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. 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 Departing Lender has agreed that it shall no longer constitute a Lender under the Credit Agreement on the Effective Date after giving effect to the Assignments, pursuant to the Assignments, this Amendment, and the Payoff described in this paragraph. Notwithstanding anything to the contrary in the Credit Agreement, on the Effective Date the Borrower shall pay (the “Payoff”) all of the outstanding Loans of the Departing Lender, together with accrued and unpaid interest and fees, which have not been assigned to the other Lenders pursuant to certain Assignments and Assumptions (the “Assignments”) executed and delivered by the Departing Lender, another Lender (or Lenders) and the Administrative Agent, effecting, as of and subject to the Effective Date, a sale and assignment by the Departing Lender, and purchase and assumption by such Lender or Lenders, of all of such Departing Lender’s rights, interests and commitments under the Credit Agreement. Upon the occurrence of the Effective Date and the effectiveness of the Assignments and the Payoff, the Departing Lender shall cease to be a Lender under the Credit Agreement, shall not have a Revolving Loan Commitment and shall have no further rights, duties or obligations under the Credit Agreement, except for such rights which expressly survive such Departing Lender’s assignment or prepayment in full (but subject to any waivers set forth in the Assignments). Prior to the Effective Date, the Departing Lender may, in its sole discretion, notify the Administrative Agent and the Borrower in writing that it no longer desires to be a Departing Lender, at which time it shall no longer thereupon be a Departing Lender for purposes of this Amendment.
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 contingent obligations owing to it under the Loan Documents).
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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 Bank of Tokyo-Mitsubishi UFJ, Ltd. (the “Departing Lender”) has agreed pursuant to a separate departing lender consent that it shall no longer constitute a Lender under the Credit Agreement as of the Second Amendment Effective Date. The Departing Lender shall not have a Commitment on and after the Second Amendment Effective Date. The Departing Lender shall cease to be a party to the Credit Agreement as of the Second Amendment Effective Date, with no rights, duties or obligations thereunder. The consent of a Departing Lender is not required to give effect to the changes contemplated by this Amendment. The Administrative Agent is hereby authorized to take such steps under the Credit Agreement as reasonably required to give effect to the departure of the Departing Lender, including, without limitation, reallocating outstanding obligations under the Credit Agreement among the remaining Lenders ratably based on their Commitments, and all amounts owing to the Departing Lender shall be paid by the Company, or as otherwise determined by the Administrative Agent in connection with such reallocation, to the Departing Lender as of the Second Amendment Effective Date. The Company and each Lender agrees with and consents to the foregoing.
