Removal of Banks. If (i) the obligation of any Bank to make or continue any Loans as, or convert Loans to, Loans has been suspended pursuant to Section 3.3, (ii) any Bank has demanded compensation under Section 3.1 or 3.2, or (iii) any Bank is a Defaulting Bank, the Company may elect to remove such Bank as a Bank hereunder or, at Company’s sole expense, to require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and the consents required by, Section 13.1), all of its interest, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations; provided, that (A) the Company notifies such Bank through the Administrative Agent of such election at least five (5) Business Days before any date fixed for a borrowing, (B) (x) in the case of a removal, the Company promptly repays all outstanding Obligations to such removed Bank or (y) in the case of an assignment and delegation, such Bank shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and other Obligations payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and (C) no Default or Unmatured Default exists. Upon receipt by the Administrative Agent of a notice of removal of a Bank in accordance herewith, the Commitment of such Bank shall terminate. Subject to Section 10.6.2, nothing in this Section 3.7 shall limit Company’s right to recover from a Defaulting Bank any Borrower’s loss, liability, expense or damage caused by such Defaulting Bank’s failure to perform its funding obligations under this Agreement. #184122093_7
Removal of Banks. The Company shall be permitted, from time to time in its discretion, to remove Banks from this Agreement and to reduce the Aggregate Commitment; provided, that (a) the Aggregate Commitment may not be reduced below $1,000,000,000 as a result of removal of one or more Banks from this Agreement pursuant to this Section, (b) after giving effect to such removal, no Bank shall have a Commitment hereunder which exceeds an amount equal to 20% of the Aggregate Commitment and (c) a Bank may not be removed from this Agreement at any time a Default or an Event of Default exists and remains uncured or unwaived under this Agreement. If the Company elects to terminate the Commitment of a Bank, it shall give not less than 30 days written notice to the Administrative Agent and such Bank. On the effective date of such termination, the Company shall pay to the Administrative Agent, for the account of such Bank, in immediately available funds, an amount equal to all Loans and other amounts (including accrued interest and fees) owing to such Bank plus the amounts, if any, owing to such Bank under subsections 2.18, 2.19, 2.20 and 9.5. Notwithstanding the removal of any Bank pursuant to this subsection, such Bank shall continue to have all such rights as would survive the termination of this Agreement under subsections 2.18, 2.19, 2.20 and 9.5.
Removal of Banks. If (i) the obligation of any Bank to make or continue any Loans as, or convert Loans to, Eurodollar Ratable Loans has been suspended pursuant to Section 3.3, or (ii) any Bank has demanded compensation under Section 3.1 or 3.2, the Borrower may elect to terminate this Agreement as to such Bank, provided that (i) the Borrower notifies such Bank through the Administrative Agent of such election at least five Business Days before any date fixed for a borrowing, (ii) the Borrower repays all of such Bank's outstanding Obligations at the end of the respective Interest Periods applicable thereto and (iii) no Default or Unmatured Default exists. Upon receipt by the Administrative Agent of such notice, the Commitment of such Bank shall terminate. ARTICLE IV
Removal of Banks. 34 11. TAXES .......................................................... 35 12.
Removal of Banks. The Company shall be permitted, from time to time in its discretion, to remove Banks from this Agreement and to reduce the Aggregate Commitment and the Aggregate Facilities Commitment; provided, that (a) the Aggregate Facilities Commitment may not be reduced below $5,000,000,000 as a result of removal of one or more Banks from this Agreement pursuant to this Section, (b) after giving effect to such removal, no Bank shall have a Commitment hereunder which exceeds an amount equal to 20% of the Aggregate Commitment and (c) a Bank may not be removed from this Agreement at any time a Default or an Event of Default exists and remains uncured or unwaived under this Agreement. If the Company elects to terminate the Commitment of a Bank, it shall give not less than 30 days written notice to the Administrative Agent and such Bank. On the effective date of such termination, the Company shall pay to the Administrative Agent, for the account of such Bank, in immediately available funds, an amount equal to all Loans and other amounts (including accrued interest and fees) owing to such Bank plus the amounts, if any, owing to such Bank under subsections 2.18, 2.19, 2.20 and 9.5. Notwithstanding the removal of any Bank pursuant to this subsection, such Bank shall continue to have all such rights as would survive the termination of this Agreement under subsections 2.18, 2.19, 2.20 and 9.5.
Removal of Banks. 28 ARTICLE IV
Removal of Banks. If any Bank requests compensation under Section 2.10 or 3.4 or if any Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant to Section 2.15, or if any Bank defaults in its obligation to fund Loans hereunder, then the Borrowers may, at their sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.3), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (and, if any Credit Agreement Final Bank's Pro Rata Share of the Commitment is being assigned, the Issuing Bank), which consents shall not unreasonably be withheld or delayed, (ii) such Bank shall have received payment of an amount equal to its Pro Rata Share of the outstanding principal of the Loans and Drawings on Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.10 or 3.4 or payments required to be made pursuant to Section 2.15, such assignment is reasonably expected to result in a material reduction in such compensation or payments. A Bank shall not be required to make any such assignment and delegation if within ten Business Days after notification by the Borrowers that they intend to replace such Bank, as a result of a waiver by such Bank or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.
Removal of Banks. Provided no Event of Default has occurred and is continuing, the Company may give written notice (with a copy to the Administrative Agent) (i) to any one or more Banks without cause in any year, at least 90 days but not more than 120 days before the anniversary of the Effective Date, or (ii) to any Bank failing to make a Loan pursuant to Section 2.3 within the thirty (30) days following such failure, that the Company does not desire that such Bank(s) continue to be a party to this Agreement. Any such Bank(s) may be removed as a party to this Agreement if the Company exercises one or more of the options set forth in paragraph (a) of Section 2.6 and the applicable transactions are consummated within the time period specified in paragraph (b) of Section 2.6.
Removal of Banks. The Company shall be permitted, from time to time in its discretion, to remove Banks from this Agreement and to reduce the Aggregate Commitment; provided, that (a) the Aggregate Commitment may not be reduced below $1,000,000,000 as a result of removal of one or more Banks from this Agreement pursuant to this Section, (b) after giving effect to such removal, no Bank shall have a Commitment hereunder which exceeds an amount equal to 20% of the Aggregate Commitment and (c) a Bank may not be removed from this Agreement at any time a Default or an Event of Default exists and remains uncured or unwaived under this Agreement. If the Company elects to terminate the Commitment of a Bank, it shall give not less than 30 days written notice to the Administrative Agent and such Bank. On
Removal of Banks. The Company shall be permitted, from time to time in its discretion, to remove Banks from the Agreement and reduce the Aggregate Commitment, provided that the Aggregate Commitment may not be reduced below $60,000,000 as a result of removing one or more Banks pursuant to this Section, and a Bank may not be removed from the Agreement at any time an Event of Default exists and remains uncured or unwaived under the Agreement. If the Company elects to terminate the Commitment of any Bank, it shall give not less than 14 days written notice to the Agent and such Bank. On the effective date of such termination, the Company shall pay to the Agent, for the account of such Bank, in immediately available funds, an amount equal to all Loans and other amounts (including accrued interest and fees) owing to such Bank plus the amounts, if any, owing to such Bank under Section 2.11(d) if such payment is not made on the last day of the applicable Interest Period.
