Exiting Lender Consents Clause Samples

The Exiting Lender Consents clause defines the requirements and procedures for obtaining approval from a lender who is leaving a lending arrangement, such as in a syndicated loan or refinancing scenario. Typically, this clause outlines the circumstances under which the exiting lender's consent is needed, the process for providing such consent, and any conditions that must be met before the lender can be released from its obligations. For example, it may require the exiting lender to confirm that all outstanding amounts have been paid or that a replacement lender has been approved. The core function of this clause is to ensure a smooth and orderly transition when a lender exits, preventing disputes and maintaining the integrity of the lending structure.
Exiting Lender Consents. Receipt by the Administrative Agent of executed counterparts of an exiting lender consent executed by a Responsible Officer of the Borrower, each Person that was a lender under the Existing Credit Agreement (immediately prior to giving effect to this Agreement) but is not a Lender under this Agreement, and the Administrative Agent, in form and substance satisfactory to the Administrative Agent.
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Exiting Lender Consents. By its execution of this Third Amendment, Credit Suisse AG, New York Branch (the “Exiting Lender”) hereby (a) consents to this Third Amendment in its capacity as a Lender under the Credit Agreement solely for purposes of Section 12.02 of the Credit Agreement, and (b) acknowledges and agrees to Section 2.2 of this Third Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 2.2 of this Third Amendment, including after giving effect to the repayment of all Loans and accrued and unpaid interest owing to the Exiting Lender, the Exiting Lender’s Commitment shall be $0.00, the Exiting Lender’s Commitments to lend and all other obligations of the Exiting Lender under the Credit Agreement shall be terminated, and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents. The parties hereto have caused this Third Amendment to be duly executed as of the day and year first above written. a Delaware limited liability company By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer as Administrative Agent, Issuing Bank and a Lender By: /s/ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Officer as a Lender and Issuing Bank By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director BANK OF AMERICA, N.A., as a Lender By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director as a Lender and Issuing Bank By: /s/ ▇▇▇▇ ▇▇▇ Name: ▇▇▇▇ ▇▇▇ Title: Vice President FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender and Issuing Bank By: /s/ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇ ▇▇▇ Title: Managing Director MIZUHO BANK, LTD., as a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory PNC BANK, NATIONAL ASSOCIATION, as a Lender and Issuing Bank By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President as a Lender and Issuing Bank By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Director COMERICA BANK, as a Lender By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President REGIONS BANK, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director CANADIAN IMPERIAL BANK OF COMME...
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Exiting Lender Consents. Subject to the receipt of funds necessary to pay in full all principal, interest, fees and other charges owed under the Prior Credit Agreement to OWM BIP Investor, LLC (the “Exiting Lender”), the Exiting Lender hereby consents to this Agreement as required under Section 10.5 of the Prior Credit Agreement. Each of the parties hereto hereby agrees and confirms that after receipt by the Exiting Lender of funds necessary to pay in full all principal, interest, fees and other charges owed to it under the Prior Credit Agreement and giving effect to Section 2.1 and Section 2.2 of this Agreement, the Exiting Lender shall cease to have a Commitment hereunder, its commitments to lend and all of its obligations under the Prior Credit Agreement shall be terminated and the Exiting Lender shall cease to be a Lender for all purposes under the Credit Documents.
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Exiting Lender Consents. By its execution of this Amendment, Deutsche Bank AG New York Branch (the “Exiting Lender”) hereby (a) consents to this Amendment in its capacity as a Lender and a L/C Issuer under the Credit Agreement solely for purposes of Section 10.1 of the Credit Agreement, and (b) acknowledges and agrees to this Section 11. Each of the parties hereto hereby agrees and confirms that after giving effect to this Amendment, the Exiting Lender’s Commitment shall be reduced to $0.00, the Exiting Lender’s Commitment to lend and all other obligations of the Exiting Lender under the Credit Agreement shall be terminated (other than any obligations that expressly survive the termination or departure of a Lender under the Loan Documents in accordance with their terms), and the Exiting Lender shall cease to be a Lender and a L/C Issuer for all purposes under the Loan Documents.
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Exiting Lender Consents. By its execution of this Eighth Amendment, Barclays Bank PLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. (each, an “Exiting Lender”, and collectively, the “Exiting Lenders”) each hereby (a) consents to this Eighth Amendment in its capacity as a Lender under the Credit Agreement solely for purposes of Section 12.02 of the Credit Agreement, and (b) acknowledges and agrees to Sections 4.4, 4.5 and 4.6 of this Eighth Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Sections 4.4, 4.5 and 4.6 of this Eighth Amendment, each Exiting Lender’s Commitment shall be $0.00, each Exiting Lender’s Commitments to lend and all other obligations of each Exiting Lender under the Credit Agreement shall be terminated, and each Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents.
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Exiting Lender Consents. By its execution of this Third Amendment, Citizens Business Capital (the “Exiting Lender”) hereby (a) consents to this Third Amendment in its capacity as a Foreign Lender and U.S. Lender under the Loan Agreement solely for purposes of Section 14.1.1 of the Loan Agreement, and (b) acknowledges and agrees to Section 1.14 of this Third Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 1.14 of this Third Amendment, the Exiting Lender’s Commitment shall be $0.00, the Exiting Lender’s Commitments to lend, all other obligations of the Exiting Lender under the Loan Agreement shall be terminated (other than any obligations that expressly survive the termination or departure of a Lender under the Loan Documents in accordance with their terms), and the Exiting Lender shall cease to be a Foreign Lender and U.S. Lender for all purposes under the Loan Documents.
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Exiting Lender Consents. By its execution of this Second Amendment, Toronto Dominion (Texas) LLC and BNP Paribas (each, an “Exiting Lender”, and collectively, the “Exiting Lenders”) each hereby (a) consents to this Second Amendment in its capacity as a Lender under the Credit Agreement solely for purposes of Section 9.03 of the Credit Agreement, and (b) acknowledges and agrees to Section 2.02 of this Second Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 2.02 of this Second Amendment, each Exiting Lender’s Commitment shall be $0.00, each Exiting Lender’s Commitments to lend, all other obligations of such Exiting Lender under the Credit Agreement shall be terminated, and each Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents.
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Related to Exiting Lender Consents

  • Lender Consent For purposes of determining compliance with the conditions specified in Section 3.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Agreement Effective Date specifying its objection thereto.

  • Consenting Lenders The undersigned Lender hereby irrevocably and unconditionally approves the Amendment and consents to the certain amendments set forth therein. CIFC Funding 2006-II, Ltd. as a Lender (type name of the legal entity) By: CIFC Asset Management LLC, its Collateral Manager By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory

  • Non-Consenting Lenders The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

  • Replacement of Non-Consenting Lender If, in connection with any proposed amendment, waiver or consent requiring (i) the consent of “each Lender” or “each Lender affected thereby,” or (ii) the consent of “two-thirds of the holders of the total Revolving Credit Exposures and unused Commitments”, the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower shall have the right, at its sole cost and expense, to replace each such Non-Consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.17(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

  • Additional Commitment Lenders The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.