Exiting Banks. Each of the Banks (as defined in the Original Credit Agreement) which are not continuing as Banks under and for purposes of this Credit Agreement and the other Loan Documents.
Exiting Banks. Upon the effectiveness of this Amendment and reallocations and assignments set forth in this Section 3, all outstanding amounts due under the Credit Agreement and the other Loan Documents to each of (i) Capital One, National Association, (ii) United Bank National Association and (iii) Deutsche Bank AG New York Branch (collectively, the “Exiting Banks” and each, an “Exiting Bank”) shall be paid in full, and each Exiting Bank shall cease to be a Bank under the Credit Agreement; provided, that the obligations of the Credit Parties under the Loan Documents that are intended to survive any Bank ceasing to be a Bank or a party to any Loan Document shall survive in accordance with their respective terms for the benefit of each Exiting Bank, as applicable.
Exiting Banks. As of the close of business on December 20, 2002, neither JPMorgan Chase Bank nor Commerzbank AG, New York Branch (each an "Exiting Bank"), shall have any further obligations under, or be a Bank for purposes of, the Credit Agreement. Each Exiting Bank shall, however, be entitled to receive its Commitment Fee through and including December 20, 2002 and all other amounts, if any, owing to it under the Credit Agreement, including, without limitation, any indemnities to which it may become entitled pursuant to Section 12.01 of the Credit Agreement at any time in the future.
Exiting Banks. Each Bank which after the Closing Date no longer holds a Commitment (an "EXITING BANK") is executing this Agreement solely for the purpose of acknowledging that its Commitment will terminate on the Closing Date upon repayment in full of all amounts owing to it under the Existing Credit Agreement on the Closing Date. The modifications effected by this Agreement are being approved by Banks holding 100% of the Commitments after giving effect to termination of the Commitments of the Exiting Banks on the Closing Date. On the Closing Date, the Borrowers shall effect such borrowings and repayments among the Banks (which need not be PRO RATA among the Banks) so that, after giving effect thereto, the respective principal amounts of the Committed Rate Loans held by the Banks shall be PRO RATA according to their respective Commitment Percentages, as amended hereby, the Borrowers being obligated to pay any amounts due pursuant to subsection 2.14 of this Agreement in connection with such prepayments.
Exiting Banks. (a) From and after the Effective Date, (i) each of the Existing Banks that have not entered into this Agreement on the Effective Date (and will not have a Commitment hereunder) (an “Exiting Bank”) shall cease to be a party to this Agreement, (ii) no Exiting Bank shall have any obligations or liabilities under this Agreement with respect to the period from and after the Effective Date and, without limiting the foregoing, no Exiting Bank shall have any Commitment under this Agreement and (iii) no Exiting Bank shall have any rights under this Agreement or any other Loan Paper (other than rights under the Existing Credit Agreement expressly stated to survive the termination of such agreement and the repayment of amounts outstanding thereunder). 113
Exiting Banks. After giving effect to this Agreement and all transactions contemplated hereunder, (a) no entity executing this Agreement as an “Exiting Bank” on the signature pages hereto, in its capacity as a Bank under the Existing Credit Agreement (each, an “Exiting Bank”), (i) shall have any rights or duties as a Bank under the Amended Credit Agreement or any other Loan Document (except for rights or duties in respect of expense reimbursement and indemnification provisions in the Amended Credit Agreement with respect to such Exiting Bank which by their express terms would survive termination of the Amended Credit Agreement), (ii) shall have any Loans outstanding under the Amended Credit Agreement, or (ii) shall have any Commitment under the Amended Credit Agreement, and (b) no Borrower shall have any obligations or liabilities to any Exiting Bank other than obligations in respect of indemnity and reimbursement which by their express terms would survive termination of the Existing Credit Agreement.
Exiting Banks. Each Exiting Bank is executing this Amendment solely with the purpose of acknowledging that its rights and obligations in respect of its Loans and Revolving Credit Commitment will terminate on the Amendment Effective Date upon repayment in full of all amounts owing to it under the Credit Agreement on the Amendment Effective Date. The modifications effected by this Amendment are being provided by the Banks holding 100% of the Revolving Credit Commitments after giving effect to the repayment of the Loans and the termination of the Revolving Credit Commitments of the Exiting Banks on the Amendment Effective Date.
Exiting Banks. By its execution of this Seventh Amendment, each Exiting Bank hereby (a) consents to this Seventh Amendment solely in its capacity as an Exiting Bank, and (b) acknowledges and agrees to Section 3 of this Seventh Amendment. Each of the parties hereto hereby agrees and confirms that from and after the Seventh Amendment Effective Date, (i) each Exiting Bank shall cease to be a party to the Credit Agreement, (ii) no Exiting Bank shall have any obligations or liabilities under the Credit Agreement and, without limiting the foregoing, no Exiting Bank shall have any Commitment under the Credit Agreement and (iii) no Exiting Bank shall have any rights under the Credit Agreement or any other Loan Paper (other than rights under the Credit Agreement expressly stated to survive the termination of such agreement and the repayment of amounts outstanding thereunder, including under Sections 2.1(b), 14.3(b) and 14.5 of the Credit Agreement).
Exiting Banks. Bank One, NA, Bank of Tokyo – Mitsubishi Trust Company, Mizuho Corporate Bank, Ltd. and Lloyds TSB Bank PLC shall no longer be parties to the Credit Agreement and shall be released from all further obligations as Banks thereunder.
Exiting Banks. On the Effective Date, the aggregate unpaid principal amount of the outstanding Loans made by each Exiting Bank under the Existing Credit Agreement and related Promissory Note issued to such Exiting Bank thereunder together with all interest, Commitment Fees and other amounts, if any (less the unused portion of any Letter of Credit Fees previously paid to such Exiting Bank), payable to such Exiting Bank thereunder as of the Effective Date (as to either Exiting Bank, its "Payoff Amount"), shall be repaid in full from the proceeds of Loans made by the Banks, and the Commitments of the Exiting Banks under the Existing Credit Agreement shall terminate. The Company shall give the Agent notice pursuant to Section 2.02 with respect to such Loans. The Agent shall distribute to each Exiting Bank by not later than 3:00 P.M. (Minneapolis time) on the Effective Date out of the proceeds of Loans made for such purpose, the amount required to pay such Exiting Bank's Payoff Amount in full, whereupon: (a)such Exiting Bank shall no longer be a party to the Existing Credit Agreement (except to the extent provided in Section 8.04 thereof with respect to the survival of certain provisions, which shall remain in effect as to the Exiting Banks); and (b) such Exiting Bank shall not be deemed to be a "Bank" for any purpose hereunder.
