Removal of a Bank. The Borrower shall have the right, by giving at least 15 Business Days’ prior notice in writing to the affected Bank and the Administrative Agent, at any time when no Default or Event of Default has occurred and is then continuing, to remove as a party hereto any Bank having a corporate credit rating of BBB- (or its equivalent) or lower by Fitch Ratings Ltd. (or any successor thereto), such removal to be effective as of the date specified in such notice from the Borrower (a “Removal Date”), which date shall be the last day of an Interest Period. On any Removal Date, the Borrower shall repay all the outstanding Contract Advances, Special Rate Loans and Auction Advances of the affected Bank, together with all accrued interest, fees and all other amounts owing hereunder to such Bank. Upon such Removal Date and receipt of the payment referred to above, the Commitment of such affected Bank shall terminate and such Bank shall cease thereafter to constitute a Bank hereunder. The Borrower shall have the right to offer to one or more Banks the right to increase their Commitments up to, in the aggregate for all such increases, the Commitment of any Bank which is removed pursuant to the foregoing provisions of this Section 2.17 (such Commitment being herein called an “Unallocated Commitment”) effective on the relevant Removal Date, it being understood that no Bank shall be obligated to increase its Commitment in response to any such offer. The Borrower shall also have the right to offer all or any portion of an Unallocated Commitment to one or more commercial banks not parties hereto having a corporate credit rating higher than BBB- (or its equivalent) by Fitch Ratings Ltd. (or any successor thereto), and, upon each such bank’s acceptance of such offer and execution and delivery of an instrument agreeing to the terms and conditions hereof, each such bank shall become a Bank hereunder with a Commitment in an amount specified in such instrument. If the Bank which is removed pursuant to this Section 2.17 is a Reference Bank, the Administrative Agent, with the consent of the Borrower (which shall not be unreasonably withheld), shall appoint a new Reference Bank from among the Banks. The obligations of the Borrower described in Sections 2.02(b), 2.11, 2.12, 2.15, 8.04 and 8.12 that arose prior to the date of removal shall survive for the benefit of any Bank removed pursuant to this Section 2.17 notwithstanding such removal.
Removal of a Bank. On the day the notice referred to in Clause 8.3 (Notice of Removal of a Bank) expires the Account Party shall procure either that such Bank's L/C Proportion of each relevant Letter of Credit be reduced to zero (by reduction of the amount of such Letter of Credit in an amount equal to such Bank's L/C Proportion) or that Cash Collateral be provided in an amount equal to such Bank's L/C Proportion of such Letter of Credit.
Removal of a Bank. On the day the notice referred to in Clause 10.1 (NOTICE OF REMOVAL OF A BANK) expires (if such circumstance relates to a Bank) each Borrower to which an Advance has been made shall repay such Bank's portion of the Advances.
Removal of a Bank. Borrower and the Co-Borrowers shall have the right to remove a Bank as a party to this Agreement in accordance with this Section (a) under the circumstances set forth in Sections 2.10, 3.6, 3.7(g) and 3.11(d) and (b) if such Bank is the subject of a Disqualification. If Borrower and the Co-Borrowers are entitled to remove a Bank pursuant to this Section either:
Removal of a Bank. If a Bank makes a determination under Section 7.01(a)(iii) or (iv) or asserts a claim under Sections 1.13, 7.02 or 7.03 and the Required Banks shall not have made similar determinations or filed similar claims (whether or not in differing amounts) in respect of the same event that was the basis for the determination or claims of such Bank, and so long as no Default exists, the Agent, the Borrower and such Bank agree, if requested by the Borrower, to attempt to locate a Person that will accept the assignment of the Loans, the Commitment, and the other rights and obligations hereunder of such Bank and if such Person is located and is acceptable to the Agent, such Bank agrees to assign its interest in its Loans, Commitment and other rights and obligations hereunder to such Person in accordance with Section 9.10, but only upon payment to it of an amount equal to the unpaid principal amount of its Loans, together with interest thereon and fees accrued to the date of payment and all other amounts then due and payable to it hereunder. If no such Person is found, and so long as no Default exists, the Borrower may elect to cancel the Commitments of such Bank and pay to such Bank all such amounts. If Loans to be so assigned or paid include LIBOR Rate Loans, the assignment or payment thereof shall occur on the last day of the then current Interest Period.
Removal of a Bank. The Borrower shall have the right, by giving at least 15 Business Days' prior notice in writing to the affected Bank and the Administrative Agent, at any time when no Event of Default and no event which with the passage of time or the giving of notice or both would become an Event of Default has occurred and is then continuing, to remove as a party hereto any Bank having a credit rating of C/D (or its equivalent) or lower by Thomson BankWatch, Inc. (or any successor thereto), such removal to be effective as of the date specified in such notice from the Borrower (a "Removal Date"), which date, for any
Removal of a Bank. Borrower shall have the right to remove a Bank as a party to this Agreement pursuant to this Section in the event that such Bank (a) refuses to consent to an extension of the Maturity Date requested by Borrower in accordance with Section 2.10 which has been consented to by Banks holding Pro Rata Share equal to or greater than 80% of the Commitment, or (b) requests compensation under Section 3.7 or Section 3.8 which has not been requested by all other Banks, by written notice to the Administrative Agent and such Bank within 60 days following any such refusal or request, provided that no Default or Event of Default then exists. If Borrower is entitled to remove a Bank pursuant to this Section either: (a) The Bank being removed shall within five Banking Days after such notice execute and deliver an Assignment Agreement covering that Bank's Pro Rata Share in favor of one or more Eligible Assignees designated by Borrower and reasonably acceptable to the Administrative Agent, subject to payment of a purchase price by such Eligible Assignee equal to all principal and accrued interest, fees and other amounts payable to such Bank under this Agreement through the date of the Assignment Agreement; or (b) Borrower may reduce the Commitment pursuant to Section 2.7 (and, for this purpose, the numerical requirements of such Section shall not apply) by an amount equal to that Bank's Pro Rata Share, pay and provide to such Bank the amount required by clause (a) above and release such Bank from its Pro Rata Share (subject, however, to the requirement that all conditions set forth in Section 8.2 are met as of the date of such reduction and the payment to the other Banks of appropriate fees for the assumption of that Bank's participation in all Letters of Credit and Swing Line Advances then outstanding), in which case the percentage Pro Rata Shares of the remaining Banks shall be ratably increased (but without any increase in the Dollar amount of the Pro Rata Shares of such Banks). 11.16
Removal of a Bank. Under any circumstances set forth in this Agreement providing that Borrower shall have the right to remove a Bank as a party to this Agreement, such Bank shall, upon notice from Borrower, execute and deliver a Notice of Assignment and Acceptance covering that Bank's Pro Rata Share of the Commitments in favor of an Eligible Assignee acceptable to the Administrative Agent as Borrower may designate, subject to (a) payment in full by such Eligible Assignee of all principal, interest and fees owing to such Bank through the date of assignment and (b) delivery by such Eligible Assignee of such appropriate assurances and indemnities (which may include letters of credit) as such Bank may reasonably require with respect to its participation interest in any Letters of Credit then outstanding or any Swing Line Loans then outstanding. Alternatively, Borrower may reduce the Commitments (and, for this purpose, the Minimum Amounts for Commitment reductions shall not apply) by an amount equal to that Bank's Pro Rata Share of the Commitments, pay and provide to such Bank the amounts, assurances and indemnities described in (a) and (b) above and release such Bank from its Pro Rata Share of the Commitments. (Credit Agreement) 75 82
Removal of a Bank. Borrower shall have the right to remove a Bank as a party to this Agreement if (a) such Bank is paid a material amount by Borrower pursuant to Section 3.4 or Section 3.5, (b) any of the events described in Section 9.1(j) occurs with respect to such Bank, or (c) such Bank becomes (and at the time of the proposed removal hereunder remains) a Defaulting Bank hereunder. Upon notice from Borrower, such Bank shall execute and deliver a Commitments Assignment and Acceptance covering that Bank's Percentage of the Commitments in favor of such Eligible Assignee as Borrower may designate with the approval of the Administrative Agent, subject to payment in full by such Eligible Assignee of all principal, interest and fees and any other amount owing to such Bank through the date of assignment. The removal of any Defaulting Bank pursuant to this Section 11.24 shall not preclude Borrower from pursuing all remedies available to it against such Defaulting Bank for damages arising out of such Defaulting Bank's breach hereof.
Removal of a Bank. The Borrower shall have the right, by giving at least 15 Business Days' prior notice in writing to the affected Bank and the Administrative Agent, at any time when no Event of Default and no event which with the passage of time or the giving of notice or both would become an Event of Default has occurred and is then continuing, to remove as a party hereto any Bank having a credit rating of C/D (or its equivalent) or lower by Thomson BankWatch, Inc. (or any successor thereto), such removal to be effective as of the date specified in such notice from the Borrower (a "REMOVAL DATE"), which date, for any Adjusted CD Rate Advance or any Eurodollar Rate Contract Advance, shall be the last day of an Interest Period and, for any Competitive Advance, shall be the maturity date of such Competitive Advance. On any Removal Date, the Borrower shall repay all the outstanding Advances of the affected Bank applicable to such Removal Date, together with all accrued interest, fees, and all other amounts owing hereunder to such Bank. Upon each such Removal Date and receipt of the related
