Common use of Amendment and Restatement; Departing Lenders Clause in Contracts

Amendment and Restatement; Departing Lenders. (a) The parties to this Agreement agree that, upon (a) the execution and delivery by each of the parties hereto of this Agreement and (b) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All Advances made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Advances and obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the Effective Date: (i) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, respectively, (ii) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (iii) all obligations with any Lender or any Affiliate of any Lender under the Existing Credit Agreement or the “Loan Documents” (as defined in the Existing Credit Agreement) which are outstanding on the Effective Date shall continue as obligations under this Agreement and the other Loan Documents (subject to clause (b) below), and (iv) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of outstanding Advances under the Existing Credit Agreement as are necessary to keep outstanding Revolving Advances ratable with the revised Ratable Share of the Lenders on the Effective Date. (b) Each Departing Lender desires and hereby agrees to assign all of its rights and obligations as a Lender under the Existing Credit Agreement to the other Lenders in accordance with this clause (b). Each of the Agent, the Lenders and the Borrower hereby consents to (i) the reallocation of the Commitments held by each Departing Lender under the Existing Credit Agreement to the other Lenders, and (ii) each Departing Lender’s assignment of its rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, in each case, as described below. On the Effective Date and after giving effect to such reallocation and assignment, the Commitment of each Departing Lender under the Existing Credit Agreement shall terminate and the Commitment of each Lender hereunder shall be as set forth on Schedule 1.01(a) attached hereto, and each Lender hereby consents to the Commitments set forth on Schedule 1.01(a) attached hereto. The reallocation of the aggregate Commitments hereunder among the Lenders, including the assignment by each Departing Lender of all of its respective rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit C to the Existing Credit Agreement as if the Lenders and each Departing Lender had executed an Assignment and Assumption with respect to such reallocation; provided that in connection with such reallocation, each Departing Lender shall receive on the Effective Date payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” (as defined in the Existing Credit Agreement)). The Departing Lenders shall not be Lenders hereunder, and for the avoidance of doubt, each Departing Lender is only a party to this Agreement with respect to this Section 8.20 and has no other rights or obligations under this Agreement.

Amendment and Restatement; Departing Lenders. (a) The parties to this Agreement Borrower, the Lenders and the Administrative Agent agree that, upon (ai) the execution and delivery of this Agreement by each of the parties hereto of this Agreement and (bii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 3.014.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novationnovation of the Existing Credit Agreement or the Indebtedness created thereunder. All Advances made The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Effective Date, automatically be deemed amended and obligations the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Advances Loans and obligations Facility LCs under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the Effective Date: (ib) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (ii) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (iiic) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any “Note” under the Existing Credit Agreement or shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement, (e) any obligations under the “Loan DocumentsFee Letters” (as defined in the Existing Credit Agreement) which shall be of no further force and effect and such Fee Letters are outstanding on hereby terminated, (f) each Departing Lender’s “Commitment” under the Effective Date Existing Credit Agreement shall continue as obligations be terminated and “Obligations” owing to it under this and in connection with the Existing Credit Agreement shall be repaid, and the other Loan Documents (subject to clause (b) below)each Departing Lender shall not be a Lender hereunder, and (ivg) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of outstanding Advances each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary to keep outstanding Revolving Advances ratable with the revised Ratable in order that each such Lender’s Outstanding Credit Exposure hereunder reflects such Lender’s Pro Rata Share of the Lenders on the Effective Date. (b) Each Departing Lender desires and hereby agrees to assign all of its rights and obligations as a Lender under the Existing Aggregate Outstanding Credit Agreement to the other Lenders in accordance with this clause (b). Each of the Agent, the Lenders and the Borrower hereby consents to (i) the reallocation of the Commitments held by each Departing Lender under the Existing Credit Agreement to the other Lenders, and (ii) each Departing Lender’s assignment of its rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, in each case, as described below. On the Effective Date and after giving effect to such reallocation and assignment, the Commitment of each Departing Lender under the Existing Credit Agreement shall terminate and the Commitment of each Lender hereunder shall be as set forth on Schedule 1.01(a) attached hereto, and each Lender hereby consents to the Commitments set forth on Schedule 1.01(a) attached hereto. The reallocation of the aggregate Commitments hereunder among the Lenders, including the assignment by each Departing Lender of all of its respective rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit C to the Existing Credit Agreement as if the Lenders and each Departing Lender had executed an Assignment and Assumption with respect to such reallocation; provided that in connection with such reallocation, each Departing Lender shall receive Exposure on the Effective Date payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it under the Existing Credit Agreement (and the other termination and repayment of “Loan DocumentsCommitments” (as defined in the Existing Credit Agreement) (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” (as defined in the Existing Credit Agreement)). The Departing Lenders shall not be Lenders hereunder, and for the avoidance of doubt, each Departing Lender is only a party to this Agreement with respect to this Section 8.20 and has no other rights or obligations under this Agreement.

Amendment and Restatement; Departing Lenders. (a) The parties to this Agreement Borrower, the Lenders and the Administrative Agent agree that, that upon (ai) the execution and delivery of this Agreement by each of the parties hereto of this Agreement and (bii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 3.014.01, the terms and provisions conditions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novationnovation of the Existing Credit Agreement or the indebtedness created thereunder. All Advances made and obligations Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Advances and obligations Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the Effective Date: (ib) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (ii) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (iiic) all obligations under the Existing Credit Agreement with any Lender or any Affiliate of any Lender under the Existing Credit Agreement or the “Loan Documents” (as defined in the Existing Credit Agreement) which are outstanding on the Effective Date shall continue as obligations Obligations under this Agreement and the other Loan Documents Documents, (subject d) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to clause such Lender under this Agreement, (be) below)each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and obligations owing to it under and in connection with the Existing Credit Agreement shall be repaid, and each Departing Lender shall not be a Lender hereunder, and (ivf) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of outstanding Advances each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary to keep in order that each such Lender’s outstanding Revolving Advances ratable with the revised Ratable Share Credit Exposure hereunder reflects such Lender’s pro rata share of the Lenders aggregate outstanding Credit Exposure on the Effective Date. Date (b) Each Departing Lender desires and hereby agrees to assign all the termination and repayment of its rights “Commitments” and obligations as a Lender under the Existing Credit Agreement to the other Lenders in accordance with this clause (bof Departing Lenders). Each of the Agent, the Lenders and the Borrower hereby consents agrees to (i) the reallocation of the Commitments held by each Departing Lender under the Existing Credit Agreement to the other Lenders, and (ii) each Departing Lender’s assignment of its rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, in each case, as described below. On the Effective Date and after giving effect to such reallocation and assignment, the Commitment of each Departing Lender under the Existing Credit Agreement shall terminate and the Commitment of compensate each Lender hereunder shall be as set forth on Schedule 1.01(a) attached hereto, for reasonable and each documented costs and out-of-pocket expenses incurred by such Lender hereby consents to the Commitments set forth on Schedule 1.01(a) attached hereto. The reallocation of the aggregate Commitments hereunder among the Lenders, including the assignment by each Departing Lender of all of its respective rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit C to the Existing Credit Agreement as if the Lenders and each Departing Lender had executed an Assignment and Assumption with respect to such reallocation; provided that in connection with such reallocation, each Departing Lender shall receive the sale and assignment of any Eurodollar Loans on the Effective Date payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees terms and all other amounts payable to it under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” (as defined manner set forth in the Existing Credit Agreement)). The Departing Lenders shall not be Lenders hereunder, and for the avoidance of doubt, each Departing Lender is only a party to this Agreement with respect to this Section 8.20 and has no other rights or obligations under this Agreement2.13 hereof.

Amendment and Restatement; Departing Lenders. (a) The parties to this Agreement Borrower, the Lenders and the Administrative Agent agree that, that upon (ai) the execution and delivery of this Agreement by each of the parties hereto of this Agreement and (bii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 3.014.01, the terms and provisions conditions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novationnovation of the Existing Credit Agreement or the indebtedness created thereunder. All Advances made and obligations Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Advances and obligations Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the Effective Date: (ib) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (ii) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (iiic) all obligations under the Existing Credit Agreement with any Lender or any Affiliate of any Lender under the Existing Credit Agreement or the “Loan Documents” (as defined in the Existing Credit Agreement) which are outstanding on the Effective Date shall continue as obligations Obligations under this Agreement and the other Loan Documents Documents, (subject d) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to clause such Lender under this Agreement, (be) below)each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and obligations owing to it under and in connection with the Existing Credit Agreement shall be repaid, and each Departing Lender shall not be a Lender hereunder, and (ivf) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of outstanding Advances each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary to keep in order that each such Xxxxxx’s outstanding Revolving Advances ratable with the revised Ratable Share Credit Exposure hereunder reflects such Xxxxxx’s pro rata share of the Lenders aggregate outstanding Credit Exposure on the Effective Date. Date (b) Each Departing Lender desires and hereby agrees to assign all the termination and repayment of its rights “Commitments” and obligations as a Lender under the Existing Credit Agreement to the other Lenders in accordance with this clause (bof Departing Lenders). Each of the Agent, the Lenders and the Borrower hereby consents agrees to (i) the reallocation of the Commitments held by each Departing Lender under the Existing Credit Agreement to the other Lenders, and (ii) each Departing Lender’s assignment of its rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, in each case, as described below. On the Effective Date and after giving effect to such reallocation and assignment, the Commitment of each Departing Lender under the Existing Credit Agreement shall terminate and the Commitment of compensate each Lender hereunder shall be as set forth on Schedule 1.01(a) attached hereto, for reasonable and each documented costs and out-of-pocket expenses incurred by such Lender hereby consents to the Commitments set forth on Schedule 1.01(a) attached hereto. The reallocation of the aggregate Commitments hereunder among the Lenders, including the assignment by each Departing Lender of all of its respective rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit C to the Existing Credit Agreement as if the Lenders and each Departing Lender had executed an Assignment and Assumption with respect to such reallocation; provided that in connection with such reallocation, each Departing Lender shall receive the sale and assignment of any “Eurodollar Loans” on the Effective Date payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees terms and all other amounts payable to it under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” (as defined manner set forth in the Existing Credit Agreement)). The Departing Lenders shall not be Lenders hereunder, and for the avoidance of doubt, each Departing Lender is only a party to this Agreement with respect to this Section 8.20 and has no other rights or obligations under this Agreement2.13 hereof.

Amendment and Restatement; Departing Lenders. (a) The parties to this Agreement agree that, upon (a) the execution and delivery by each of the parties hereto of this Agreement and (b) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All Advances made and obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Advances and obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the Effective Date: (i) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, respectively, (ii) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (iii) all obligations with any Lender or any Affiliate of any Lender under the Existing Credit Agreement or the “Loan Documents” (as defined in the Existing Credit Agreement) which are outstanding on the Effective Date shall continue as obligations under this Agreement and the other Loan Documents (subject to clause (b) below), and (iv) the Agent shall make such reallocations, sales, assignments or other relevant actions in respect of outstanding Advances under the Existing Credit Agreement as are necessary to keep outstanding Revolving Advances ratable with the revised Ratable Share of the Lenders on the Effective Date. (b) Each Departing Lender desires and hereby agrees to assign all of its rights and obligations as a Lender under the Existing Credit Agreement to the other Lenders in accordance with this clause (b). Each of the Agent, the Lenders and the Borrower hereby consents to (i) the reallocation of the Commitments held by each Departing Lender under the Existing Credit Agreement to the other Lenders, and (ii) each Departing Lender’s assignment of its rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, in each case, as described below. On the Effective Date and after giving effect to such reallocation and assignment, the Commitment of each Departing Lender under the Existing Credit Agreement shall terminate and the Commitment of each Lender hereunder shall be as set forth on Schedule 1.01(a) attached hereto, and each Lender hereby consents to the Commitments set forth on Schedule 1.01(a) attached hereto. The reallocation of the aggregate Commitments hereunder among the Lenders, including the assignment by each Departing Lender of all of its respective rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit C to the Existing Credit Agreement as if the Lenders and each Departing Lender had executed an Assignment and Assumption with respect to such reallocation; provided that in connection with such reallocation, each Departing Lender shall receive on the Effective Date payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” (as defined in the Existing Credit Agreement)). The Departing Lenders shall not be Lenders hereunder, and for the avoidance of doubt, each Departing Lender is only a party to this Agreement with respect to this Section 8.20 and has no other rights or obligations under this Agreement.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Amendment and Restatement; Departing Lenders. (a) The parties to this Agreement Borrower, the Lenders and the Administrative Agent agree that, upon (ai) the execution and delivery of this Agreement by each of the parties hereto of this Agreement and (bii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 3.014.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novationnovation of the Existing Credit Agreement or the Indebtedness created thereunder. All Advances made The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Effective Date, automatically be deemed amended and obligations the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Advances Loans and obligations Facility LCs under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the Effective Date: (ib) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (ii) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (iiic) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any “Note” under the Existing Credit Agreement or shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement, (e) any obligations under the “Loan DocumentsFee Letters” (as defined in the Existing Credit Agreement) which shall be of no further force and effect and such Fee Letters are outstanding on the Effective Date shall continue as obligations under this Agreement and the other Loan Documents (subject to clause (b) below)hereby terminated, and (ivf) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of outstanding Advances each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary to keep outstanding Revolving Advances ratable with the revised Ratable in order that each such Lender’s Outstanding Credit Exposure hereunder reflects such Xxxxxx’s Pro Rata Share of the Lenders Aggregate Outstanding Credit Exposure on the Effective Date. (b) Each Departing Lender desires , and the Borrower hereby agrees to assign all compensate each Lender for reasonable and documented costs and out-of-pocket expenses incurred by such Lender in connection with the sale and assignment of any Term SOFR Loans on the terms and in the manner set forth in Section 3.4 hereof. Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its rights sole discretion, in connection with the amendment and obligations as a Lender under restatement of the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the other Lenders in accordance with this clause (b). Each of the Agentand, the Lenders and the Borrower hereby consents to (i) the reallocation of the Commitments held by each Departing Lender under the Existing Credit Agreement to the other Lenders, and (ii) each Departing Lender’s assignment of its rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, in each case, as described below. On the Effective Date and after giving effect to such reallocation and assignment, the Commitment of each Departing Lender under the Existing Credit Agreement shall terminate and the Commitment of each Lender hereunder shall be as set forth on Schedule 1.01(a) attached hereto, and each Lender hereby consents to the Commitments set forth on Schedule 1.01(a) attached hereto. The reallocation of the aggregate Commitments hereunder among the Lenders, including the assignment by each Departing Lender of all of its respective rights, interests, liabilities and obligations under the Existing Credit Agreement to the other Lenders, shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit C to the Existing Credit Agreement as if the Lenders and each Departing Lender had executed an Assignment and Assumption with respect to such reallocation; provided that in connection with such reallocation, each Departing Lender shall receive on the Effective Date payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” (as defined in the Existing Credit Agreement)). The Departing Lenders shall not be Lenders hereunder, and for the avoidance of doubt, each Departing Lender is only a party to this Agreement such modifications may include the addition of Loan Parties and other changes that are otherwise permitted by the Administrative Agent’s authority under or with respect to such existing Loan Documents or are consistent with changes in provisions included in this Section 8.20 and has no other rights or obligations under this Agreement as compared to the provisions of the Existing Credit Agreement).