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. (signature pages follow)
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. 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 Xxxxxx 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. 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. (a) Xxxxx 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
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. The undersigned Departing Lender hereby consents to the amendment and restatement of the Original Credit Agreement and agrees to be bound by Section 10.18 of this Agreement.
Departing Lender. The parties hereto confirm that Deutsche Bank A.G., New York and/or Cayman Island Branch (the "Departing Lender") hereby ceases to be a Lender under the Credit Agreement and has no further obligations under the Credit Agreement. The parties hereto agree that the Departing Lender is a signatory to this agreement solely for the purpose of giving effect to this Section 2.07.
Departing Lender. Upon the effectiveness of this Amendment, (a) the Commitment of Regions Bank (the “Departing Lender”) under the Credit Agreement shall be terminated and (b) the Departing Lender shall no longer be a Lender under the Credit Agreement.
Departing Lender. The parties hereto acknowledge and agree that Xxxxx Fargo Bank, National Association (the "Departing Lender") will not continue as a Lender under the Amended Credit Agreement after the Fifth Amendment Effective Date and the Administrative Agent is authorized to make all payments due to the Departing Lender as if such Departing Lender were a Lender being replaced under Section 11.13 of the Existing Credit Agreement.
