Common use of Removal of a Bank Clause in Contracts

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. 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 corporate credit rating of BBB- C/D (or its equivalent) or lower by Fitch Ratings Ltd. 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 date, for any Adjusted CD Rate Advance or any Eurodollar Rate Contract Advance, shall be the last day of an Interest PeriodPeriod 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 Contract Advances, Special Rate Loans and Auction Advances of the affected BankBank applicable to such Removal Date, together with all accrued interest, fees fees, and all other amounts owing hereunder to such Bank. Upon each such Removal Date and receipt of the related payment referred to above, the Commitment relating to the Advances so paid on such Removal Date, together with all unused Commitment, of such affected Bank shall terminate 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 Eligible Assignees not parties hereto having a corporate credit rating higher than BBB- C/D (or its equivalent) by Fitch Ratings Ltd. Thomson BankWatch, Inc. (or any successor thereto), and, upon each such bank’s 's acceptance of such offer and execution and delivery of an instrument agreeing to the terms and conditions hereofhereof (including, without limitation, the provisions of Section 8.07 regarding Bank assignments), 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, 2.128.04, 2.15, 8.04 and 8.12 that arose prior to the date of removal 8.15 shall survive for the benefit of any Bank removed pursuant to this Section 2.17 notwithstanding such removal.

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- C/D (or its equivalent) or lower by Fitch Ratings Ltd. 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 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- C/D (or its equivalent) by Fitch Ratings Ltd. Thomson BankWatch, Inc. (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. The If (a) the obligation of any Bank to make LIBOR Loans or to continue, or to convert Base Rate Loans into, LIBOR Loans shall be canceled or suspended pursuant to Section 4.8, (b) a Bank requests compensation pursuant to Section 4.9, (c) payments to a Bank are required to be increased, or the Borrower is required to make payments to a Governmental Authority in respect of amount payable hereunder to a Bank, as a result of Section 4.10, (d) a Bank becomes a Defaulting Bank or (e) a Bank does not consent to any amendment, modification or waiver to, or consent regarding, this Agreement or any other Loan Document which, pursuant to Section 14.2(b) requires the consent of such Bank, and the Required Banks shall have, or shall have the rightbeen deemed to have, by giving at least 15 Business Days’ prior notice in writing consented to the affected Bank and the Administrative Agentsuch amendment, at any time when modification, waiver or consent, then, so long as no Event of Default or Unmatured Event of Default has occurred (unless otherwise agreed to by the Agent in its sole discretion) the Borrower may either (i) demand that such Bank (the “Affected Bank”), and is upon such demand the Affected Bank shall promptly, assign, its Commitment to an Assignee subject to and in accordance with the provisions of Section 11.1 for a purchase price equal to the aggregate principal balance of all Loans then continuingowing to the Affected Bank plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Bank, or any other amount as may be mutually agreed upon by such Affected Bank and such Assignee, or (ii) pay to remove as the Affected Bank the aggregate principal balance of Loans then owing to the Affected Bank plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Bank, whereupon the Commitment of the Affected Bank shall be terminated and the Affected Bank shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Agent and the Affected Bank having a corporate credit rating shall reasonably cooperate in effectuating the replacement of BBB- (such Affected Bank under this Section, but at no time shall the Agent, such Affected Bank nor any other Bank be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its equivalent) rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or lower by Fitch Ratings Ltd. (expense to the Agent, the Affected Bank 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. 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 corporate credit rating of BBB- C/D (or its equivalent) or lower by Fitch Ratings Ltd. 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 date, for any Eurodollar Rate Contract Advance, shall be the last day of an Interest PeriodPeriod and, for any Competitive Advance, shall be the maturity date of such Competitive Advance; provided that no such Bank may be removed if it does not have a Commitment at the time. On any Removal Date, the Borrower shall repay all the outstanding Contract Advances (other than Term Advances, Special Rate Loans and Auction Advances if any) of the affected BankBank applicable to such Removal Date, together with all accrued interest, fees fees, and all other amounts owing hereunder to such Bank. Upon each such Removal Date and receipt of the related payment referred to above, the Commitment relating to the Advances so paid on such Removal Date, together with all unused Commitment, of such affected Bank shall terminate terminate, and such Bank shall cease thereafter to constitute a Bank hereunderhereunder (other than with respect to any Term Advances of such Bank). 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 Eligible Assignees not parties hereto having a corporate credit rating higher than BBB- C/D (or its equivalent) by Fitch Ratings Ltd. Thomson BankWatch, Inc. (or any successor thereto), and, upon each such bank’s 's acceptance of such offer and execution and delivery of an instrument agreeing to the terms and conditions hereofhereof (including, without limitation, the provisions of Section 8.07 regarding Bank assignments), 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, 2.128.04, 2.15, 8.04 and 8.12 that arose prior to the date of removal 8.15 shall survive for the benefit of any Bank removed pursuant to this Section 2.17 notwithstanding such removal.

Removal of a Bank. The Borrower Company 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 corporate credit rating of BBB- C/D (or its equivalent) or lower by Fitch Ratings Ltd. Thomson BankWatch, Inc. (or any successor thereto), such removal to be effective as of the date specified in such notice from the Borrower Company (a “"Removal Date”"), which date date, for any Eurodollar Rate Contract Advance, shall be the last day of an Interest PeriodPeriod and, for any Competitive Advance or Acceptance, shall be the maturity date of such Competitive Advance or Acceptance; provided that no such Bank may be removed if it does not have a Commitment at the time. On any Removal Date, the Borrower Borrowers shall repay all the outstanding Contract Advances, Special Rate Loans and Auction Advances of the affected BankBank applicable to such Removal Date, together with all accrued interest, fees fees, and all other amounts owing hereunder to such Bank. Upon each such Removal Date and receipt of the related payment referred to above, the Commitment relating to the Advances so paid on such Removal Date, together with all unused Commitment, of such affected Bank shall terminate terminate, and such Bank shall cease thereafter to constitute a Bank hereunder. The Borrower Company 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 2.16 (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 Company shall also have the right to offer all or any portion of an Unallocated Commitment to one or more commercial banks Eligible Assignees not parties hereto having a corporate credit rating higher than BBB- C/D (or its equivalent) by Fitch Ratings Ltd. Thomson BankWatch, Inc. (or any successor thereto), and, upon each such bank’s 's acceptance of such offer and execution and delivery of an instrument agreeing to the terms and conditions hereofhereof (including, without limitation, the provisions of Section 8.06 regarding Bank assignments), 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 Borrowers described in Sections 2.02(b)2.10, 2.118.04, 2.12, 2.15, 8.04 and 8.12 that arose prior to the date of removal 8.15 shall survive for the benefit of any Bank removed pursuant to this Section 2.17 Sections 2.16, notwithstanding such removal.

Removal of a Bank. The Borrower Company 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 corporate credit rating of BBB- C/D (or its 45 41 equivalent) or lower by Fitch Ratings Ltd. Thomson BankWatch, Inc. (or any successor thereto), such removal to be effective as of the date specified in such notice from the Borrower Company (a “"Removal Date”"), which date date, for any Eurodollar Rate Contract Advance, shall be the last day of an Interest PeriodPeriod and, for any Competitive Advance or Acceptance, shall be the maturity date of such Competitive Advance or Acceptance; provided that no such Bank may be removed if it does not have a Commitment at the time. On any Removal Date, the Borrower Borrowers shall repay all the outstanding Contract Advances, Special Rate Loans and Auction Advances of the affected BankBank applicable to such Removal Date, together with all accrued interest, fees fees, and all other amounts owing hereunder to such Bank. Upon each such Removal Date and receipt of the related payment referred to above, the Commitment relating to the Advances so paid on such Removal Date, together with all unused Commitment, of such affected Bank shall terminate terminate, and such Bank shall cease thereafter to constitute a Bank hereunder. The Borrower Company 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 2.16 (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 Company shall also have the right to offer all or any portion of an Unallocated Commitment to one or more commercial banks Eligible Assignees not parties hereto having a corporate credit rating higher than BBB- C/D (or its equivalent) by Fitch Ratings Ltd. Thomson BankWatch, Inc. (or any successor thereto), and, upon each such bank’s 's acceptance of such offer and execution and delivery of an instrument agreeing to the terms and conditions hereofhereof (including, without limitation, the provisions of Section 8.07 regarding Bank assignments), 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 Borrowers described in Sections 2.02(b)2.10, 2.118.04, 2.12, 2.15, 8.04 and 8.12 that arose prior to the date of removal 8.15 shall survive for the benefit of any Bank removed pursuant to this Section 2.17 2.16 notwithstanding such removal.