Common use of Exiting Lenders Clause in Contracts

Exiting Lenders. Subject to the occurrence of the Restatement Effective Date, each of the Exiting Lenders hereby (a) consents to this Agreement as required under Section 10.01 of the Existing Credit Agreement solely with respect to and to the extent such consent is necessary to effect the provisions of Section 2(b) and this Section 16 and (b) acknowledges and agrees to Section 2(b) and Section 5 of this Agreement. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 2(b) of this Agreement, each Exiting Lender’s Committed Sum shall be $0, its Commitments to lend and all of its obligations under the Existing Credit Agreement shall be terminated and each of the Exiting Lenders shall cease to be a Lender for all purposes under the Loan Documents; provided, that, each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof. For the avoidance of doubt, in addition to the payments of principal, reallocations, adjustments and other actions contemplated under the Credit Agreement and this Section 16, the Borrower shall pay (or cause to be paid) all interest, fees and other charges owed to the Exiting Lenders under the Loan Documents as of the Restatement Effective Date, including without limitation in connection with the payment in full of the Committed Loans held by, and the termination in full of all Commitments of, such Exiting Lenders contemplated hereby.

Exiting Lenders. Subject to Simultaneously with the occurrence of the Restatement Effective Date, each of the Exiting Lenders hereby (a) consents to this Agreement as required under Section 10.01 amendment and restatement of the Existing Credit Agreement solely with respect on the Effective Date, Barclays Bank PLC and Mizuho Corporate Bank, Ltd. (the “Exiting Lenders”) shall have irrevocably sold and assigned ratably to Citibank, N.A. and to SunTrust Bank (the extent such consent is necessary to effect “Assignees”), and the provisions of Section 2(b) Assignees shall have irrevocably purchased and this Section 16 and (b) acknowledges and agrees to Section 2(b) and Section 5 of this Agreement. Each assumed from the Exiting Lenders, all of the parties hereto hereby agrees Exiting Lenders’ rights and confirms that after giving effect to Section 2(b) of this Agreement, each Exiting Lender’s Committed Sum shall be $0, its Commitments to lend and all of its obligations in their capacity as lenders under the Existing Credit Agreement and any other documents or instruments delivered pursuant thereto with respect to the Exiting Lenders’ Commitments and Loans owing to each such Exiting Lender. Such sales, assignments, purchases and assumptions shall have been effected by way of, and subject to the terms and conditions of, an Assignment and Assumption attached as Exhibit A to this Agreement without the payment of any related assignment fee, and, except for replacement Notes to be provided to the Assignees in the appropriate principal amounts (to the extent the Assignees request to receive such Notes), no other documents or instruments shall be, or shall be terminated required to be, executed in connection with such sales, assignments, purchases and each assumptions (all of the which are hereby waived). The Exiting Lenders and the Assignees shall cease make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to be a Lender for all purposes under the Loan Documents; provided, that, each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that any netting effected by the express terms of Administrative Agent) with respect to such sales, assignments, purchases and assumptions. The Exiting Lenders waive any notice required under the Existing Credit Agreement survive with respect to Persons who cease the extent that such notice relates to be Lenders the voluntary prepayments under the Loan Documents pursuant to the terms thereof. For the avoidance of doubt, in addition to the payments of principal, reallocations, adjustments and other actions contemplated under the Existing Credit Agreement and this Section 16, the Borrower shall pay (or cause to be paid) all interest, fees and other charges owed to the Exiting Lenders under the Loan Documents as of the Restatement Effective Date, including without limitation in connection with the payment in full of the Committed Loans held by, and the termination in full of all Commitments of, such Exiting Lenders contemplated hereby.

Exiting Lenders. Subject to On the occurrence applicable Exit Date, the aggregate unpaid principal amount of the Restatement Effective Loans made by each Exiting Lender under the Prior Credit Agreement and related Note issued to such Exiting Lender thereunder or, in the case of a Lender exiting after the Closing Date, each of the Exiting Lenders hereby (a) consents to under this Agreement as required under Section 10.01 and the Note issued hereunder to such Exiting Lender, together with all interest, fees provided for by the applicable sections of the Existing Credit Agreement solely with respect or the applicable provisions hereof, as applicable, and other amounts, if any, payable to and to the extent such consent is necessary to effect the provisions of Section 2(b) and this Section 16 and (b) acknowledges and agrees to Section 2(b) and Section 5 of this Agreement. Each Exiting Lender thereunder or hereunder as of the parties hereto hereby agrees and confirms that after giving effect Exit Date (as to Section 2(b) of this Agreement, each any Exiting Lender’s Committed Sum , its “Payoff Amount”), shall be $0repaid in full from the proceeds of Loans made by the Lenders and other funds provided by the Borrowers, its Commitments to lend and all the commitments of its obligations the Exiting Lenders under the Existing Credit Agreement or hereunder, as the case may be, shall be terminated and each of terminate. The Borrowers shall give the Exiting Lenders Agent notice pursuant to Section 2.03(a) with respect to such Loans. The Agent shall cease distribute to be a Lender for all purposes under the Loan Documents; provided, that, each Exiting Lender shall retain all rights by not later than 3:00 P.M. (including without limitation all indemnification rightsMinneapolis time) that on the Exit Date out of the proceeds of the Loans made for such purpose and from the other funds provided by the express terms of Borrowers, the amount required to pay such Exiting Lender’s Payoff Amount in full, whereupon: (a) such Exiting Lender shall no longer be a party to the Existing Credit Agreement survive or this Agreement, as the case may be (except to the extent provided in Section 10.16 thereof with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof. For the avoidance survival of doubtcertain provisions, which shall remain in addition to the payments of principal, reallocations, adjustments and other actions contemplated under the Credit Agreement and this Section 16, the Borrower shall pay (or cause to be paid) all interest, fees and other charges owed effect as to the Exiting Lenders under the Loan Documents as of the Restatement Effective Date, including without limitation in connection with the payment in full of the Committed Loans held by, Lenders); and the termination in full of all Commitments of, (b) such Exiting Lenders contemplated herebyshall not be deemed to be a “Lender” for any purpose hereunder.

Exiting Lenders. Subject to the occurrence receipt of funds necessary to pay in full all principal, interest, fees and other charges owing under the Restatement Effective DateExisting Credit Agreement to the Exiting Lenders, each of the Exiting Lenders hereby (a) consents to this Agreement as Amendment solely to the extent required under Section 10.01 in order to effect an amendment of the Existing Credit Agreement solely in accordance with respect to and to Section 11.2 of the extent such consent is necessary to effect the provisions of Section 2(b) and this Section 16 and (b) acknowledges and agrees to Section 2(b) and Section 5 of this Existing Credit Agreement. Each of the parties hereto hereby agrees and confirms that after receipt by each Exiting Lender of funds necessary to pay in full all principal, interest, fees and other charges then owing to such Exiting Lender under the Existing Credit Agreement and giving effect to Section 2(bthis Amendment, (i) each of this Agreementthe Exiting Lenders shall cease to have a Revolving Credit Commitment hereunder, (ii) each Exiting Lender’s Committed Sum shall be $0, its Commitments commitments to lend and all of its obligations under the Existing Credit Agreement shall be terminated terminated, and (iii) each of the Exiting Lenders shall cease to be a Lender for all purposes under the Loan Documents; provided, except for those provisions of the Loan Documents (including, without limitation, contingent reimbursement obligations and indemnity obligations) that, each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by their express terms, survive termination of this Amendment or such other Loan Document, as the express terms case may be. Each of the parties hereto hereby waives any provision of the Existing Credit Agreement survive that would otherwise require payments to Lenders to be made on a pro rata basis solely with respect to Persons who cease to be Lenders under the Loan Documents pursuant and to the terms thereof. For extent necessary to permit the avoidance of doubt, in addition to the payments of principal, reallocations, adjustments and other actions contemplated under the Credit Agreement and this Section 16, the Borrower shall pay (or cause to be paid) all interest, fees and other charges owed payment to the Exiting Lenders under the Loan Documents as of the Restatement Effective Date, including without limitation amounts specified in connection with the payment in full Section 5.04 of the Committed Loans held by, and the termination in full of all Commitments of, such Exiting Lenders contemplated herebythis Amendment.

Exiting Lenders. Subject to On the occurrence applicable Exit Date, the aggregate unpaid principal amount of the Restatement Effective Loans made by each Exiting Lender under the Prior Credit Agreement and related Note issued to such Exiting Lender thereunder or, in the case of a Lender exiting after the Closing Date, each of the Exiting Lenders hereby (a) consents to under this Agreement as required under Section 10.01 and the Note issued hereunder to such Exiting Lender, together with all interest, fees provided for by the applicable sections of the Existing Credit Agreement solely with respect or the applicable provisions hereof, as applicable, and other amounts, if any, payable to and to the extent such consent is necessary to effect the provisions of Section 2(b) and this Section 16 and (b) acknowledges and agrees to Section 2(b) and Section 5 of this Agreement. Each Exiting Lender thereunder or hereunder as of the parties hereto hereby agrees and confirms that after giving effect Exit Date (as to Section 2(b) of this Agreement, each any Exiting Lender’s Committed Sum , its "Payoff Amount"), shall be $0repaid in full from the proceeds of Loans made by the Lenders and other funds provided by the Borrowers, its Commitments to lend and all the commitments of its obligations the Exiting Lenders under the Existing Credit Agreement or hereunder, as the case may be, shall be terminated and each of terminate. The Borrowers shall give the Exiting Lenders Agent notice pursuant to Section 2.03(a) with respect to such Loans. The Agent shall cease distribute to be a Lender for all purposes under the Loan Documents; provided, that, each Exiting Lender shall retain all rights by not later than 3:00 P.M. (including without limitation all indemnification rightsMinneapolis time) that on the Exit Date out of the proceeds of the Loans made for such purpose and from the other funds provided by the express terms of Borrowers, the amount required to pay such Exiting Lender's Payoff Amount in full, whereupon: (a) such Exiting Lender shall no longer be a party to the Existing Credit Agreement survive or this Agreement, as the case may be (except to the extent provided in Section 10.16 thereof with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof. For the avoidance survival of doubtcertain provisions, which shall remain in addition to the payments of principal, reallocations, adjustments and other actions contemplated under the Credit Agreement and this Section 16, the Borrower shall pay (or cause to be paid) all interest, fees and other charges owed effect as to the Exiting Lenders under the Loan Documents as of the Restatement Effective Date, including without limitation in connection with the payment in full of the Committed Loans held by, Lenders); and the termination in full of all Commitments of, (b) such Exiting Lenders contemplated herebyshall not be deemed to be a "Lender" for any purpose hereunder.