent Bank is a party; or (iv) to which the Principal Paying Agent, US$ Note Registrar or Agent Bank sells or otherwise transfers all or substantially all the assets of its corporate trust business, mustshall, on the date when that merger, conversion, consolidation, sale or transfer becomes effective and to the extent permitted by applicable law, become the successor Principal Paying Agent, US$ Note Registrar or Agent Bank under this Agreement agreement without the execution or filing of any agreement or document or any further act on the part of the parties to this Agreementagreement, unless otherwise required by the Issuer Trustee or the Manager, and after that effective date all references in this Agreement agreement to the Principal Paying Agent, US$ Note Registrar or Agent Bank will shall be references to that entity (as notified to the Issuer and the Manager). The Principal Paying Agent, Agent Bank or US$ Note Registrar, as the case may be, must pay for any costs or expenses associated with such merger, conversion, consolidation, sale or transfercorporation.

SUCCESSOR TO PRINCIPAL PAYING AGENT. Agent Bank and US$ Note Registrar (a) (Appointment and release): On the execution by the IssuerTrustee, the Manager and any successor Principal Paying Agent, US$ Note Registrar or Agent Bank of an instrument effecting the appointment of that successor Principal Paying Agent, US$ Note Registrar or Agent Bank that successor Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, willshall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor with effect as if originally named as Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, in this Agreement agreement and that predecessor, on payment to it of the pro rata proportion of its administration fee and disbursements then unpaid (if any), will shall have no further liabilities under this Agreementagreement, except for any accrued liabilities arising from or relating to any act or omission occurring prior to the date on which the successor Principal Paying Agent, US$ Note Registrar or Agent Bank was is appointed. (b) (Merger): Any entitycorporation: (i) into which the Principal Paying Agent, US$ Note Registrar or Agent Bank is merged; (ii) with which the Principal Paying Agent, US$ Note Registrar or Agent Bank is consolidated; (iii) resulting from any merger or consolidation to which the Principal Paying Agent, US$ Note Registrar or Agent Bank is a party; or (iv) to which the Principal Paying Agent, US$ Note Registrar or Agent Bank sells or otherwise transfers all or substantially all the assets of its corporate trust business, mustshall, on the date when that merger, conversion, consolidation, sale or transfer becomes effective and to the extent permitted by applicable law, become the successor Principal Paying Agent, US$ Note Registrar or Agent Bank under this Agreement agreement without the execution or filing of any agreement or document or any further act on the part of the parties to AGENCY AGREEMENT [Allens Xxxxxx Xxxxxxxx LOGO] -------------------------------------------------------------------------------- this Agreementagreement, unless otherwise required by the Issuer Trustee or the Manager, and after that effective date all references in this Agreement agreement to the Principal Paying Agent, US$ Note Registrar or Agent Bank will shall be references to that entity (as notified to the Issuer and the Manager). The Principal Paying Agent, Agent Bank or US$ Note Registrar, as the case may be, must pay for any costs or expenses associated with such merger, conversion, consolidation, sale or transfercorporation.

SUCCESSOR TO PRINCIPAL PAYING AGENT. Agent Bank and US$ Note RegistrarPAYING AGENT, AGENT BANK OR AN OFFERED NOTE REGISTRAR (a) (Appointment and releaseAPPOINTMENT AND RELEASE): On the execution by the Issuer, the Manager and any successor Principal Paying Agent, US$ Paying Agent, Agent Bank or Offered Note Registrar or Agent Bank of an instrument effecting the appointment of that successor Principal Paying Agent, US$ Paying Agent, Agent Bank or Offered Note Registrar or Agent Bank that successor Principal Paying Agent, US$ Paying Agent, Agent Bank or Offered Note Registrar or Agent BankRegistrar, as the case may be, will, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor as if originally named as Principal Paying Agent, US$ Paying Agent, Agent Bank or Offered Note Registrar or Agent BankRegistrar, as the case may be, in this Agreement and that predecessor, on payment to it of the pro rata proportion of its administration fee and disbursements then unpaid (if any), will have no further liabilities under this Agreement, except for any accrued liabilities arising from or relating to any act or omission occurring prior to the date on which the successor Principal Paying Agent, US$ Paying Agent, Agent Bank or Offered Note Registrar or Agent Bank was appointed. (b) (MergerMERGER): Any entitycorporation: (i) into which the Principal Paying Agent, US$ a Paying Agent, the Agent Bank or an Offered Note Registrar or Agent Bank is merged; (ii) with which the Principal Paying Agent, US$ a Paying Agent, the Agent Bank or an Offered Note Registrar or Agent Bank is consolidated; (iii) resulting from any merger or consolidation to which the Principal Paying Agent, US$ a Paying Agent, the Agent Bank or an Offered Note Registrar or Agent Bank is a party; or (iv) to which the Principal Paying Agent, US$ a Paying Agent, the Agent Bank or an Offered Note Registrar or Agent Bank sells or otherwise transfers all or substantially all the assets of its corporate trust business, must, on the date when that merger, conversion, consolidation, sale or transfer becomes effective and to the extent permitted by applicable law, become the successor Principal Paying Agent, US$ Note Registrar or Paying Agent, Agent Bank or applicable Offered Note Registrar, as the case may be, under this Agreement without the execution or filing of any agreement or document or any further act on the part of the parties to this Agreement, unless otherwise required by the Issuer or the Manager, and after that effective date all references in this Agreement to the Principal Paying Agent, US$ Note Registrar or Agent Bank will be references to that entity (as notified to the Issuer and the Manager). The Principal Paying Agent, Agent Bank Bank, US Dollar Note Registrar or US$ Euro Note Registrar, as the case may be, must pay for any costs or expenses associated with such merger, conversion, consolidation, sale or transferwill be references to that corporation.

SUCCESSOR TO PRINCIPAL PAYING AGENT. Agent Bank and US$ Note Registrar (a) (Appointment and release): On the execution by the IssuerTrustee, the Manager and any successor Principal Paying Agent, US$ Note Registrar or Agent Bank of an instrument effecting the appointment of -------------------------------------------------------------------------------- Page 21 Xxxxx Xxxxx AGENCY AGREEMENT & Xxxxxxx -------------------------------------------------------------------------------- that successor Principal Paying Agent, US$ Note Registrar or Agent Bank that successor Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, willshall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor with effect as if originally named as Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, in this Agreement agreement and that predecessor, on payment to it of the pro rata proportion of its administration fee and disbursements then unpaid (if any), will shall have no further liabilities under this Agreementagreement, except for any accrued liabilities arising from or relating to any act or omission occurring prior to the date on which the successor Principal Paying Agent, US$ Note Registrar or Agent Bank was is appointed. (b) (Merger): Any entitycorporation: (i) into which the Principal Paying Agent, US$ Note Registrar or Agent Bank is merged; (ii) with which the Principal Paying Agent, US$ Note Registrar or Agent Bank is consolidated; (iii) resulting from any merger or consolidation to which the Principal Paying Agent, US$ Note Registrar or Agent Bank is a party; or; (iv) to which the Principal Paying Agent, US$ Note Registrar or Agent Bank sells or otherwise transfers all or substantially all the assets of its corporate trust business, mustshall, on the date when that merger, conversion, consolidation, sale or transfer becomes effective and to the extent permitted by applicable law, become the successor Principal Paying Agent, US$ Note Registrar or Agent Bank under this Agreement agreement without the execution or filing of any agreement or document or any further act on the part of the parties to this Agreementagreement, unless otherwise required by the Issuer Trustee or the Manager, and after that effective date all references in this Agreement agreement to the Principal Paying Agent, US$ Note Registrar or Agent Bank will shall be references to that entity (as notified to the Issuer and the Manager). The Principal Paying Agent, Agent Bank or US$ Note Registrar, as the case may be, must pay for any costs or expenses associated with such merger, conversion, consolidation, sale or transfercorporation.

SUCCESSOR TO PRINCIPAL PAYING AGENT. Agent Bank and US$ Note Registrar (a) (Appointment and release): On the execution by the IssuerTrustee, the Manager and any successor Principal Paying Agent, US$ Note Registrar or Agent Bank of an instrument effecting the appointment of that successor Principal Paying Agent, US$ Note Registrar or Agent Bank that successor Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, willshall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor with effect as if originally named as Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, in this Agreement agreement and that predecessor, on payment to it of the pro rata proportion of its administration fee and disbursements then unpaid (if any), will shall have no further liabilities under this Agreementagreement, except for any accrued liabilities arising from or relating to any act or omission occurring prior to the date on which the successor Principal Paying Agent, US$ Note Registrar or Agent Bank was is appointed. (b) (Merger): Any entitycorporation: (i) into which the Principal Paying Agent, US$ Note Registrar or Agent Bank is merged; (ii) with which the Principal Paying Agent, US$ Note Registrar or Agent Bank is consolidated; (iii) resulting from any merger or consolidation to which the Principal Paying Agent, US$ Note Registrar or Agent Bank is a party; or; (iv) to which the Principal Paying Agent, US$ Note Registrar or Agent Bank sells or otherwise transfers all or substantially all the assets of its corporate trust business, mustshall, on the date when that merger, conversion, consolidation, sale or transfer becomes effective and to the extent permitted by applicable law, become the successor Principal Paying Agent, US$ Note Registrar or Agent Bank under this Agreement agreement without the execution or filing of any agreement or document or any further act on the part of the parties to this Agreementagreement, unless otherwise required by the Issuer Trustee or the Manager, and after that effective date all references in this Agreement agreement to the Principal Paying Agent, US$ Note Registrar or Agent Bank will shall be references to that entity (as notified to the Issuer and the Manager). The Principal Paying Agent, Agent Bank or US$ Note Registrar, as the case may be, must pay for any costs or expenses associated with such merger, conversion, consolidation, sale or transfercorporation.

SUCCESSOR TO PRINCIPAL PAYING AGENT. Agent Bank and US$ Note Registrar (a) (Appointment and release): On the execution by the IssuerTrustee, the Manager and any successor Principal Paying Agent, US$ Note Registrar or Agent Bank of an instrument effecting the appointment of that successor Principal Paying Agent, US$ Note Registrar or Agent Bank that successor Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, willshall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor with effect as if originally named as Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, in this Agreement agreement and that predecessor, on payment to it of the pro rata proportion of its administration fee and disbursements then unpaid (if any), will shall have no further liabilities under this Agreementagreement, except for any accrued liabilities arising from or relating to any act or omission occurring prior to the date on which the successor Principal Paying Agent, US$ Note Registrar or Agent Bank was is appointed. (b) (Merger): Any entitycorporation: (i) into which the Principal Paying Agent, US$ Note Registrar or Agent Bank is merged; (ii) with which the Principal Paying Agent, US$ Note Registrar or Agent Bank is consolidated; (iii) resulting from any merger or consolidation to which the Principal Paying Agent, US$ Note Registrar or Agent Bank is a party; or; (iv) to which the Principal Paying Agent, US$ Note Registrar or Agent Bank sells or otherwise transfers all or substantially all the assets of its corporate trust business, must-------------------------------------------------------------------------------- Page 19 AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- shall, on the date when that merger, conversion, consolidation, sale or transfer becomes effective and to the extent permitted by applicable law, become the successor Principal Paying Agent, US$ Note Registrar or Agent Bank under this Agreement agreement without the execution or filing of any agreement or document or any further act on the part of the parties to this Agreementagreement, unless otherwise required by the Issuer Trustee or the Manager, and after that effective date all references in this Agreement agreement to the Principal Paying Agent, US$ Note Registrar or Agent Bank will shall be references to that entity (as notified to the Issuer and the Manager). The Principal Paying Agent, Agent Bank or US$ Note Registrar, as the case may be, must pay for any costs or expenses associated with such merger, conversion, consolidation, sale or transfercorporation.

SUCCESSOR TO PRINCIPAL PAYING AGENT. Agent Bank and US$ Note Registrar (a) (Appointment and release): On the execution by the IssuerTrustee, the Manager and any successor Principal Paying Agent, US$ Note Registrar or Agent Bank of an instrument effecting the appointment of that successor Principal Paying Agent, US$ Note Registrar or Agent Bank that successor Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, willshall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor with effect as if originally named as Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, in this Agreement agreement and that predecessor, on payment to it of the pro rata proportion of its administration fee and disbursements then unpaid (if any), will shall have no further liabilities under this Agreementagreement, except for any accrued liabilities arising from or relating to any act or omission occurring prior to the date on which the successor Principal Paying Agent, US$ Note Registrar or Agent Bank was is appointed.. -------------------------------------------------------------------------------- Page 21 AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- (b) (Merger): Any entitycorporation: (i) into which the Principal Paying Agent, US$ Note Registrar or Agent Bank is merged; (ii) with which the Principal Paying Agent, US$ Note Registrar or Agent Bank is consolidated; (iii) resulting from any merger or consolidation to which the Principal Paying Agent, US$ Note Registrar or Agent Bank is a party; or (iv) to which the Principal Paying Agent, US$ Note Registrar or Agent Bank sells or otherwise transfers all or substantially all the assets of its corporate trust business, mustshall, on the date when that merger, conversion, consolidation, sale or transfer becomes effective and to the extent permitted by applicable law, become the successor Principal Paying Agent, US$ Note Registrar or Agent Bank under this Agreement agreement without the execution or filing of any agreement or document or any further act on the part of the parties to this Agreementagreement, unless otherwise required by the Issuer Trustee or the Manager, and after that effective date all references in this Agreement agreement to the Principal Paying Agent, US$ Note Registrar or Agent Bank will shall be references to that entity (as notified to the Issuer and the Manager). The Principal Paying Agent, Agent Bank or US$ Note Registrar, as the case may be, must pay for any costs or expenses associated with such merger, conversion, consolidation, sale or transfercorporation.

SUCCESSOR TO PRINCIPAL PAYING AGENT. Agent Bank and US$ Note Registrar (a) (Appointment and release): On the execution by the Issuer, the Manager and any successor Principal Paying Agent, US$ Note Registrar or Agent Bank of an instrument effecting the appointment of that successor Principal Paying AgentAgent and a deed whereby the successor agrees to be bound by the terms of this deed, US$ Note Registrar or Agent Bank that successor Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, willshall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor with effect as if originally named as Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, in this Agreement deed and that predecessor, on payment to it of the pro rata proportion of its administration fee and disbursements then unpaid (if any), will shall have no further liabilities under this Agreementdeed, except for any accrued liabilities arising from or relating to any act or omission occurring prior to the date on which the successor Principal Paying Agent, US$ Note Registrar or Agent Bank was is appointed. (b) (Merger): Any entitycorporation: (i1) into which the Principal Paying Agent, US$ Note Registrar or Agent Bank is merged; (ii2) with which the Principal Paying Agent, US$ Note Registrar or Agent Bank is consolidated; (iii3) resulting from any merger or consolidation to which the Principal Paying Agent, US$ Note Registrar or Agent Bank is a party; or; (iv4) to which the Principal Paying Agent, US$ Note Registrar or Agent Bank sells or otherwise transfers all or substantially all the assets of its corporate trust business, mustshall, on the date when that merger, conversion, consolidation, sale or transfer becomes effective (and upon execution by the Issuer, the Manager and any such merged or consolidated entity of a deed whereby that entity agrees to be bound by the terms of this deed) and to the extent permitted by applicable law, become the successor Principal Paying Agent, US$ Note Registrar or Agent Bank under this Agreement deed without the execution or filing of any agreement or document or any further act on the part of the parties to this Agreementdeed, unless otherwise required by the Issuer or the Manager, and after that effective date all references in this Agreement deed to the Principal Paying Agent, US$ Note Registrar or Agent Bank will shall be references to Note Trust Deed SMHL Global Fund [ ]-[ ] that entity corporation. (as notified c) The Manager undertakes to use its best endeavours to procure execution by the Issuer relevant parties of the deeds referred to in clauses 33.5(a) and the Manager33.5(b). The Principal Paying Agent, Agent Bank or US$ Note Registrar, as the case may be, must pay for any costs or expenses associated with such merger, conversion, consolidation, sale or transfer.

SUCCESSOR TO PRINCIPAL PAYING AGENT. Agent Bank and US$ Note Registrar (a) (Appointment and release): On the execution by the IssuerTrustee, the Trust Manager and any successor Principal Paying Agent, US$ Note Registrar or Agent Bank of an instrument effecting the appointment of that successor Principal Paying Agent, US$ Note Registrar or Agent Bank that successor Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, willshall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor with effect as if originally named as Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, in this Agreement agreement and that predecessor, on payment to it of the pro rata proportion of its administration fee and disbursements then unpaid (if any), will shall have no further liabilities under this Agreementagreement, except for any accrued liabilities arising from or relating to any act or omission occurring prior to the date on which the successor Principal Paying Agent, US$ Note Registrar or Agent Bank was is appointed. (b) (Merger): Any entitycorporation: (i) into which the Principal Paying Agent, US$ Note Registrar or Agent Bank is merged; (ii) with which the Principal Paying Agent, US$ Note Registrar or Agent Bank is consolidated; (iii) resulting from any merger or consolidation to which the Principal Paying Agent, US$ Note Registrar or Agent Bank is a party; or; (iv) to which the Principal Paying Agent, US$ Note Registrar or Agent Bank sells or otherwise transfers all or substantially all the assets of its corporate trust business, mustshall, on the date when that merger, conversion, consolidation, sale or transfer becomes effective and to the extent permitted by applicable law, become the successor Principal Paying Agent, US$ Note Registrar or Agent Bank under this Agreement agreement without the execution or filing of any agreement or document or any further act on the part of the parties to this Agreementagreement, unless otherwise required by the Issuer Trustee or the Trust Manager, and after that effective date all references in this Agreement agreement to the Principal Paying Agent, US$ Note Registrar or Agent Bank will shall be references to that entity (as notified to the Issuer and the Manager). The Principal Paying Agent, Agent Bank or US$ Note Registrar, as the case may be, must pay for any costs or expenses associated with such merger, conversion, consolidation, sale or transfercorporation.