Departing Lenders. 14.6.1 If a Lender: (i) is a Defaulting Lender; (ii) seeks compensation under Section 12.1 or any payments under Section 12.2; (iii) refuses to give timely consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 13.9.3, requires consent of all the Lenders, or all the Revolving Lenders or Term Lenders, as applicable (and the consent of the Required Lenders or the requisite number of Revolving Lenders or Term Lenders, as applicable, has been given with respect thereto) (a “Non-Consenting Lender”); (iv) invokes Section 12.3, which continues for at least thirty (30) days, unless all Lenders are invoking the same or (v) in the determination of AGCO or other applicable Governmental Authority has been found to be unsuitable as a financing party for any required license, consent, qualification or finding of suitability applicable to the Borrower’s registration under applicable Gaming Laws (collectively, the “Departing Lenders”), then the Borrower may:
14.6.1.1 replace the Departing Lender with an Assignee proposed by the Borrower to replace any Departing Lender in accordance with this Agreement (a “Replacement Lender”) acceptable to the Administrative Agent and (in the case of a Departing Lender who is a Revolving Lender) the Issuing Lender and the Swingline Lender, each acting reasonably, who purchases at par the aggregate principal amount of the Advances owing to the Departing Lender and assumes the Departing Lender’s Commitment and all other obligations of the Departing Lender hereunder, provided that prior to or concurrently with such replacement:
(a) the Departing Lender shall have received payment in full of all principal, interest, fees and other amounts through such date of replacement (including the provision of funds as required pursuant to Section 2.9 in respect of outstanding Bankers’ Acceptances accepted by such Departing Lender and any amounts required to indemnify the Departing Lender for any additional cost, reduction, payment, foregone interest or other return requested pursuant to Section 12.1) and a release from any further obligations to make Advances hereunder after the date of such replacement;
(b) the assignment fee required to be paid pursuant to Section 14.3 shall have been paid by the Borrower to the Administrative Agent;
(c) all of the requirements for such assignment contained in Section 14.3 shall have been satisfied;
(d) such replacement does not conflict with any Applicable Law; and
(e) in the case...
Departing Lenders. Each Departing Lender shall have received payment in full of all of its outstanding “Obligations” owing under the Existing Credit Agreement (other than obligations to pay contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement).
Departing Lenders. The parties hereto hereby acknowledge and agree that:
(a) Each of RBS Citizens, N.A. and Fifth Third Bank (each, a “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 3(b)(ii) below, each Departing Lender shall no longer (i) constitute a “Lender” for all purposes 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) each Departing Lender’s “Commitment” under the Credit Agreement shall be terminated, (ii) each Departing Lender shall have received payment in full, in immediately available funds, of all of such Departing Lender’s Loans, all interest thereon and all other amounts payable to such Departing Lender under the Credit Agreement, which such amount with respect to each such Departing Lender shall be invoiced three (3) Business Days prior to the Amendment No. 2 Effective Date, (iii) each Departing Lender shall not be a Lender under the Credit Agreement and (iv) the defined term “Lenders” in the Credit Agreement shall exclude the Departing Lenders.
Departing Lenders. Certain “Lenders” under the Existing Credit Agreement have agreed that they shall no longer constitute Lenders under this Agreement as of the Effective Date (each, a “Departing Lender”). Each Lender that executes and delivers a signature page hereto that identifies it as a Departing Lender shall constitute a Departing Lender as of the date hereof. No Departing Lender shall have a Commitment on and after the Effective Date. Each Departing Lender shall cease to be a party to this Agreement as of the Effective Date upon receipt of all amounts owing to it hereunder (including accrued and unpaid interest, fees and expenses to date), and no Departing Lender shall have any rights, duties or obligations hereunder other than rights to indemnification which by their terms survive termination hereof. Subject to the remainder hereof, all amounts owing to a Departing Lender shall be paid by the applicable Borrower to such Departing Lender as of the date hereof. The consent of a Departing Lender is not required to give effect to the changes contemplated by this amendment and restatement. Each Departing Lender hereby assigns its “Loans” and “Commitments” to the remaining Lenders as of the date hereof without recourse, representation or warranty, and the Administrative Agent is hereby authorized to take such steps under this Agreement as reasonably required to give effect to the departure of the Departing Lenders, including, without limitation, reallocating outstanding revolving obligations among the remaining Lenders ratably based on their Commitments. The Borrowers agree with and consent to the foregoing.
Departing Lenders. Certain Lenders have agreed that they shall no longer constitute Lenders under the Credit Agreement as of the date hereof (each, a “Departing Lender”). Each Lender that executes and delivers a signature page hereto that identifies it as a Departing Lender shall constitute a Departing Lender as of the date hereof. No Departing Lender shall have a Commitment on and after the date hereof. Each Departing Lender shall cease to be a party to the Credit Agreement as of the date hereof, with no rights, duties or obligations thereunder. All amounts owing to a Departing Lender shall be paid by the Borrower to such Departing Lender as of the date hereof. 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 Lenders, including, without limitation, reallocating outstanding obligations among the remaining Lenders ratably based on their Commitments.
Departing Lenders. Upon the effectiveness of this Agreement and the payment to each Departing Lender of the "Obligations" due it under the Prior Credit Agreement, (a) the Departing Lenders shall have no further Commitment hereunder and (b) the Departing Lenders shall cease to have any rights or duties as Lenders hereunder; provided, that the Departing Lenders shall remain entitled to indemnities hereunder which by their terms survive termination of this Agreement.
Departing Lenders. As used herein, the term “Departing Lender” means any Lender as defined in the Existing Credit Agreement that has a Commitment under (and as defined in) the Existing Credit Agreement but does not have a Commitment listed on Schedule 2.01 attached hereto. Each of the parties hereto agrees and confirms that after giving effect to this Amendment, from and after the Fourth Amendment Effective Date each Departing Lender’s Commitment shall be $0, its Commitment to make Loans, to purchase participations in L/C Obligations, to purchase participations in Swing Line Loans and to issue Letters of Credit and all other obligations of each Departing Lender as a Lender and an L/C Issuer under the Existing Credit Agreement shall be terminated, and each Departing Lender shall cease to be a Lender and an L/C Issuer for all purposes under the Loan Documents (other than in respect of any terms and conditions of the Existing Credit Agreement (including, without limitation, Section 10.04 or Section 10.13 thereof), which by their terms survive any cancellation of commitments, repayment in full of any Obligations or the termination of any Loan Document).
Departing Lenders. By its execution of this Amendment, each of the parties signatory hereto acknowledges and agrees that, upon the occurrence of the Effective Date, (a) each Departing Lender shall cease to be a Lender under the Credit Agreement and (b) each Departing Lender shall have no further rights or obligations as a Lender under the Credit Agreement, except to the extent of rights and obligations that survive a Lender’s assignment of its commitments pursuant to Section 11.5 of the Credit Agreement. Each Departing Lender is a party to this Amendment solely for the purpose of evidencing its agreement to Section 2(a), Section 3(b), and this Section 8. 9.
Departing Lenders. By its execution of this Amendment, each of the parties signatory hereto acknowledges and agrees that, upon the occurrence of the Amendment Effective Date, (a) the Commitment of each Departing Lender under the Existing Credit Agreement shall terminate, (b) Borrower shall repay the Loans and all other outstanding Obligations owed to such Departing Lender, (c) each Departing Lender shall not be a Lender under the Amended Credit Agreement and (d) each Departing Lender shall have no further rights or obligations as a Lender under the Amended Credit Agreement, except to the extent of rights and obligations that survive the termination of such Departing Lender’s Commitment and repayment in full of all Loans and all other outstanding Obligations owed to such Departing Lender pursuant to the Existing Credit Agreement. Each Departing Lender is a party to this Amendment solely for the purpose of evidencing its agreement to this Section 4.
Departing Lenders. By signing below, subject to payment in full of all outstanding Loans, interest accrued thereon and fees owed to each of Wxxxx Fargo Bank, National Association and Mercantil CommerceBank, NA (the “Departing Lenders”) under the Credit Agreement on the Twelfth Amendment Effective Date, each Departing Lender acknowledges that it will cease to be a Lender under the Credit Agreement and all of its rights thereunder and under the Loan Documents shall be terminated. In consideration of the Departing Lenders’ consent to the this Amendment, the Borrower acknowledges and agrees that the representations and warranties (as of the dates made and deemed made) and the indemnities of the Borrower set forth in the Credit Agreement and the Loan Documents to or for the benefit of the Departing Lenders shall, in each case, survive the execution and delivery of this Amendment and the Borrower, Issuing Bank, the Swingline Lender and the Agent agree that the Departing Lenders shall have no obligations under or with respect to the Credit Agreement as amended by this Amendment. This Twelfth Amendment to the Revolving Credit Agreement is executed and delivered on the Effective Date. COMERICA BANK, as, Administrative Agent, Co-Lead Arranger, Joint Book Runner, Collateral Agent, and a Lender By: /s/ Mxxxxxx X. Xxxxxxx Mxxxxxx X. Xxxxxxx Its: Vice President COMPASS BANK, as Documentation Agent, Co- Lead Arranger, Joint Book Runner, and a Lender By: /s/ Fxxxx Xxxxxxxx Fxxxx Xxxxxxxx Its: Vice President REGIONS BANK, as Syndication Agent, and a Lender By: /s/ Wxxxxxx Xxxxx Wxxxxxx Xxxxx Its: Vice President COMPASS BANK, as successor in interest to Guaranty Bank, as a Lender By: /s/ Fxxxx Xxxxxxxx Fxxxx Xxxxxxxx Its: Vice President BANK OF TEXAS, N.A., as a Lender By: /s/ Jxxxxx Xxxxxxx Jxxxxx Xxxxxxx Its: Vice President ALLIED IRISH BANKS, plc, as a Lender By: /s/ Dxxxx Xxxxx Dxxxx Xxxxx Its: Assistant Vice President By: /s/ Eanna P. Mulkere Eanna P. Mulkere Its: Assistant Vice President UNION BANK, N.A., as a Lender By: /s/ Sxxxxxx X. Xxxxx Sxxxxxx X. Xxxxx Its: Vice President CoBANK, ACB, as a Lender By: /s/ Bxxxx Xxxxx Bxxxx Xxxxx Its: Vice President BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Cxxx Xxxxx Cxxx Xxxxx Its: Senior Vice President WXXXXXX BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Sxxxxxx X. Xxxxxxxx Sxxxxxx X. Xxxxxxxx Its: Senior Vice President MERCANTIL COMMERCEBANK, NA, as a Departing Lender By: /s/ Bxxxx Xxxxxx Bxxxx Xxxxxx Its: Vice President By: /s/ M...
