Common use of Departing Lenders Clause in Contracts

Departing Lenders. 4.1 Certain Lenders have agreed that they shall no longer constitute Lenders under the Credit 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 Effective Date. No Departing Lender shall have a Commitment on and after the Effective Date. Each Departing Lender shall cease to be a party to the Credit Agreement as of the Effective Date, with no rights, duties or obligations thereunder. 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 Lenders signatory hereto as of the Effective Date ratably based on their Commitments. All accrued and unpaid interest owing by the Borrower to each Departing Lender shall be paid to such Departing Lender as of the Effective Date. All other amounts owing to a Departing Lender shall be deemed paid by the Borrower to such Departing Lender as of the Effective Date. The consent of a Departing Lender is not required to give effect to the changes contemplated by this Amendment. The Borrower and each Lender agrees with and consents to the foregoing.

Departing Lenders. 4.1 Certain Lenders have agreed that they shall no longer constitute Lenders under the Credit Agreement as of the Effective Date 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 Effective Datedate hereof. No Departing Lender shall have a Commitment on and after the Effective Datedate hereof. Each Departing Lender shall cease to be a party to the Credit Agreement as of the Effective Datedate hereof, with and no Departing Lender shall have any rights, duties or obligations thereunder. All accrued and unpaid interest and other amounts, if any, due and owing to a Departing Lender under the Loan Documents (prior to the effectiveness of this Amendment) and of which the Borrower has been notified, other than outstanding Loans and L/C Obligations owed to or held by such 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. Each Departing Lender hereby assigns its Loans and L/C Obligations to the remaining Lenders as of the date hereof, and 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 signatory hereto as of the Effective Date ratably based on their Commitments. All accrued The Loan Parties agree with and unpaid interest owing by the Borrower to each Departing Lender shall be paid to such Departing Lender as of the Effective Date. All other amounts owing to a Departing Lender shall be deemed paid by the Borrower to such Departing Lender as of the Effective Date. The consent of a Departing Lender is not required to give effect to the changes contemplated by this Amendment. The Borrower foregoing assignments and each Lender agrees with and consents to authorization as described in the foregoingimmediately preceding sentence.

Departing Lenders. 4.1 Certain As set forth in Schedule 1.1(a) of Exhibit A hereto, certain Lenders have agreed that they shall no longer constitute Lenders under the Credit Agreement as of the Effective Date (each, a “Departing Lender”) after giving effect to the Assignments, pursuant to this Amendment and the Assignments and the Prepayment described in this paragraph. Notwithstanding anything to the contrary in the Credit Agreement, on the Effective Date the Borrower shall prepay (the “Prepayment”), on a non-pro rata basis, all of the outstanding Loans of such Departing Lender, together with accrued and unpaid interest and fees, which have not been assigned to other Lenders pursuant to an Assignment and Assumption (an “Assignment”) executed and delivered by the applicable Departing Lender, another Lender (or Lenders) and Agent, effecting, as of and subject to the Effective Date, an assignment by such Departing Lender, and purchase and assumption by such Lender or Lenders, of all or a portion of such Departing Lender’s rights, interests and commitments under the Credit Agreement. Each Lender that executes and delivers a signature page hereto that identifies it as a Departing Lender shall constitute a Departing Lender as Upon the occurrence of the Effective Date. No Departing Lender shall have a Commitment on Date and after the Effective Date. Each effectiveness of the Assignments and the Prepayment, each Departing Lender shall cease to be a party Lender under the Credit Agreement, no Departing Lender shall have a Revolving Loan Commitment (and the Aggregate Revolving Commitments shall be reduced by the amount of such Departing Lender’s Revolving Loan Commitments that have not been assigned pursuant to the Credit Agreement as of the Effective DateAssignments), with and no Departing Lender shall have any further rights, duties or obligations thereunder. 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 Agreement, except for such rights which expressly survive such Departing Lenders’ assignment or prepayment in full, including, including without limitation, reallocating outstanding obligations among the Lenders signatory hereto their rights to be indemnified and receive other protections as provided in Section 8.20(c) of the Effective Date ratably based on their CommitmentsCredit Agreement. All accrued and unpaid interest owing by the Borrower Prior to each Departing Lender shall be paid to such Departing Lender as of the Effective Date. All other amounts owing , any Departing Lender may, in its sole discretion, notify the 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 shall be deemed paid by the Borrower to such Departing Lender as for purposes of the Effective Date. The consent of a Departing Lender is not required to give effect to the changes contemplated by this Amendment. The Agent shall distribute to the Borrower and each Lender agrees with the Lenders a revised Schedule 1.1(a) on the Effective Date, giving effect to any Assignments, the Prepayment, and consents to the foregoingany such notification by Departing Lenders.

Departing Lenders. 4.1 Certain Lenders have agreed that they shall no longer constitute Lenders under the Credit Agreement as of the Amendment 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 Amendment Effective Date. No Departing Lender shall have a Commitment on and after the Amendment Effective Date. Each Departing Lender shall cease to be a party to the Credit Agreement as of the Amendment Effective Date, 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 Amendment Effective Date, subject to Section 6.8 below, and each Departing Lender shall thereupon return to Borrower all Notes heretofore received by it. 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 Lenders signatory hereto as of the Effective Date ratably based on their Commitments. All accrued and unpaid interest owing by the Borrower to each Departing Lender shall be paid to such Departing Lender as of the Effective Date. All other amounts owing to a Departing Lender shall be deemed paid by the Borrower to such Departing Lender as of the Effective Date. The consent of a Departing Lender is not required to give effect to the changes contemplated by this Amendment. The Borrower and each Lender agrees with and consents to the foregoing.

Departing Lenders. 4.1 Certain Lenders have agreed that they shall no longer constitute Lenders under the Credit Agreement as of the Effective Date 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 and, as of the Effective Datedate hereof, each applicable Departing Lender shall not be a Lender under the Amended Credit Agreement. No Departing Lender shall have a Commitment on and after the Effective Date. Each Departing Lender shall cease to be a party to the Credit Agreement as of the Effective Date, with no any rights, duties or obligations thereunderunder the Amended Credit Agreement. All amounts owing to a Departing Lender, including all accrued and unpaid interest and fees but excluding any outstanding Loans owed to such Departing Lender (which Loans shall be assigned and reallocated among the remaining Lenders as set forth below), 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 Third Amendment. Each Departing Lender hereby assigns its Loans to the remaining Lenders as of the date hereof, and the Administrative Agent is hereby authorized to take such steps under the Amended 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 signatory hereto as of the Effective Date ratably based on their Commitments. All accrued and unpaid interest owing by the Borrower to each Departing Lender shall be paid to such Departing Lender respective allocated Term Loan Exposure as of the Effective Date. All other amounts owing to a Departing Lender shall be deemed paid by the Borrower to such Departing Lender as of the Effective Date. The consent of a Departing Lender is not required to give effect set forth on Exhibit A to the changes contemplated by this AmendmentAmended Credit Agreement. The Borrower and each Lender agrees with and consents to the foregoing.. For the avoidance of doubt, the term “Lender” excludes the Departing Lenders (except to the extent of any claim made by a Departing Lender pursuant to Section 14.6 of the Credit Agreement in its capacity as a “Lender” under the Credit Agreement prior to such Lender becoming a Departing Lender. Without limiting the foregoing, the parties hereto (including, without limitation, each Departing Lender) hereby agree that the consent of any Departing Lender shall be limited to the acknowledgements and agreements set forth in this Section 8 and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Amended Credit Agreement or the Loan Documents. *******

Departing Lenders. 4.1 Certain Lenders have agreed that they shall no longer constitute Lenders under the Credit Existing Term Loan Agreement as of the Effective Date 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 and, as of the Effective Datedate hereof, each applicable Departing Lender shall not be a Lender under the Amended Term Loan Agreement. No Departing Lender shall have a Commitment on and after the Effective Date. Each Departing Lender shall cease to be a party to the Credit Agreement as of the Effective Date, with no any rights, duties or obligations thereunderunder the Amended Term Loan Agreement. All amounts owing to a Departing Lender, including all accrued and unpaid interest and fees but excluding any outstanding Loans owed to such Departing Lender (which Loans shall be assigned and reallocated among the remaining Lenders as set forth below), shall be paid by the Borrower to such Departing Lender concurrently with payment of such amounts to the other applicable Lenders. The consent of a Departing Lender is not required to give effect to the changes contemplated by this Amendment. Each Departing Lender hereby assigns its Loans to the remaining Lenders as of the date hereof, and the Administrative Agent is hereby authorized to take such steps under the Credit Amended Term Loan Agreement as reasonably required to give effect to the departure of the Departing Lenders, including, without limitation, reallocating outstanding obligations among the continuing Lenders signatory hereto as of the Effective Date ratably based on their Commitments. All accrued respective Pro Rata Share of the Loans as set forth on Schedule I to the Amended Term Loan Agreement, and unpaid interest owing by the Borrower to any related sales, assignments or other relevant actions in respect of each Departing Lender shall be paid to such Departing Lender as of the Effective Date. All other amounts owing to a Departing Lender shall be deemed paid by the Borrower to such Departing Lender as of the Effective Date. The consent of a Departing Lender is not required to give effect to the changes contemplated by this AmendmentLender’s existing Loans. The Borrower and each Lender agrees with and consents to the foregoing. For the avoidance of doubt, the term “Lender” excludes the Departing Lenders (except to the extent of any claim made by a Departing Lender pursuant to Sections 13.2. and 13.10. of the Amended Term Loan Agreement in its capacity as a “Lender” under the Existing Term Loan Agreement prior to such Lender becoming a Departing Lender). Without limiting the foregoing, the parties hereto (including, without limitation, each Departing Lender) hereby agree that the consent of any Departing Lender shall be limited to the acknowledgements and agreements set forth in this Section 10 and shall not be required as a condition to the effectiveness of any other amendments, restatements, supplements or modifications to the Amended Term Loan Agreement or the Loan Documents.

Departing Lenders. 4.1 Certain Lenders “Lenders” under the Existing Credit Agreement have agreed that they shall no longer constitute Lenders under the Credit 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 Effective Datedate hereof. No Departing Lender shall have a Commitment on and after the Effective Date. Each Departing Lender shall cease to be a party to the Credit this Agreement as of the Effective DateDate upon receipt of all amounts owing to it hereunder (including accrued and unpaid interest, with fees and expenses to date), and no Departing Lender shall have any rights, duties or obligations thereunderhereunder 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 the Credit 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 signatory hereto as of the Effective Date ratably based on their Commitments. All accrued and unpaid interest owing by the Borrower to each Departing Lender shall be paid to such Departing Lender as of the Effective Date. All other amounts owing to a Departing Lender shall be deemed paid by the Borrower to such Departing Lender as of the Effective Date. The consent of a Departing Lender is not required to give effect to the changes contemplated by this Amendment. The Borrower and each Lender agrees Borrowers agree with and consents consent to the foregoing.

Departing Lenders. 4.1 Certain Tranche A-1 Term Loan Lenders have agreed that they shall no longer constitute Tranche A-1 Term Loan Lenders or Lenders under the Existing Credit Agreement as of the Effective Date 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 and, as of the Effective Datedate hereof, each applicable Departing Lender shall not be a Lender or a Tranche A-1 Term Loan Lender under the Amended Credit Agreement. No Departing Lender shall have a Commitment on and after the Effective Date. Each Departing Lender shall cease to be a party to the Credit Agreement as of the Effective Date, with no any rights, duties or obligations thereunderunder the Amended Credit Agreement. All amounts owing to a Departing Lender, including all accrued and unpaid interest and fees but excluding any outstanding Tranche A-1 Term Loans owed to such Departing Lender (which Tranche A-1 Term Loans shall be assigned and reallocated among the remaining Tranche A-1 Term Loan Lenders as set forth below), shall be paid by the Borrower to such Departing Lender concurrently with payment of such amounts to the other applicable Lenders. The consent of a Departing Lender is not required to give effect to the changes contemplated by this Amendment. Each Departing Lender hereby assigns its Tranche A-1 Term Loans to the remaining Tranche A-1 Term Loan Lenders as of the date hereof, and the Administrative Agent is hereby authorized to take such steps under the Amended Credit Agreement as reasonably required to give effect to the departure of the Departing Lenders, including, without limitation, reallocating outstanding obligations among the Lenders signatory hereto as of the Effective Date ratably based on their Commitments. All accrued and unpaid interest owing by the Borrower to each Departing Lender shall be paid to such Departing Lender as of the Effective Date. All other amounts owing to a Departing Lender shall be deemed paid by the Borrower to such Departing Lender as of the Effective Date. The consent of a Departing Lender is not required to give effect to the changes contemplated by this Amendment. The Borrower and each Lender agrees with and consents to the foregoing.continuing Tranche X-

Departing Lenders. 4.1 Certain Lenders have agreed that they shall no longer constitute Lenders under the Credit Agreement as of the Effective Date 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 Effective Datedate hereof. No Departing Lender shall have a Revolving Loan Commitment on and after the Effective Datedate hereof. Each Departing Lender shall cease to be a party to the Credit Agreement as of the Effective Datedate hereof, with and no Departing Lender shall have any rights, duties or obligations thereunder. 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 Lenders signatory hereto as of the Effective Date ratably based on their Commitments. All accrued and unpaid interest owing by the Borrower to each Departing Lender shall be paid to such Departing Lender as of the Effective Date. All other amounts owing to a Departing Lender Lender, other than outstanding Loans and LC Obligations owed to or held by such Departing Lender, shall be deemed paid by the Borrower to such Departing Lender as of the Effective Datedate hereof. The consent of a Departing Lender is not required to give effect to the changes contemplated by this Amendment. Each Departing Lender hereby assigns its Loans and LC Obligations to the remaining Lenders as of the date hereof, and the Agent is hereby authorized to take such steps under the Credit Agreement as reasonably required to give effect to this Section 12, including, without limitation, reallocating outstanding Loans and LC Obligations among the Lenders (including the New Lender, as defined below) ratably based on their Revolving Loan Commitments. As of the date hereof, Deutsche Bank Trust Company Americas (“DBTCA”) shall be a Departing Lender, and, upon its execution of this Amendment, Deutsche Bank AG New York Branch (the “New Lender”) shall be deemed to be a Lender for all purposes of the Loan Documents, with such New Lender’s Revolving Loan Commitment to be as set forth on the Commitment Schedule attached to Annex A hereto (and for purposes of determining the New Lender’s fees under the Amendment Fee Letter, such New Lender’s Revolving Loan Commitment prior to the effective date hereof shall be deemed to be the same as the Revolving Loan Commitment of DBTCA prior to the effective date hereof). The Borrower and each Lender agrees Loan Parties agree with and consents consent to the foregoing. The remainder of this page is intentionally blank.

Departing Lenders. 4.1 Certain Lenders have agreed that they shall no longer constitute Lenders under the Credit 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 hereby agrees to sell and assign without representation, recourse, or warranty (except that such Departing Lender as represents it has authority to execute and deliver this Amendment and sell its Obligations contemplated hereby, which Obligations are owned by such Departing Lender free and clear of all Liens), and upon the Effective Date. No , (A) the Lenders (other than the Departing Lenders) hereby agree to purchase, 100% of such Departing Lender’s outstanding Obligations under the Loan 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 such Departing Lender shall have a Commitment on and after under the Effective Date. Each Departing Lender shall cease to be a party to the Credit Loan Agreement as of the Effective Date, which purchase price shall be paid in immediately available funds on the Effective Date, and (B) the Borrowers shall pay to such Departing Lender any amounts otherwise owing to such Departing Lender not payable by the Lenders pursuant to subclause (A) hereof. Such purchases and sales shall be arranged through the Agent and each Departing Xxxxxx hereby agrees to execute such further instruments and documents, if any, as the Agent may reasonably request in connection therewith. Upon the Effective Date and the payment of the Obligations owing to the Departing Lenders, the Departing Lenders shall cease to be a Lender under the Loan Agreement and the other Loan Documents and the Departing Lenders shall have relinquished their rights (other than rights to indemnification and reimbursements referred to in the Loan Agreement which survive the repayment of the Obligations owed to the Departing Lenders in accordance with no rights, duties or its terms) and be released from its obligations thereunderunder the Loan Agreement. The Administrative Agent is hereby authorized parties hereto agree that, except as provided for in the preceding sentence, all references in the Loan Documents to take such steps the Lenders or any Lender shall from and after the date hereof no longer include the Departing Lenders and the Departing Lenders shall have no obligations 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 Lenders signatory hereto as of the Effective Date ratably based on their Commitments. All accrued and unpaid interest owing by the Borrower to each Departing Lender shall be paid to such Departing Lender as of the Effective Date. All this Amendment other amounts owing to a Departing Lender shall be deemed paid by the Borrower to such Departing Lender as of the Effective Date. The consent of a Departing Lender is not required to give effect to the changes contemplated by than those set out in this Amendment. The Borrower and each Lender agrees with and consents to the foregoingSection 3.1.

Departing Lenders. 4.1 Certain In connection with this Agreement, (a) each Existing Lender that declines to consent to this Agreement (and thus constitutes a Non-Consenting Lender under the Existing Credit Agreement and a Departing Lender hereunder) shall be deemed, subject to the conditions set forth in Section 5 (including the receipt, on or prior to the Effective Date, of its principal of, and accrued but unpaid interest on, its Loans for the period through and including the Effective Date), to have assigned its Loans, which such assignment shall be deemed to be made among such Departing Lender and the applicable assignee Lenders have agreed that they with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumptions under the Existing Credit Agreement or otherwise and (b) each Lender and Departing Lender agrees to any adjustments to be made to the Register to effectuate such assignments. Notwithstanding anything to the contrary in Section 11.06 or Section 11.13 of the Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall no longer constitute be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Effective Date, the applicable Lenders and Departing Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, and the Administrative Agent may make such adjustments between and among the Departing Lenders and the applicable Lenders as are reasonably necessary with respect to all such assignments. In connection with each assignment under this Paragraph 6, the Borrower agrees to pay, upon demand of any Departing Lender, any additional amounts required pursuant to Section 3.05 of the Credit Agreement as if such assignment constituted a prepayment of the Effective Date (each, a “Loans of any 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 Effective Date. No Departing Lender shall have a Commitment on and after the Effective Date. Each Departing Lender shall cease to be a party to the Credit Agreement as of the Effective Date, with no rights, duties or obligations thereunder. 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 Lenders signatory hereto as of the Effective Date ratably based on their Commitments. All accrued and unpaid interest owing by the Borrower to each Departing Lender shall be paid to such Departing Lender as of the Effective Date. All other amounts owing to a Departing Lender shall be deemed paid by the Borrower to such Departing Lender as of the Effective Date. The consent of a Departing Lender is not required to give effect to the changes contemplated by this Amendment. The Borrower and each Lender agrees with and consents to the foregoing.99696734_3