Common use of Removal and Resignation Clause in Contracts

Removal and Resignation. Collateral Agent shall have the right to resign as collateral agent hereunder and Agent shall have the right to remove Collateral Agent as collateral agent hereunder, in each case upon thirty (30) days' written notice to the other parties to this Agreement. In the event of such resignation or removal, Agent shall appoint a successor Collateral Agent with the consent of Borrower (such consent not to be unreasonably withheld or delayed), or at Agent's option in Agent's sole and absolute discretion Agent may assume and perform the rights and obligations of Collateral Agent. No such removal of or resignation by Collateral Agent shall become effective until a successor Collateral Agent shall have accepted such appointment (or Agent shall have determined to designate itself as Collateral Agent) and executed an instrument by which it shall have assumed all of the rights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of the resigning Collateral Agent's notice of resignation or removal, the resigning Collateral Agent may petition a court for the appointment of a successor Collateral Agent unless Agent elects, in its sole and absolute discretion, to assume the rights and obligations of Collateral Agent itself. In connection with any removal of or resignation by Collateral Agent, (A) the removed or resigning Collateral Agent shall (1) duly assign, transfer and deliver to the successor Collateral Agent this Agreement and all Money and Permitted Investments held by it hereunder, (2) execute such financing statements and other instruments as may be necessary to assign to the successor Collateral Agent the security interest existing in favor of the retiring Collateral Agent hereunder, and to otherwise give effect to such succession and (3) take such other actions as may be reasonably required by Borrower, Agent or the successor Collateral Agent in connection with the foregoing and (B) the successor Collateral Agent shall establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to maintain pursuant to the terms of this Agreement.

Removal and Resignation. Collateral Agent shall have the right to resign as collateral agent hereunder and Agent shall have the right to remove Collateral Agent as collateral agent hereunder, in each case upon thirty (30) days' ’ written notice to the other parties to this Agreement. In the event of such resignation or removal, Agent shall appoint a successor Collateral Agent with the consent of Borrower (such consent not to be unreasonably withheld or delayed), or at Agent's ’s option in Agent's ’s sole and absolute discretion Agent may assume and perform the rights and obligations of Collateral Agent. No such removal of or resignation by Collateral Agent shall become effective until a successor Collateral Agent shall have accepted such appointment (or Agent shall have determined to designate itself as Collateral Agent) and executed an instrument by which it shall have assumed all of the rights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of the resigning Collateral Agent's ’s notice of resignation or removal, the resigning Collateral Agent may petition a court for the appointment of a successor Collateral Agent unless Agent elects, in its sole and absolute discretion, to assume the rights and obligations of Collateral Agent itself. In connection with any removal of or resignation by Collateral Agent, (A) the removed or resigning Collateral Agent shall (1) duly assign, transfer and deliver to the successor Collateral Agent this Agreement and all Money and Permitted Investments held by it hereunder, (2) execute such financing statements and other instruments as may be necessary to assign to the successor Collateral Agent the security interest existing in favor of the retiring Collateral Agent hereunder, and to otherwise give effect to such succession and (3) take such other actions as may be reasonably required by Borrower, Agent or the successor Collateral Agent in connection with the foregoing and (B) the successor Collateral Agent shall establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to maintain pursuant to the terms of this Agreement.

Removal and Resignation. Collateral Agent may resign at any time as Agent under the Loan Documents by giving written notice thereof to the Lenders and Borrowers. Subject to the 109 provisions of the last sentence in this Section 8.5 in the event of a material breach of any of its obligations in this Agreement by the Agent and the failure to cure same within fifteen (15) days after it receives written notice of such material breach, the Agent may be removed as Agent under the Loan Documents pursuant to the terms of any agreement between Agent and the Lenders upon thirty (30) day’s prior notice. Upon any such resignation or removal, the applicable Lenders shall have the right to appoint a successor Agent. Any such successor Agent shall be either (a) a Lender or (b) a Person meeting the qualifications of a permitted Lender assignee. If no successor Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within thirty (30) days after the current Agent’s removal or giving of notice of resignation as described above, then the current Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Agent, and the current Agent shall be discharged from its duties and obligations under the Loan Documents. After any Agent’s resignation or removal hereunder as Agent, the provisions of this Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates, and after such assignment, Agent shall promptly thereafter give written notice to Borrowers and each Lender. If Agent becomes obligated under the terms of this Agreement to take or not take an action at the direction of the Lenders pursuant to a separate agreement which Agent for any reason does not want to execute, then, notwithstanding anything to the contrary contained in this Agreement, Agent shall have the right to resign as collateral agent hereunder and Agent shall have the right prior to remove Collateral taking or not taking such action, whether or not any other Lender is willing to serve as Agent, provided, that Agent as collateral agent hereunder, in each case upon thirty (30) days' written notice to gives the other parties to this Agreement. In the event Lenders at least five (5) Business Days prior notice of such resignation or removal, Agent shall appoint a successor Collateral Agent with the consent of Borrower (resignation; in such consent not to be unreasonably withheld or delayed), or at Agent's option in Agent's sole and absolute discretion Agent may assume and perform the rights and obligations of Collateral Agent. No such removal of or resignation by Collateral Agent shall become effective until a successor Collateral Agent shall have accepted such appointment (or Agent shall have determined to designate itself as Collateral Agent) and executed an instrument by which it shall have assumed all of the rights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of the resigning Collateral Agent's notice of resignation or removal, the resigning Collateral Agent may petition a court for event the appointment of a successor Collateral new Agent unless Agent elects, in its sole and absolute discretion, shall become effectively immediately upon written notice of such appointment to assume the rights and obligations of Collateral Agent itself. In connection with any removal of or resignation by Collateral previous Agent, (A) the removed or resigning Collateral Agent shall (1) duly assign, transfer Borrowers and deliver to the successor Collateral Agent this Agreement and all Money and Permitted Investments held by it hereunder, (2) execute such financing statements and other instruments as may be necessary to assign to the successor Collateral Agent the security interest existing in favor of the retiring Collateral Agent hereunder, and to otherwise give effect to such succession and (3) take such other actions as may be reasonably required by Borrower, Agent or the successor Collateral Agent in connection with the foregoing and (B) the successor Collateral Agent shall establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to maintain pursuant to the terms of this Agreement.

Removal and Resignation. Collateral Agent shall have the right to resign as collateral agent hereunder and Agent shall have the right to remove Collateral Agent as collateral agent hereunder, in each case upon thirty (30) days' ’ written notice to the other parties to this Agreement. In the event of such resignation or removal, Agent shall appoint a successor Collateral Agent with the consent of Borrower (such consent not to be unreasonably withheld or delayed)Agent, or at Agent's ’s option in Agent's ’s sole and absolute discretion Agent may assume and perform the rights and obligations of Collateral Agent. No such removal of or resignation by Collateral Agent shall become effective until a successor Collateral Agent shall have accepted such appointment (or Agent shall have determined to designate itself as Collateral Agent) and executed an instrument by which it shall have assumed all of the rights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of the resigning Collateral Agent's ’s notice of resignation or removal, the resigning Collateral Agent may petition a court for the appointment of a successor Collateral Agent unless Agent elects, in its sole and absolute discretion, to assume the rights and obligations of Collateral Agent itself. In connection with any removal of or resignation by Collateral Agent, (A) the removed or resigning Collateral Agent shall (1) duly assign, transfer and deliver to the successor Collateral Agent this Agreement and all Money and Permitted Investments held by it hereunder, (2) execute such financing statements and other instruments as may be necessary to assign to the successor Collateral Agent the security interest existing in favor of the retiring Collateral Agent hereunder, and to otherwise give effect to such succession and (3) take such other actions as may be reasonably required by Borrower, Agent or the successor Collateral Agent in connection with the foregoing and (B) the successor successor’ Collateral Agent shall establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to maintain pursuant to the terms of this Agreement.

Removal and Resignation. Collateral Agent shall have the right to resign as collateral agent hereunder and Agent shall have the right to remove Collateral Agent as collateral agent hereunder, in each case upon thirty (30) days' written notice to the other parties to this Agreement. In the event of such resignation or removal, Agent shall appoint a successor Collateral Agent with the consent of Borrower (such consent not to be unreasonably withheld or delayed), or at Agent's option in Agent's sole and absolute discretion Agent may assume and perform the rights and obligations of Collateral Agent. No such removal of or resignation by Collateral Agent shall become effective until a successor Collateral Agent shall have accepted such appointment (or Agent shall have determined to designate itself as Collateral Agent) and executed an instrument by which it shall have assumed all of the rights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of the resigning Collateral Agent's notice of resignation or removal, the resigning Collateral Agent may petition a court for the appointment of a successor Collateral Agent unless Agent elects, in its sole and absolute discretion, to assume the rights and obligations of Collateral Agent itself. In connection with any removal of or resignation by Collateral Agent, (A) the removed or resigning Collateral Agent shall (1) duly assign, transfer and deliver to the successor Collateral Agent this Agreement and all Money and Permitted Investments held by it hereunder, (2) execute such financing statements and other instruments as may be necessary to assign to the successor Collateral Agent the security interest existing in favor of the retiring Collateral Agent hereunder, and to otherwise give effect to such succession and (3) take such other actions as may be reasonably required by Borrower, Agent or the successor Collateral Agent in connection with the foregoing and (B) the successor Collateral Agent shall establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to maintain pursuant to the terms of this Agreement.

Removal and Resignation. Collateral Agent may resign at any time as Agent under the Loan Documents by giving written notice thereof to the Lenders and Borrowers. Subject to the provisions of the last sentence in this Section 8.5 in the event of a material breach of any of its obligations in this Agreement by the Agent and the failure to cure same within fifteen (15) days after it receives written notice of such material breach, the Agent may be removed as Agent under the Loan Documents pursuant to the terms of any agreement between Agent and the Lenders upon thirty (30) day’s prior notice. Upon any such resignation or removal, the applicable Lenders shall have the right to appoint a successor Agent. Any such successor Agent shall be either (a) a Lender or (b) a Person meeting the qualifications of a permitted Lender assignee. If no successor Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within thirty (30) days after the current Agent’s removal or giving of notice of resignation as described above, then the current Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Agent, and the current Agent shall be discharged from its duties and obligations under the Loan Documents. After any Agent’s resignation or removal hereunder as Agent, the provisions of this Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates, and after such assignment, Agent shall promptly thereafter give written notice to Borrowers and each Lender. If Agent becomes obligated under the terms of this Agreement to take or not take an action at the direction of the Lenders pursuant to a separate agreement which Agent for any reason does not want to execute, then, notwithstanding anything to the contrary contained in this Agreement, Agent shall have the right to resign as collateral agent hereunder and Agent shall have the right prior to remove Collateral taking or not taking such action, whether or not any other Lender is willing to serve as Agent, provided, that Agent as collateral agent hereunder, in each case upon thirty (30) days' written notice to gives the other parties to this Agreement. In the event Lenders at least five (5) Business Days prior notice of such resignation or removal, Agent shall appoint a successor Collateral Agent with the consent of Borrower (resignation; in such consent not to be unreasonably withheld or delayed), or at Agent's option in Agent's sole and absolute discretion Agent may assume and perform the rights and obligations of Collateral Agent. No such removal of or resignation by Collateral Agent shall become effective until a successor Collateral Agent shall have accepted such appointment (or Agent shall have determined to designate itself as Collateral Agent) and executed an instrument by which it shall have assumed all of the rights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of the resigning Collateral Agent's notice of resignation or removal, the resigning Collateral Agent may petition a court for event the appointment of a successor Collateral new Agent unless Agent elects, in its sole and absolute discretion, shall become effectively immediately upon written notice of such appointment to assume the rights and obligations of Collateral Agent itself. In connection with any removal of or resignation by Collateral previous Agent, (A) the removed or resigning Collateral Agent shall (1) duly assign, transfer Borrowers and deliver to the successor Collateral Agent this Agreement and all Money and Permitted Investments held by it hereunder, (2) execute such financing statements and other instruments as may be necessary to assign to the successor Collateral Agent the security interest existing in favor of the retiring Collateral Agent hereunder, and to otherwise give effect to such succession and (3) take such other actions as may be reasonably required by Borrower, Agent or the successor Collateral Agent in connection with the foregoing and (B) the successor Collateral Agent shall establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to maintain pursuant to the terms of this Agreement.

Removal and Resignation. Collateral Agent shall have the right to resign as collateral agent hereunder and Agent shall have the right to remove Collateral Agent as collateral agent hereunder, in each case upon thirty (30) days' written notice to the other parties to this Agreement. In the event of such resignation or removal, the Agent shall appoint a successor Collateral Agent with the consent of Borrower (such consent not to be unreasonably withheld or delayed), or at Agent's option in Agent's sole and absolute discretion Agent may assume and perform the rights and obligations of Collateral Agent. No such removal of or resignation by Collateral Agent shall become effective until a successor Collateral Agent shall have accepted such appointment (or Agent shall have determined to designate itself as Collateral Agent) and executed an instrument by which it shall have assumed all of the rights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of the resigning Collateral Agent's notice of resignation or removal, the resigning Collateral Agent may petition a court for the appointment of a successor Collateral Agent unless Agent elects, in its sole and absolute discretion, to assume the rights and obligations of Collateral Agent itselfAgent. In connection with any removal of or resignation by Collateral Agent, (A) the removed or resigning Collateral Agent shall (at the sole cost and expense of the Borrower in the case of a removal of the Collateral Agent without cause) (1) duly assign, transfer and deliver to the successor Collateral Agent this Agreement and all Money and Permitted Investments held by it hereunder, (2) execute such financing statements and other instruments as may be necessary to assign to the successor Collateral Agent the security interest interests existing in favor of the retiring Collateral Agent hereunder, and to otherwise give effect to such succession and (3) take such other actions as may be reasonably required by Borrower, the Agent or the successor Collateral Agent in connection with the foregoing and (B) the successor Collateral Agent shall establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to maintain pursuant to the terms of this Agreement.

Removal and Resignation. Collateral Agent shall have the right to resign as collateral agent hereunder and Agent or, so long as no Event of Default has occurred and is continuing, Borrowers shall have the right to remove Collateral Agent as collateral agent hereunder, in each case upon thirty (30) days' written notice to the other parties to this Agreement. In the event of such resignation or removal, Borrowers or, if an Event of Default has occurred and is continuing, Agent shall appoint a successor Collateral Agent with the consent of Borrower Agent (if such appointment is made by Borrowers) (such consent not to be unreasonably withheld or delayed), or at Agent's option in Agent's sole and absolute discretion Agent may assume and perform the rights and obligations of Collateral Agent. No such removal of or resignation by Collateral Agent shall become effective until a successor Collateral Agent shall have accepted such appointment (or Agent shall have determined to designate itself as Collateral Agent) and executed an instrument by which it shall have assumed all of the rights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of the resigning Collateral Agent's notice of resignation or removal, the resigning Collateral Agent may petition a court for the appointment of a successor Collateral Agent unless Agent elects, in its sole and absolute discretion, to assume the rights and obligations of Collateral Agent itselfAgent. In connection with any removal of or resignation by Collateral Agent, (A) the removed or resigning Collateral Agent shall (1) duly assign, transfer and deliver to the successor Collateral Agent this Agreement and all Money and Permitted Investments held by it hereunder, (2) execute such financing statements and other instruments as may be necessary to assign to the successor Collateral Agent the security interest existing in favor of the retiring Collateral Agent hereunder, and to otherwise give effect to such succession and (3) take such other actions as may be reasonably required by BorrowerBorrowers, Agent or the successor Collateral Agent in connection with the foregoing and (B) the successor Collateral Agent shall establish in its name, as agent for the Lenders, as secured party, the a Collection Account and a Repair Reserve Account as Borrower is required to maintain pursuant to the terms of this Agreement.

Removal and Resignation. Collateral Agent shall have A bank or trust company authorized to provide corporate trust services in Massachusetts and Pennsylvania may be substituted to act as Trustee under this Trust Agreement, either (a) upon written request of the right to resign as collateral agent hereunder Holders of a majority in aggregate Principal amount of Outstanding Certificates and, provided no Event of Default has occurred and Agent shall have the right to remove Collateral Agent as collateral agent is continuing hereunder, in each case upon thirty (30) days' written notice to the other parties to this Agreement. In the event of such resignation or removal, Agent shall appoint a successor Collateral Agent with the consent of Borrower (such the Company, which consent shall not to be unreasonably withheld or delayed)withheld, or at Agent's option in Agent's sole (b) by the Company, provided no Event of Default has occurred and absolute discretion Agent may assume and perform is continuing hereunder. Such substitution shall not be deemed to affect the rights and or obligations of Collateral Agentthe Holders. No such removal substitution shall be effective unless the Company furnishes a written acknowledgment from the Government agreeing to recognize such successor and agreeing to continue ESPC Task Order Payments pursuant to the Notice of or resignation by Collateral Agent shall become effective until a Assignment. Upon any such substitution, the Trustee agrees to assign to such substitute Trustee its rights under this Trust Agreement and all related documents, and to deliver all documents and funds held in connection with this Trust Agreement to such substituted Trustee. Any such successor Collateral Agent shall have accepted such appointment (capital and surplus exclusive of borrowed capital aggregating at least $50,000,000 and shall be subject to examination or Agent shall have determined supervision by a federal or state banking authority. The Trustee or any successor may at any time resign by giving mailed notice to designate itself as Collateral Agent) all Holders, the Company and executed an instrument by which it shall have assumed all the Government of its intention to resign and of the rights proposed date of resignation, which shall be a date not less than 30 days after such notice is deposited in the United States mail with postage fully prepaid, unless an earlier resignation date and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of the resigning Collateral Agent's notice of resignation or removal, the resigning Collateral Agent may petition a court for the appointment of a successor Collateral Agent unless Agent elects, Trustee shall have been or is approved in its sole and absolute discretion, to assume writing by the rights and obligations of Collateral Agent itselfCompany. In connection with any the event that a successor Trustee is not appointed within 30 days after such notice is deposited in the United States mail, the Company or the resigning Trustee may petition the appropriate court having jurisdiction to appoint a successor Trustee. No resignation or removal of or resignation the Trustee and appointment of a successor Trustee shall become effective until (i) acceptance of appointment by Collateral Agentthe successor Trustee, (Aii) receipt of written acknowledgment from the removed or resigning Collateral Agent shall (1) duly assign, transfer Government agreeing to recognize such successor and deliver agreeing to the successor Collateral Agent this Agreement and all Money and Permitted Investments held by it hereunder, (2) execute such financing statements and other instruments as may be necessary to assign to the successor Collateral Agent the security interest existing in favor of the retiring Collateral Agent hereunder, and to otherwise give effect to such succession and (3) take such other actions as may be reasonably required by Borrower, Agent or the successor Collateral Agent in connection with the foregoing and (B) the successor Collateral Agent shall establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to maintain continue ESPC Task Order Payments pursuant to the terms Notice of Assignment, and (iii) execution of documents releasing the Trustee from any further obligations under this Trust Agreement.

Removal and Resignation. Collateral Agent shall have the right to resign as collateral agent hereunder and Agent shall have the right to remove Collateral Agent as collateral agent hereunder, in each case upon thirty (30) days' ’ written notice to the other parties to this Agreement. In the event of such resignation or removal, Agent shall appoint a successor Collateral Agent with the consent of Borrower (such consent not to be unreasonably withheld or delayed)Agent, or at Agent's ’s option in Agent's ’s sole and absolute discretion Agent may assume and perform the rights and obligations of Collateral Agent. No such removal of or resignation by Collateral Agent shall become effective until a successor Collateral Agent shall have accepted such appointment (or Agent shall have determined to designate itself as Collateral Agent) and executed an instrument by which it shall have assumed all of the rights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of the resigning Collateral Agent's ’s notice of resignation or removal, the resigning Collateral Agent may petition a court for the appointment of a successor Collateral Agent unless Agent elects, in its sole and absolute discretion, to assume the rights and obligations of Collateral Agent itself. In connection with any removal of or resignation by Collateral Agent, (A) the removed or resigning Collateral Agent shall (1) duly assign, transfer and deliver to the successor Collateral Agent this Agreement and all Money and Permitted Investments held by it hereunder, (2) execute such financing statements and other instruments as may be necessary to assign to the successor Collateral Agent the security interest existing in favor of the retiring Collateral Agent hereunder, and to otherwise give effect to such succession and (3) take such other actions as may be reasonably required by Borrower, Agent or the successor Collateral Agent in connection with the foregoing and (B) the successor Collateral Agent shall establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to maintain pursuant to the terms of this Agreement.