Departing Lender Sample Clauses
The Departing Lender clause defines the rights and obligations of a lender who is exiting a loan agreement or syndicate. Typically, this clause outlines the process for transferring the departing lender's interests, such as requiring notice to other parties, specifying conditions for assignment, and detailing how outstanding obligations are settled. Its core function is to ensure a smooth transition when a lender leaves, minimizing disruption to the remaining parties and maintaining the integrity of the lending arrangement.
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Departing Lender. The Departing Lender hereby agrees to sell and assign without representation, recourse, or warranty (except that the Departing Lender represents it has authority to execute and deliver this Amendment and sell its Obligations contemplated hereby, which Obligations are owned by the Departing Lender free and clear of all Liens), and upon the Effective Date, (A) the Lenders (other than the Departing Lender) hereby agree to purchase, 100% of the Departing Lender’s outstanding Obligations under the Credit Agreement and the other Loan Documents for a purchase price equal to the outstanding principal balance of Loans and accrued but unpaid interest and fees owed to the Departing Lender under the Credit Agreement as of the Effective Date, which purchase price shall be paid in immediately available funds on the Effective Date, and (B) the Borrower shall pay to the Departing Lender any amounts otherwise owing to the Departing Lender not payable by the Lenders pursuant to subclause (A) hereof. Such purchases and sales shall be arranged through the Administrative Agent and the Departing ▇▇▇▇▇▇ hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Upon the Effective Date and the payment of the Obligations owing to the Departing Lender, the Departing Lender shall cease to be a Lender under the Credit Agreement and the other Loan Documents and the Departing Lender shall have relinquished its rights (other than rights to indemnification and reimbursements referred to in the Credit Agreement which survive the repayment of the Obligations owed to the Departing Lender in accordance with its terms) and be released from its obligations under the Credit Agreement. The parties hereto agree that, except as provided for in the preceding sentence, all references in the Loan Documents to the Lenders or any Lender shall from and after the date hereof no longer include the Departing Lender and the Departing Lender shall have no obligations under the Credit Agreement and this Amendment other than those set out in this Section 4.1.
Departing Lender. The Departing Lender shall have received payment in full of all of the Obligations owing to it under the Credit Agreement (other than obligations to pay fees and expenses owing to it under the Credit Agreement with respect to which the Borrowers have not received an invoice, any Hedging Obligations, and contingent indemnity obligations and other contingent obligations owing to it under the Loan Documents).
Departing Lender. Upon the effectiveness of the amendment and restatement of the Existing Credit Agreement, Citizens Bank, N.A. shall no longer constitute a Bank hereunder or under any other Loan Document. All Obligations owing to it under or in connection with the Existing Credit Agreement shall be fully repaid by the Company on the date hereof. The approval or consent of Citizens Bank, N.A. shall not be required to give effect to the amendment and restatement of the Existing Credit Agreement. By executing its signature page hereto, Citizens Bank, N.A. agrees and acknowledges that it no longer constitutes a Bank after giving effect to the amendment and restatement of the Existing Credit Agreement.
Departing Lender. Upon the effectiveness of this Agreement and the payment to the Departing Lender of the Obligations due it, (a) the Departing Lender shall have no further Commitment hereunder and (b) the Departing Lender shall cease to have any rights or duties as Lender hereunder; provided, that the Departing Lender shall remain entitled to indemnities under the Existing Credit Agreement which by their terms survive the termination of the Existing Credit Agreement.
Departing Lender. The Departing Lender shall have consented to this Agreement and the reduction to $0 of its Commitment hereunder, such consent to be in form and substance satisfactory to the Agent.
Departing Lender. The Borrower shall have paid to the Administrative Agent, for the benefit of the Departing Lender, all accrued and unpaid interest and other fees (including, without limitation, any amounts required to be paid by the Borrower under Section 2.15 of the Credit Agreement) due and payable to the Departing Lender under the Credit Agreement and the other Loan Documents.
Departing Lender. (a) ▇▇▇▇▇ Fargo Bank, National Association (the “Departing Lender”) is entering into this Amendment solely to evidence its exit from the Credit Agreement. Upon the effectiveness hereof and the payment described in Section 4(b)(ii), the Departing Lender shall no longer (i) constitute a “Lender” for any purpose under the Loan Documents, (ii) be a party to the Credit Agreement and (iii) have any obligations under any of the Loan Documents, in each case, without further action required on the part of any Person; and
(b) Upon the effectiveness hereof: (i) the Departing Lender’s “Commitment” under the Credit Agreement shall be terminated, (ii) the Departing Lender shall have received payment in full in immediately available funds of all of its Loans, all interest thereon and all other amounts payable to it under the Credit Agreement, (iii) the Departing Lender shall not be a Lender under the Credit Agreement as evidenced by its execution and delivery of its signature page hereto (provided, however, that the Departing Lender shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement to the extent provided in the Credit Agreement) and (iv) the defined term “Lenders” in the Credit Agreement shall exclude the Departing Lender.
Departing Lender. 62 Article X THE AGENT...............................................................................................62
Departing Lender. 24 2.2. Required Payments; Termination Date............................................................ 24 2.2.1.
Departing Lender. ▇▇▇ ▇▇▇ Commercial Bank, Ltd. New York Agency shall not be a Lender party to the Credit Agreement upon the effectiveness of this Amendment (a “Departing Lender”). Concurrent with the effectiveness of this Amendment, the loans and other extensions of credit of the Departing Lender under the Credit Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), such Departing Lender’s commitments under the Credit Agreement shall be terminated and such Departing Lender shall not be a Lender under the Credit Agreement or the agreements, documents and instruments delivered together therewith.