Bank Replacement. The Borrower shall have the right, at any time prior to the existing Maturity Date applicable to any Declining Banks, to replace Declining Banks with Consenting Banks willing (in their sole discretion) to increase their existing commitments (each such Bank, an “Extending Bank”), or other financial institutions willing (in their sole discretion) to become Banks and extend new commitments, on terms consistent with Section 9.5, including any consents required thereunder (each such Bank, a “New Bank”); provided that each of such Extending Banks and New Banks shall enter into a Transfer Supplement pursuant to which such Extending Bank or New Bank shall, effective as of the Maturity Date then applicable to such Declining Banks, undertake a Commitment (and, in the case of an Extending Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder on such date). In connection therewith, the Administrative Agent shall enter in the Register (A) the names of any New Banks, (B) the Maturity Date applicable to each Bank and Fronting Bank and (C) the respective allocations of any Declining Banks, Consenting Banks, Extending Banks and New Banks effective as of the Maturity Date applicable thereto. If any financial institution or other entity becomes a New Bank or any Extending Bank’s Commitment is increased pursuant to this Section 2.9, (x) Committed Loans made and Letters of Credit issued on or after the date such increase becomes effective as to such New Banks and Extending Banks shall be made in accordance with Section 2.1 based on the respective Commitments in effect on and after such date, (y) if, on the date of such joinder or increase, there are any Committed Loans outstanding, such Committed Loans shall on or prior to such date be prepaid from the proceeds of new Committed Loans made hereunder (reflecting such additional Bank or increase), which prepayment shall be accompanied by accrued interest on the Committed Loan being prepaid and any costs incurred by any Bank in accordance with Section 2.13 and (z) if, on the date of such joinder or increase, there is any Letter of Credit Usage, each Bank’s participation in any such Letter of Credit Usage shall be reallocated according to each Bank’s Pro Rata Share (giving effect to such additional Bank or increase).
Bank Replacement. 40 Section 2.16 Sharing of Payments, Etc. . . . . . . . . . . . . . 40 ARTICLE III
Bank Replacement. 38 Section 2.16 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Section 2.17 Collateral. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Bank Replacement. If the Company is required to make any reduction or withholding with respect to any payment due any Bank under this Section 4.9 (in any such case a "Replaceable Bank"), the Company may, with the consent of the Agent, propose that another bank (a "Replacement Bank"), which bank may be an existing Bank, be substituted for and replace the Replaceable Bank for purposes of this Agreement. If a Replacement Bank is so substituted for the Replaceable Bank, the Replaceable Bank shall enter into an Assignment Agreement with the Replacement Bank, the Company and the Agent to assign and transfer to the Replacement Bank the Replaceable Bank's Commitment and Loans hereunder pursuant to and in accordance with the provisions and requirements of Section 12.12 hereof and, as a condition to its execution thereof, the Replaceable Bank shall concurrently receive the full amount of its Loans, interest thereon, and all accrued fees and other amounts to which it is entitled under this Agreement.
Bank Replacement. The Borrowers shall be permitted to replace with an Eligible Assignee any Bank which (a) makes an assertion of the type described in Section 2.02(c)(iii) or requests reimbursement for amounts owing pursuant to Section 2.09 (either for its own account or for the account of any of its participants), (b) is affected in the manner described in Section 2.07(d), (c) requires any Borrower to pay Taxes in respect of such Bank or (d) fails to make any Advance requested by it if the Majority Banks have made the Advances requested of them pursuant to the same Notice of Borrowing; provided that (i) such replacement does not conflict with any Legal Requirement, (ii) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Bank being replaced shall not have eliminated the continued need for repayment of amounts owing pursuant to Section 2.02(c)(iii); and (iv) the Company shall repay (or cause to be repaid) or the Eligible Assignee shall pay to the Bank being replaced, the amount of the Obligations owing to such Bank on the date of replacement (including any amounts owing under Section 2.02(c)(iii)).
Bank Replacement. 37 Section 4.8 Discretion of Banks as to Manner of Funding ........... 38
Bank Replacement. (a) Borrower shall have the right to replace each Non-Funding Bank (as defined in Section 2.1(e)), each Bank affected by a condition under Section 4.1, Section 4.2 or Section 4.3 for more than 60 days or each Bank which fails to consent to any increase in the Borrowing Base proposed by Administrative Agent (on behalf of each Agent) pursuant to Section 5.2 and Section 5.3 (each such Bank, an "AFFECTED BANK") in accordance with the procedures in this Section 4.7 and provided that no reduction of the Total Commitment occurs as a result thereof.
(i) Upon the occurrence of any condition permitting the replacement of a Bank, each Bank which is not an Affected Bank shall have the right, but not the obligation, to elect to increase its respective Commitment by an amount not to exceed the amount of the Commitments of the Affected Banks, which election shall be made by written notice from each such Bank to Administrative Agent and Borrower given within thirty (30) days after the date such condition occurs specifying the amount of such proposed increase in such Bank's Commitment.
(ii) If the aggregate amount of the proposed increases in Commitments of all such Banks making such an election is in excess of the Commitments of the Affected Banks, (A) the Commitments of the Affected Banks shall be allocated pro rata among such Banks based on the respective amounts of the proposed increases to Commitments elected by each of such Banks, and (B) the respective Commitments of such Banks shall be increased by the respective amounts as so allocated so that, after giving effect to such termination and increases, the aggregate amount of the Commitments of all of the Banks will be the same as prior to such termination.
(iii) If the aggregate amount of the proposed increases in Commitments of all such Banks making such an election equals the Commitments of the Affected Banks, the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increases so that, after giving effect to such termination and increases, the aggregate amount of the Commitments of all of the Banks will be the same as prior to such termination.
(iv) If the aggregate amount of the proposed increases in Commitments of all such Banks making such an election is less than the Commitments of the Affected Banks, (A) the respective Commitments of such Banks shall be increased by the respective amounts of their proposed increases, and (B) Borrower shall add additional Banks whic...
Bank Replacement. If the Company is required to make any reduction or withholding with respect to any payment due any Lender under Section 4.10 hereof or is required to make any payment to a Lender under Sections 2.1(c)(iv), 3.11 or 4.8 hereof or a Lender's obligation to make or maintain LIBOR Portions is suspended pursuant to Section 3.9 hereof (in any such case a "Replaceable Bank"), the Company may, with the consent of the Administrative Agent and the Issuing Bank, propose that another lender (a "Replacement Bank"), which lender may be an existing Lender, be substituted for and replace the Replaceable Bank for purposes of this Agreement. If a Replacement Bank is so substituted for the Replaceable Bank, the Replaceable Bank shall enter into an Assignment Agreement with the Replacement Bank, the Company and the Administrative Agent to assign and transfer to the Replacement Bank the Replaceable Bank's Commitments and Loans and credit risk with respect to Letters of Credit hereunder pursuant to and in accordance with the provisions and requirements of Section 12.12 hereof (except that no processing or recordation fee shall be payable to the Administrative Agent) and, as a condition to its execution thereof, the Replaceable Bank shall concurrently receive the full amount of its Loans, interest thereon, and all accrued fees and other amounts to which it is entitled under this Agreement, including amounts which would have been due it under Section 3.9 hereof if its Loans had been prepaid rather than assigned.
Bank Replacement. 42 Section 2.16 Sharing of Payments, Etc........................................ 43 Section 2.17 Increase of Commitments......................................... 44 Section 2.18 Extensions of the Maturity Date................................. 44 Section 2.19 Agreements regarding Subsidiaries............................... 45 ARTICLE III
Bank Replacement. Each Bank seeking compensation pursuant to Sections 2.06(c), 2.07(d), 2.09(a), 2.09(b) or 2.11 shall deliver the notices required by such Sections as promptly as practicable, and in any event within 90 days after it becomes aware thereof and determines to request compensation. In no event shall the Borrower be required to pay any such compensation for periods occurring more than 90 days before the giving of such notice. In the event any Bank shall give any notice to the Borrower or the Agent pursuant to Sections 2.06(c), 2.07(d), 2.09(a), 2.09(b) or 2.11 or any Terminating Bank shall elect not to extend one of the Maturity Dates, the Borrower may give notice to such Bank (with a copy to the Agent) that it wishes to seek one or more Eligible Assignees (which may be one or more of the Banks) to assume the Commitments of such Bank and to purchase its Pro Rata Share of the Obligations and its Notes. Each Bank delivering a notice pursuant to the foregoing Sections and each Terminating Bank agrees to sell its Commitments, and its Pro Rata Share of the Obligations and its Notes to any such Eligible Assignee for an amount equal to the sum of the outstanding principal amount of and accrued interest on the Advances owing to such Bank plus all fees and other amounts owing to such Bank under the Credit Documents (including, without limitation, any compensation owing to such Bank pursuant to the foregoing Sections) until the date such Commitments, Notes and amounts are purchased, whereupon such Bank shall have no further Commitments or other obligations to the Borrower under this Agreement or any other Credit Document.
