Common use of Removals Clause in Contracts

Removals. As between ACTA and Contractor, and subject to ACTA, POLA, POLB, BNSF and/or UP obtaining any necessary regulatory approvals or exemptions, ACTA may remove (or cause to be removed) any portion of the Maintained Facilities from service, either temporarily or permanently, upon thirty (30) days’ prior written notice to the Contractor (except that in an emergency, ACTA shall be required to give only such notice as may be feasible under the circumstances). In the event that the removal of any Maintained Facilities adversely affects Contractor’s overall rights or obligations hereunder, then Contractor may submit to ACTA (no later than ten (10) days’ following notice to Contractor) a proposed termination statement pertaining only to that portion of the Maintained Facilities at issue, which shall include (1) all amounts owed to Contractor or any Subcontractor for those Services performed with respect to the removed Maintained Facilities through the proposed removal date; (2) termination payments, if any, contractually owed by Contractor to Subcontractors and/or vendors as a direct result of the removal of such Maintained Facilities; provided, however, that (i) ACTA previously authorized and directed Contractor to perform Services with respect to the removed Maintained Facilities, and (ii) such termination payments, if any, are a reasonable approximation of the damages incurred by Subcontractors and/or vendors as a direct result of the removal of such Maintained Facilities; and (3) reasonable costs incurred by Contractor to comply with ACTA’s written directions in connection with the removal of such Maintained Facilities from Service, including demobilization costs, if any. Contractor shall provide ACTA with supporting documentation as requested by ACTA, including but not limited to copies of contracts, invoices, receipts and other documents. Notwithstanding the foregoing, in no event shall ACTA be obligated to pay for lost profits or other consequential damages resulting from any such termination. In the event that ACTA elects to proceed with the removal of such Maintained Facilities, then ACTA shall pay such termination statement in accordance with and subject to the provisions of Section 5.6. Notwithstanding the foregoing, Contractor shall have a duty to mitigate Contractor’s losses that arise from ACTA’s removal of any portion of the Maintained Facilities.

Removals. As between ACTA and Contractor, and subject Subject to ACTA, POLA, POLB, BNSF and/or UP obtaining any necessary regulatory approvals or exemptions, ACTA may remove (or cause to be removed) any portion satisfaction of the Maintained Facilities from service, either temporarily or permanentlyconditions set forth below and any other conditions required by the Buyer, upon thirty (30) -days’ prior written notice request of the Collection Agent, the Buyer hereby agrees to the Contractor (except that in an emergency, ACTA shall be required to give only such notice as may be feasible under the circumstances). In the event that the removal of any Maintained Facilities adversely affects Contractor’s overall rights or obligations hereunderOriginator designated by the Collection Agent (each such event, then Contractor may submit to ACTA (no later than ten (10) days’ following notice to Contractor) a proposed termination statement pertaining only to that portion of the Maintained Facilities at issue, which shall include (1) all amounts owed to Contractor or any Subcontractor for those Services performed with respect to the removed Maintained Facilities through the proposed removal date; (2) termination payments, if any, contractually owed by Contractor to Subcontractors and/or vendors as a direct result of the removal of such Maintained Facilities; provided, however, that “Removal”): (i) ACTA previously authorized no Termination or Event of Termination shall have occurred and directed Contractor be continuing, or shall result from, or reasonably be expected to perform Services with respect to result from, such Removal or the removed Maintained Facilities, and Related Removals; (ii) the Buyer shall have received a Monthly Report calculated on a pro forma basis (after giving effect to such termination paymentsRemoval and all Related Removals), if anywhich pro forma Monthly Report shall demonstrate compliance with all covenants hereunder and under the Loan Agreement, are a reasonable approximation including the ratios set forth in Sections 7.01(h) and (i) of the damages incurred by Subcontractors and/or vendors Loan Agreement; (iii) as a direct result of the removal last day of the Collection Period most recently ended prior to such Maintained Facilities; Removal, the average Net Receivables Balance of all Receivables of the Originator(s) subject to such Removal and all Related Removals over the prior 3 Collection Periods shall not be greater than 7.5% of the average Net Receivables Balance of Receivables of all Originators during the Collection Period 3 months prior to such Collection Period and the two prior Collection Periods; (3iv) reasonable costs incurred by Contractor such Originator shall execute such agreements, instruments and documents as the Buyer and the Administrative Agent may reasonably request, in form and substance satisfactory to comply with ACTA’s written directions in connection with the removal of such Maintained Facilities from ServiceBuyer and the Administrative Agent to effectuate the requested Removal, including demobilization costs, if any. Contractor an amendment to this Agreement effectuating such Removal; and (v) the Buyer shall provide ACTA with supporting documentation as requested by ACTA, including but have received all Collections pertaining to Purchased Receivables (that have not limited to copies of contracts, invoices, receipts become Defaulted Receivables) and other documents. Notwithstanding the foregoingall Noncomplying Receivables Adjustments, in no event shall ACTA be obligated each case, attributable to pay for lost profits or other consequential damages resulting from any such termination. In the event that ACTA elects to proceed with the removal of such Maintained Facilities, then ACTA shall pay such termination statement in accordance with and Originator subject to the provisions of Section 5.6requested Removal. Notwithstanding Upon the foregoing, Contractor shall have a duty to mitigate Contractor’s losses that arise from ACTA’s removal effectiveness of any portion Removal, Schedule I hereto shall be deemed amended to delete the name of the Maintained Facilitiesapplicable Person. Authorized Representative shall promptly notify the Collection Agent of any Addition or Removal hereunder.

Removals. As between ACTA and Contractor, and subject Subject to ACTA, POLA, POLB, BNSF and/or UP obtaining any necessary regulatory approvals or exemptions, ACTA may remove (or cause to be removed) any portion satisfaction of the Maintained Facilities from service, either temporarily or permanentlyconditions set forth below and any other conditions required by the Buyer, upon thirty (30) -days’ prior written notice request of the Collection Agent, the Buyer hereby agrees to the Contractor (except that in an emergency, ACTA shall be required to give only such notice as may be feasible under the circumstances). In the event that the removal of any Maintained Facilities adversely affects Contractor’s overall rights Originator designated by the Collection Agent (each such event, a “Removal”): (i) no Termination or obligations hereunderEvent of Termination shall have occurred and be continuing, then Contractor may submit or shall result from, or reasonably be expected to ACTA result from, such Removal or the Related Removals; (no later than ten ii) the Buyer shall have received a Monthly Report calculated on a pro forma basis (10after giving effect to such Removal and all Related Removals), which pro forma Monthly Report shall demonstrate compliance with all covenants hereunder and under the Loan Agreement, including the ratios set forth in Sections 7.01(h) days’ following notice to Contractorand (i) a proposed termination statement pertaining only to that portion of the Maintained Facilities at issue, which shall include Loan Agreement; (1iii) all amounts owed to Contractor or any Subcontractor for those Services performed with respect to the removed Maintained Facilities through the proposed removal date; (2) termination payments, if any, contractually owed by Contractor to Subcontractors and/or vendors as a direct result of the removal last day of the Collection Period most recently ended prior to such Maintained FacilitiesRemoval, the average Net Receivables Balance of all Receivables of the Originator(s) subject to such Removal and all Related Removals over the prior 3 Collection Periods shall not be greater than 7.5% of the average Net Receivables Balance of Receivables of all Originators during the Collection Period 3 months prior to such Collection Period and the two prior Collection Periods; provided, however, that the Removals of the Originators listed on Schedule VII hereto shall not be subject to this clause (iiii) ACTA previously authorized if the Net Receivables Balance of Receivables of (a) all existing Originators that are not listed on Schedule VII hereto and directed Contractor (b) all new Originators to perform Services be added via an Addition concurrently with respect such Removals, as demonstrated on a Monthly Report calculated on a pro forma basis (after giving effect to all such Additions and Removals), is equal to or greater than the Net Receivables Balance of Receivables of the Originators party hereto immediately prior to effecting such Additions and Removals, as demonstrated on a Monthly Report calculated as of the same date (before giving effect to all such Additions and Removals); (iv) such Originator shall execute such agreements, instruments and documents as the Buyer and the Administrative Agent may reasonably request, in form and substance satisfactory to the removed Maintained Facilities, Buyer and (ii) such termination payments, if any, are a reasonable approximation of the damages incurred by Subcontractors and/or vendors as a direct result of Administrative Agent to effectuate the removal of such Maintained Facilities; and (3) reasonable costs incurred by Contractor to comply with ACTA’s written directions in connection with the removal of such Maintained Facilities from Servicerequested Removal, including demobilization costs, if any. Contractor an amendment to this Agreement effectuating such Removal; (v) the Buyer shall provide ACTA with supporting documentation as requested by ACTA, including but have received all Collections pertaining to Purchased Receivables (that have not limited to copies of contracts, invoices, receipts become Defaulted Receivables) and other documents. Notwithstanding the foregoingall Noncomplying Receivables Adjustments, in no event shall ACTA be obligated each case, attributable to pay for lost profits or other consequential damages resulting from any such termination. In the event that ACTA elects to proceed with the removal of such Maintained Facilities, then ACTA shall pay such termination statement in accordance with and Originator subject to the provisions of Section 5.6requested Removal; and (vi) if such Removal is requested or to be effected during the Temporary Trigger Relief Period (as defined in the Loan Agreement), the DSO (as defined in the Loan Agreement) reported on the most recently delivered Monthly Report shall not exceed 75 days; provided that, if no Monthly Report was delivered on the most recent Monthly Report Due Date, the DSO shall be deemed to exceed 75 days. Notwithstanding Upon the foregoing, Contractor shall have a duty to mitigate Contractor’s losses that arise from ACTA’s removal effectiveness of any portion Removal, Schedule I hereto shall be deemed amended to delete the name of the Maintained Facilitiesapplicable Person. Authorized Representative shall promptly notify the Collection Agent of any Addition or Removal hereunder.

Removals. As between ACTA and Contractor, and subject Subject to ACTA, POLA, POLB, BNSF and/or UP obtaining any necessary regulatory approvals or exemptions, ACTA may remove (or cause to be removed) any portion satisfaction of the Maintained Facilities from service, either temporarily or permanentlyconditions set forth below and any other conditions required by the Buyer, upon thirty (30) -days’ prior written notice request of the Collection Agent, the Buyer hereby agrees to the Contractor (except that in an emergency, ACTA shall be required to give only such notice as may be feasible under the circumstances). In the event that the removal of any Maintained Facilities adversely affects Contractor’s overall rights Originator designated by the Collection Agent (each such event, a “Removal”): (i) no Termination or obligations hereunderEvent of Termination shall have occurred and be continuing, then Contractor may submit or shall result from, or reasonably be expected to ACTA result from, such Removal or the Related Removals; (no later than ten ii) the Buyer shall have received a Monthly Report calculated on a pro forma basis (10after giving effect to such Removal and all Related Removals), which pro forma Monthly Report shall demonstrate compliance with all covenants hereunder and under the Loan Agreement, including the ratios set forth in Sections 7.01(h) days’ following notice to Contractorand (i) a proposed termination statement pertaining only to that portion of the Maintained Facilities at issue, which shall include Loan Agreement; (1iii) all amounts owed to Contractor or any Subcontractor for those Services performed with respect to the removed Maintained Facilities through the proposed removal date; (2) termination payments, if any, contractually owed by Contractor to Subcontractors and/or vendors as a direct result of the removal last day of the Collection Period most recently ended prior to such Maintained FacilitiesRemoval, the average Net Receivables Balance of all Receivables of the Originator(s) subject to such Removal and all Related Removals over the prior 3 Collection Periods shall not be greater than (a) if such Removal and all Related Removals are effectuated at any time during the 2017 calendar year, 15% of the average Net Receivables Balance of Receivables of all Originators during the Collection Period 3 months prior to such Collection Period and the two prior Collection Periods or (b) if such Removal and all Related Removals are effectuated at any other time, 7.5% of the average Net Receivables Balance of Receivables of all Originators during the Collection Period 3 months prior to such Collection Period and the two prior Collection Periods; provided, however, that the Removals of the Originators listed on Schedule VII hereto shall not be subject to this clause (iiii) ACTA previously authorized if the Net Receivables Balance of Receivables of (a) all existing Originators that are not listed on Schedule VII hereto and directed Contractor (b) all new Originators to perform Services be added via an Addition concurrently with respect such Removals, as demonstrated on a Monthly Report calculated on a pro forma basis (after giving effect to all such Additions and Removals), is equal to or greater than the Net Receivables Balance of Receivables of the Originators party hereto immediately prior to effecting such Additions and Removals, as demonstrated on a Monthly Report calculated as of the same date (before giving effect to all such Additions and Removals); (iv) such Originator shall execute such agreements, instruments and documents as the Buyer and the Administrative Agent may reasonably request, in form and substance satisfactory to the removed Maintained Facilities, Buyer and (ii) such termination payments, if any, are a reasonable approximation of the damages incurred by Subcontractors and/or vendors as a direct result of Administrative Agent to effectuate the removal of such Maintained Facilities; and (3) reasonable costs incurred by Contractor to comply with ACTA’s written directions in connection with the removal of such Maintained Facilities from Servicerequested Removal, including demobilization costs, if any. Contractor an amendment to this Agreement effectuating such Removal; (v) the Buyer shall provide ACTA with supporting documentation as requested by ACTA, including but have received all Collections pertaining to Purchased Receivables (that have not limited to copies of contracts, invoices, receipts become Defaulted Receivables) and other documents. Notwithstanding the foregoingall Noncomplying Receivables Adjustments, in no event shall ACTA be obligated each case, attributable to pay for lost profits or other consequential damages resulting from any such termination. In the event that ACTA elects to proceed with the removal of such Maintained Facilities, then ACTA shall pay such termination statement in accordance with and Originator subject to the provisions of Section 5.6requested Removal; and (vi) if such Removal is requested or to be effected during the Temporary Trigger Relief Period (as defined in the Loan Agreement), the DSO (as defined in the Loan Agreement) reported on the most recently delivered Monthly Report shall not exceed 75 days; provided that, if no Monthly Report was delivered on the most recent Monthly Report Due Date, the DSO shall be deemed to exceed 75 days. Notwithstanding Upon the foregoing, Contractor shall have a duty to mitigate Contractor’s losses that arise from ACTA’s removal effectiveness of any portion Removal, Schedule I hereto shall be deemed amended to delete the name of the Maintained Facilitiesapplicable Person. Authorized Representative shall promptly notify the Collection Agent of any Addition or Removal hereunder.