Departing Lender Sample Clauses

Departing Lender. (a) Branch Banking and Trust Company (the “Departing Lender”) is entering into this Amendment solely to evidence its exit from the Credit Agreement and shall have absolutely no obligation hereunder. Upon the effectiveness hereof and the payment described in Section 2(b)(ii), each 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 hereunder 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 3.1, 3.2, 3.4, 3.5 and 9.6) and (iv) the defined term “Lenders” in the Credit Agreement shall exclude the Departing Lender.

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 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 hereunder which by their terms survive termination of this Agreement.

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 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. Effective as of the Amendment Effective Date, the Commitment of State Street Bank and Trust Company (“State Street”) shall terminate, and State Street shall exit the Credit Agreement and will no longer be a Lender thereunder. State Street is executing this Amendment solely in its capacity as an exiting Lender, and each of the parties to this Amendment agrees and acknowledges that upon the Amendment Effective Date, State Street’s Commitment shall terminate and State Street shall no longer be a Lender under the Credit Agreement.

Departing Lender. THE HUNTINGTON NATIONAL BANK, as successor by merger to TCF National Bank, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Its: Managing Director

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.