Common use of Removal and Resignation Clause in Contracts

Removal and Resignation. (a) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written notice to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunder. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

Removal and Resignation. (a) Document Custodian may be removed(A) Each Member shall have the exclusive right to remove, with or without cause, by any Director that such Member has the Administrative Agent right to designate and (B) the Members shall have the right to remove any Director they mutually have the right to designate upon 30 days prior their mutual consent, in each case upon the giving of written notice to such Director and the Document Custodian Board; provided, that (i) such rights shall only be available to the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt MCK Members until the consummation of a Document Custodian Termination NoticeQualified MCK Exit and (ii) each Member agrees to remove any Director designated by such Member if such Director is or becomes a Restricted Person or, with respect to any independent Director, such Director fails to satisfy the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunderIndependence Requirements. (b) Document Xxxxxxxxx Any Director may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery by written notice to the Administrative Agent Board. Unless otherwise specified therein, a Director’s resignation shall take effect upon delivery of such notice. (c) Vacancies created on the Board resulting from the death, disability, resignation or removal of a MCK Director or an Echo Director shall be filled by the Member that designated such Nominee Director, with such appointment to become effective immediately upon delivery of written notice of such appointment to the other Members and the Company, provided, that this right shall be applicable to the MCK Members with respect to appointments of MCK Directors solely prior to consummation of a Qualified MCK Exit. Vacancies created on the Board resulting from the death, disability, resignation specifying a date when such resignation or removal of the Mutual Independent Director (or any other directors who are not Nominee Directors) shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian be filled (A) solely by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties mutual consent of the Document Custodian hereunder until MCK Members and Echo, in each case to the extent they (together with their respective Permitted Transferees) hold 10% or more of the MCK Units or Echo Units, respectively, or (B) in the event either the MCK Members or Echo hold less than 10% of the MCK Units or Echo Units, respectively, upon the approval of the holders of a majority of the Units at such time, if anywith such appointment, as the Collateral Agent appoints a successor Document Custodian. Upon the in each case, to become effective date immediately upon delivery of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian such appointment to the Administrative Agent or to such Person as other Members and the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9Company.

Removal and Resignation. (a) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written notice to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunder. (b) Document Xxxxxxxxx Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document XxxxxxxxxCustodian’s notice of resignation, the resigning Document XxxxxxxxxCustodian’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

Removal and Resignation. (a) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written notice to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunder. (b) Document Xxxxxxxxx Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document XxxxxxxxxCustodian’s notice of resignation, the resigning Document XxxxxxxxxCustodian’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

Removal and Resignation. (a) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written notice to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunder. (b) Document Xxxxxxxxx Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document XxxxxxxxxCustodian’s notice of resignation, the resigning Document XxxxxxxxxCustodian’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Custodian Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

Removal and Resignation. (a) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written notice to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunder. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document XxxxxxxxxCustodian’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

Removal and Resignation. 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) Document Custodian 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 be removedassign its rights and duties under the Loan Documents to any of its Affiliates, with or without causeand after such assignment, by the Administrative Agent upon 30 days prior shall promptly thereafter give written notice to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees Borrowers and any other amounts to which it is entitled to receive in such capacity each Lender. If Agent becomes obligated under the terms of this Agreement and to take or not take an action at the Document Custodian Fee Letter) until direction of the Lenders pursuant to a successor Document Custodian has been appointed and has agreed separate agreement which Agent for any reason does not want to act as Document Custodian hereunder. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunderexecute, not earlier than thirty (30) days after delivery then, notwithstanding anything to the Administrative contrary contained in this Agreement, Agent shall have the right to resign as Agent prior to taking or not taking such action, whether or not any other Lender is willing to serve as Agent, provided, that Agent gives the other Lenders at least five (5) Business Days prior notice of such resignation; in such event the appointment of a new Agent shall become effectively immediately upon written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as to the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignationprevious Agent, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, Borrowers and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9Lenders.

Removal and Resignation. (a) Document Custodian may be removed(A) Each Member shall have the exclusive right to remove, with or without cause, by any Director that such Member has the Administrative Agent right to designate and (B) the Members shall have the right to remove any Director they mutually have the right to designate upon 30 days prior their mutual consent, in each case upon the giving of written notice to such Director and the Document Custodian Board; provided, that (i) such rights shall only be available to the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt MCK Members until the consummation of a Document Custodian Termination NoticeQualified MCK Exit and (ii) each Member agrees to remove any Director designated by such Member if such Director is or becomes a Restricted Person or, with respect to any independent Director, such Director fails to satisfy the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunderIndependence Requirements. (b) Document Xxxxxxxxx Any Director may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery by written notice to the Administrative Agent Board. Unless otherwise specified therein, a Director’s resignation shall take effect upon delivery of such notice. (c) Vacancies created on the Board resulting from the death, disability, resignation or removal of a MCK Director or an Echo Director shall be filled by the Member that designated such Nominee Director, with such appointment to become effective immediately upon delivery of written notice of such appointment to the other Members and the Company, provided, that this right shall be applicable to the MCK Members with respect to appointments of MCK Directors solely prior to consummation of a Qualified MCK Exit. Vacancies created on the Board resulting from the death, disability, resignation specifying a date when such resignation or removal of the Mutual Independent Director (or any other directors who are not Nominee Directors) shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian be filled (A) solely by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties mutual consent of the Document Custodian hereunder until MCK Members and Xxxx, in each case to the extent they (together with their respective Permitted Transferees) hold 10% or more of the MCK Units or Echo Units, respectively, or (B) in the event either the MCK Members or Echo hold less than 10% of the MCK Units or Echo Units, respectively, upon the approval of the holders of a majority of the Units at such time, if anywith such appointment, as the Collateral Agent appoints a successor Document Custodian. Upon the in each case, to become effective date immediately upon delivery of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian such appointment to the Administrative Agent or to such Person as other Members and the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9Company.

Removal and Resignation. (a) Document Collateral Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written notice to the Document Collateral Custodian (the “Document Collateral Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Collateral Custodian Termination Notice, the Document Collateral Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Collateral Custodian Fee Letter) until a successor Document Collateral Custodian has been appointed and has agreed to act as Document Collateral Custodian hereunder. (b) Document Xxxxxxxxx Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Collateral Custodian by the date thirty (30) days following a resigning Document XxxxxxxxxCollateral Custodian’s notice of resignation, the resigning Document XxxxxxxxxCollateral Custodian’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Collateral Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Collateral Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Collateral Custodian written notice of an earlier termination hereof, Document Collateral Custodian shall (i) be reimbursed for any costs and expenses Document Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Collateral Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Collateral Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.913.10.

Removal and Resignation. (a) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written by notice given in writing to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunder. (b) Document Xxxxxxxxx Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document XxxxxxxxxCustodian’s notice of resignation, the resigning Document XxxxxxxxxCustodian’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Custodian Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

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 (a30) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior days’ written notice to the Document Custodian 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 “Document Custodian Termination Notice”); provided thatrights 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, notwithstanding its if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of a Document Custodian Termination Noticethe resigning Collateral Agent’s notice of resignation or removal, the Document Custodian shall continue to act in such capacity (and, resigning Collateral Agent may petition a court for the avoidance appointment of doubta successor Collateral Agent unless Agent elects, so long 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 it continues may be necessary to act 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 capacitysuccession 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 continue establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to receive any fees and any other amounts maintain pursuant to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunderAgreement. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

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 (a30) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior days' written notice to the Document Custodian 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 “Document Custodian Termination Notice”); provided thatrights 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, notwithstanding its if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of a Document Custodian Termination Noticethe resigning Collateral Agent's notice of resignation or removal, the Document Custodian shall continue to act in such capacity (and, resigning Collateral Agent may petition a court for the avoidance appointment of doubta successor Collateral Agent unless Agent elects, so long 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 it continues may be necessary to act 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 capacitysuccession 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 continue establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to receive any fees and any other amounts maintain pursuant to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunderAgreement. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

Removal and Resignation. (a) Document Collateral Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written notice to the Document Collateral Custodian (the “Document Collateral Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Collateral Custodian Termination Notice, the Document Collateral Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Collateral Custodian Fee Letter) until a successor Document Collateral Custodian has been appointed and has agreed to act as Document Collateral Custodian hereunder. (b) Document Xxxxxxxxx Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Collateral Custodian by the date thirty (30) days following a resigning Document XxxxxxxxxCollateral Custodian’s notice of resignation, the resigning Document XxxxxxxxxCollateral Custodian’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Collateral Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Collateral Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Collateral Custodian written notice of an earlier termination hereof, Document Collateral Custodian shall (i) be reimbursed for any costs and expenses Document Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Collateral Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Collateral Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

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 (a30) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior days' written notice to the Document Custodian 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). No such removal of or resignation by Collateral Agent shall become effective until a successor Collateral Agent shall have accepted such appointment and executed an instrument by which it shall have assumed all of the “Document Custodian Termination Notice”); provided thatrights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, notwithstanding its if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of a Document Custodian Termination Noticethe resigning Collateral Agent's notice of resignation or removal, the Document Custodian shall continue to act in such capacity (and, resigning Collateral Agent may petition a court for the avoidance appointment of doubta successor Collateral Agent. In connection with any removal of or resignation by Collateral Agent, so long (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 it continues may be necessary to act assign to the successor Collateral Agent the security interests existing in favor of the retiring Collateral Agent hereunder, and to otherwise give effect to such capacitysuccession 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 continue establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to receive any fees and any other amounts maintain pursuant to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunderAgreement. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

Removal and Resignation. (a) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written by notice given in writing to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian Xxxxxxxxx has been appointed and has agreed to act as Document Custodian hereunder. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Custodian Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

Removal and Resignation. (a) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written notice to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunder. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Custodian Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

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 (a30) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior days' written notice to the Document Custodian 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 Agent (if such appointment is made by Borrowers) (such consent not to be unreasonably withheld or delayed). No such removal of or resignation by Collateral Agent shall become effective until a successor Collateral Agent shall have accepted such appointment and executed an instrument by which it shall have assumed all of the “Document Custodian Termination Notice”); provided that, notwithstanding its rights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days after receipt of a Document Custodian Termination Noticethe resigning Collateral Agent's notice of resignation or removal, the Document Custodian shall continue to act in such capacity (and, resigning Collateral Agent may petition a court for the avoidance appointment of doubta successor Collateral Agent. In connection with any removal of or resignation by Collateral Agent, so long (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 it continues may be necessary to act 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 capacitysuccession and (3) take such other actions as may be reasonably required by Borrowers, Agent or the successor Collateral Agent in connection with the foregoing and (B) the successor Collateral Agent shall continue establish in its name, as agent for Lenders, as secured party, a Collection Account and a Repair Reserve Account as Borrower is required to receive any fees and any other amounts maintain pursuant to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunderAgreement. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

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 (a30) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior days' written notice to the Document Custodian 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 “Document Custodian Termination Notice”); provided thatrights 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, notwithstanding its if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of a Document Custodian Termination Noticethe resigning Collateral Agent's notice of resignation or removal, the Document Custodian shall continue to act in such capacity (and, resigning Collateral Agent may petition a court for the avoidance appointment of doubta successor Collateral Agent unless Agent elects, so long 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 it continues may be necessary to act 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 capacitysuccession 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 continue establish in its name, as agent for the Lenders, as secured party, the Collection Account as Borrower is required to receive any fees and any other amounts maintain pursuant to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunderAgreement. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

Removal and Resignation. (a) Document Custodian may be removed(A) Each Member shall have the exclusive right to remove, with or without cause, by any Director that such Member has the Administrative Agent right to designate and (B) the Members shall have the right to remove any Director they mutually have the right to designate upon 30 days prior their mutual consent, in each case upon the giving of written notice to such Director and the Document Custodian Board; provided, that (i) such rights shall only be available to the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt MCK Members until the consummation of a Document Custodian Termination NoticeQualified MCK Exit and (ii) each Member agrees to remove any Director designated by such Member if such Director is or becomes a Restricted Person or, with respect to any independent Director, such Director fails to satisfy the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunderIndependence Requirements. (b) Document Xxxxxxxxx Any Director may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery by written notice to the Administrative Agent Board. Unless otherwise specified therein, a Director’s resignation shall take effect upon delivery of such notice. (c) Vacancies created on the Board resulting from the death, disability, resignation or removal of a MCK Director or an Echo Director shall be filled by the Member that designated such Nominee Director, with such appointment to become Table of Contents effective immediately upon delivery of written notice of such appointment to the other Members and the Company, provided, that this right shall be applicable to the MCK Members with respect to appointments of MCK Directors solely prior to consummation of a Qualified MCK Exit. Vacancies created on the Board resulting from the death, disability, resignation specifying a date when such resignation or removal of the Mutual Independent Director (or any other directors who are not Nominee Directors) shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian be filled (A) solely by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties mutual consent of the Document Custodian hereunder until MCK Members and Echo, in each case to the extent they (together with their respective Permitted Transferees) hold 10% or more of the MCK Units or Echo Units, respectively, or (B) in the event either the MCK Members or Echo hold less than 10% of the MCK Units or Echo Units, respectively, upon the approval of the holders of a majority of the Units at such time, if anywith such appointment, as the Collateral Agent appoints a successor Document Custodian. Upon the in each case, to become effective date immediately upon delivery of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian such appointment to the Administrative Agent or to such Person as other Members and the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9Company.

Removal and Resignation. (a) Document Custodian may be removedResignation or removal of the Trustee will not terminate the Trust. In the event of any vacancy in the position of Trustee, with or without cause, whether by the Administrative Agent upon 30 days prior written notice to resignation or removal of the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination NoticeTrustee, the Document Custodian shall continue Employer will appoint a successor trustee and such appointment will become effective upon the acceptance of its office by the successor trustee. If the Employer does not appoint such a successor within 60 days after notice of resignation or removal is given, the Trustee may apply to act in a court of competent jurisdiction for such capacity (and, for appointment. Each successor Trustee so appointed and accepting a Trusteeship hereunder will have all the avoidance rights and powers and all of doubt, so long as it continues to act in such capacity, shall continue to receive any fees the duties and any other amounts to which it is entitled to receive in such capacity obligations of the original trustee under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunderprovisions hereof. (b) Document Xxxxxxxxx The Employer may remove the Trustee at any time upon sixty-(60) days notice in writing to the Trustee unless the Trustee agrees to a shorter period. The Trustee may resign and be discharged from its duties or obligations hereunder, not earlier than thirty at any time upon sixty (3060) days after delivery notice in writing to the Administrative Agent Employer unless the Employer agrees to a shorter period. Upon such removal or resignation of written notice the Trustee, the Employer shall appoint a successor trustee and, upon the successor trustee’s acceptance of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignationappointment, the resigning Document Xxxxxxxxx’s resignation Trustee shall nevertheless thereupon become effectiveassign, transfer and pay over to such successor trustee the Collateral Agent (or funds and properties under its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignationcontrol, or if the Administrative Agent gives Document Custodian written notice Employer establishes an alternative funding medium, the Trustee shall assign, transfer and pay over the funds and properties under its control as the Employer directs. The Trustee is authorized, however, to reserve such amount as it may deem advisable for payments of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs fees and expenses Document Custodian shall incur in connection with for the termination settlement of its duties under this Agreement account or otherwise, and any balance of such reserve remaining after the payment of such fees and expenses shall be paid as the Employer directs. (iic) deliver all No trustee will be liable or responsible for anything done or omitted to be done in the administration of the required Loan Documents in the possession of Document Custodian Fund before it became Trustee or after it ceases to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9Trustee.

Removal and Resignation. (a) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written by notice given in writing to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunder. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Custodian Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

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 (a30) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior days’ written notice to the Document Custodian other parties to this Agreement. In the event of such resignation or removal, Agent shall appoint a successor Collateral Agent, 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 “Document Custodian Termination Notice”); provided thatrights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, notwithstanding its if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of a Document Custodian Termination Noticethe resigning Collateral Agent’s notice of resignation or removal, the Document Custodian shall continue to act in such capacity (and, resigning Collateral Agent may petition a court for the avoidance appointment of doubta successor Collateral Agent unless Agent elects, so long 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 it continues may be necessary to act 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 capacitysuccession 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 continue establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to receive any fees and any other amounts maintain pursuant to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunderAgreement. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

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 (a30) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior days’ written notice to the Document Custodian other parties to this Agreement. In the event of such resignation or removal, Agent shall appoint a successor Collateral Agent, 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 “Document Custodian Termination Notice”); provided thatrights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, notwithstanding its if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of a Document Custodian Termination Noticethe resigning Collateral Agent’s notice of resignation or removal, the Document Custodian shall continue to act in such capacity (and, resigning Collateral Agent may petition a court for the avoidance appointment of doubta successor Collateral Agent unless Agent elects, so long 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 it continues may be necessary to act 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 capacitysuccession 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 continue establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to receive any fees and any other amounts maintain pursuant to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunderAgreement. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

Removal and Resignation. (a) Document Custodian may be removedResignation or removal of the Trustee will not terminate the Trust. In the event of any vacancy in the position of Trustee, with or without cause, whether by the Administrative Agent upon 30 days prior written notice to resignation or removal of the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination NoticeTrustee, the Document Custodian shall continue Employer will appoint a successor trustee and such appointment will become effective upon the acceptance of its office by the successor trustee. If the Employer does not appoint such a successor within 60 days after notice of resignation or removal is given, the Trustee may apply to act in a court of competent jurisdiction for such capacity (and, for appointment. Each successor Trustee so appointed and accepting a Trusteeship hereunder will have all the avoidance rights and powers and all of doubt, so long as it continues to act in such capacity, shall continue to receive any fees the duties and any other amounts to which it is entitled to receive in such capacity obligations of the original trustee under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunderprovisions hereof. (b) Document Xxxxxxxxx The Employer may remove the Trustee at any time upon sixty (60) days notice in writing to the Trustee unless the Trustee agrees to a shorter period. The Trustee may resign and be discharged from its duties or obligations hereunder, not earlier than thirty at any time upon sixty (3060) days after delivery notice in writing to the Administrative Agent Employer unless the Employer agrees to a shorter period. Upon such removal or resignation of written notice the Trustee, the Employer shall appoint a successor trustee and, upon the successor trustee's acceptance of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignationappointment, the resigning Document Xxxxxxxxx’s resignation Trustee shall nevertheless thereupon become effectiveassign, transfer and pay over to such successor trustee the Collateral Agent (or funds and properties under its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignationcontrol, or if the Administrative Agent gives Document Custodian written notice Employer establishes an alternative funding medium, the Trustee shall assign, transfer and pay over the funds and properties under its control as the Employer directs. The Trustee is authorized, however, to reserve such amount as it may deem advisable for payments of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs fees and expenses Document Custodian shall incur in connection with for the termination settlement of its duties under this Agreement account or otherwise, and any balance of such reserve remaining after the payment of such fees and expenses shall be paid as the Employer directs. (iic) deliver all No trustee will be liable or responsible for anything done or omitted to be done in the administration of the required Loan Documents in the possession of Document Custodian Fund before it became Trustee or after it ceases to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9Trustee.

Removal and Resignation. (a) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written notice to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunder. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Custodian Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.. [Remainder intentionally left blank]

Removal and Resignation. (a) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written notice to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunder. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian Document Xxxxxxxxx has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

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 (a30) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior days' written notice to the Document Custodian 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). No such removal of or resignation by Collateral Agent shall become effective until a successor Collateral Agent shall have accepted such appointment and executed an instrument by which it shall have assumed all of the “Document Custodian Termination Notice”); provided thatrights and obligations of Collateral Agent hereunder. If no such successor Collateral Agent is appointed within sixty (60) days (or, notwithstanding its if fees payable under the Fee Letter have not been paid, thirty (30) days) after receipt of a Document Custodian Termination Noticethe resigning Collateral Agent's notice of resignation or removal, the Document Custodian shall continue to act in such capacity (and, resigning Collateral Agent may petition a court for the avoidance appointment of doubta successor Collateral Agent. In connection with any removal of or resignation by (1) duly assign, so long 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 it continues may be necessary to act assign to the successor Collateral Agent the security interests existing in favor of the retiring Collateral Agent hereunder, and to otherwise give effect to such capacitysuccession 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 continue establish in its name, as agent for the Lenders, as secured party, the Collection Account and Reserve Account as Borrower is required to receive any fees and any other amounts maintain pursuant to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunderAgreement. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.

Removal and Resignation. (a) Document Custodian may be removed, with or without cause, by the Administrative Agent upon 30 days prior written notice to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian CustodianCollateral Agent Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunder. (b) Document Xxxxxxxxx may resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice of resignation, the resigning Document Xxxxxxxxx’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints a successor Document Custodian. Custodian Upon the effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the required Loan Documents in the possession of Document Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.. [Remainder intentionally left blank] 1. Xxxxxxxx Xxxxx, Inc. 2. Kroll 3. Xxxxxx, Xxxxxx and Company 4. Lincoln Advisors 5. Valuation Research Corporation 1. 1020000 Energy Equipment and Services 48. 7210000 Insurance 2. 1030000 Oil, Gas and Consumable Fuels 49. 7310000 Real Estate Management and Development

Removal and Resignation. 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) Document Custodian may be removedupon written request of the Holders of a majority in aggregate Principal amount of Outstanding Certificates and, provided no Event of Default has occurred and is continuing hereunder, with the consent of the Company, which consent shall not be unreasonably withheld, or without cause, by the Administrative Agent upon 30 days prior written notice to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive any fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Document Custodian Fee Letter) until a successor Document Custodian has been appointed and has agreed to act as Document Custodian hereunder. (b) Document Xxxxxxxxx by the Company, provided no Event of Default has occurred and is continuing hereunder. Such substitution shall not be deemed to affect the rights or obligations of the Holders. No such 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 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 shall have capital and surplus exclusive of borrowed capital aggregating at least $50,000,000 and shall be subject to examination or supervision by a federal or state banking authority. The Trustee or any successor may at any time resign by giving mailed notice to all Holders, the Company and the Government of its intention to resign and be discharged from its duties or obligations hereunder, not earlier than thirty (30) days after delivery to of the Administrative Agent of written notice of such resignation specifying a proposed date when such resignation shall take effect. If no successor collateral custodian has accepted appointment as the Document Custodian by the date thirty (30) days following a resigning Document Xxxxxxxxx’s notice 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 the appointment of a successor Trustee shall have been or is approved in writing by the Company. In 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 Document Xxxxxxxxx’s Trustee may petition the appropriate court having jurisdiction to appoint a successor Trustee. No resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties removal of the Document Custodian hereunder until such time, if any, as the Collateral Agent appoints Trustee and appointment of a successor Document Custodian. Upon the Trustee shall become effective date of such resignation, or if the Administrative Agent gives Document Custodian written notice of an earlier termination hereof, Document Custodian shall until (i) be reimbursed for any costs and expenses Document Custodian shall incur in connection with acceptance of appointment by the termination of its duties under this Agreement and successor Trustee, (ii) deliver all receipt of written acknowledgment from the required Loan Documents in the possession of Document Custodian Government agreeing to recognize such successor and agreeing to continue ESPC Task Order Payments pursuant to the Administrative Agent or to such Person as Notice of Assignment, and (iii) execution of documents releasing the Administrative Agent may designate to Document Custodian in writing upon the receipt of a request in the form of Exhibit H. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with Trustee from any further obligations under this Trust Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 14.9.