Common use of Exiting Lenders Clause in Contracts

Exiting Lenders. Immediately prior to the Closing Date, there were $159,000,000 of revolving loans outstanding and no letters of credit outstanding under the Existing Agreement. The Borrowers and Lenders hereby consent to the repayment in full of the Obligations (as defined in the Existing Agreement) owing to the Exiting Lenders and the termination of the commitments of the Exiting Lenders under the Existing Agreement with the proceeds of the Term Loan Debt received by the Agent on the Closing Date. After repayment of the Obligations owing to the Exiting Lenders as contemplated by the immediately preceding sentence, the Agent is authorized to apply the remaining net cash proceeds of the Term Loan Debt on a non-pro rata basis so that after giving effect to such prepayment each Lender holds its Applicable Percentage of the outstanding Revolving Loans. The prepayments contemplated by this Section 2.1(c) shall be accompanied by all interest on the revolving loans under the Existing Agreement accrued through the Closing Date, any fees under the Existing Agreement through the Closing Date and any Breakage Fees payable to any Exiting Lender or any Lender. On the Closing Date, each Lender will automatically and without further act be deemed to have assumed participations hereunder in the outstanding LC Exposure issued under the Existing Agreement such that, after giving effect to each such deemed assumption of participations, each Lender holds a participation interest in the outstanding LC Exposure in an amount equal to its Applicable Percentage. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this Section 2.1(c).

Exiting Lenders. Immediately prior to the Closing Date, there were $159,000,000 of revolving loans outstanding and no letters of credit outstanding under each Exiting Lender has the Existing Agreement. The Borrowers and Lenders hereby consent to the repayment in full commitments set forth on Schedule 1.1 of the Obligations Prior Agreement (as defined in the Existing Agreement) owing to the Exiting Lenders and the termination of the commitments of the Exiting Lenders under the Existing Agreement with the proceeds of the Term Loan Debt received by the Agent on the Closing Date. After repayment of the Obligations owing to the Exiting Lenders as contemplated by the immediately preceding sentence, the Agent is authorized to apply the remaining net cash proceeds of the Term Loan Debt on a non-pro rata basis so that after giving effect to such prepayment each Lender holds its Applicable Percentage of the outstanding Revolving Loans. The prepayments contemplated by this Section 2.1(c) shall be accompanied by all interest on the revolving loans under the Existing Agreement accrued through the Closing Date, any fees under the Existing Agreement through the Closing Date and any Breakage Fees payable to any “Exiting Lender or any LenderCommitments”). On the Closing Date, each Exiting Lender (if any) will automatically and without further act be deemed to have assumed participations hereunder receive payment in the outstanding LC Exposure issued under the Existing Agreement such that, after giving effect to each such deemed assumption of participations, each Lender holds a participation interest in the outstanding LC Exposure cash in an amount equal to the sum of (i) the aggregate outstanding principal amount of such Exiting Lender’s Prior Loans, (ii) all accrued and unpaid interest thereon, and (iii) any and all other Obligations (as defined in the Prior Loan Agreement) due and owing to such Exiting Lender under the Prior Agreement on the Closing Date (excluding any contingent indemnification or expense reimbursement obligations or which no claim has been asserted) (with respect to each Exiting Lender, collectively, its Applicable Percentage“Payoff Amount”). The Each Exiting Lender represents and warrants to the Agent and the Lenders hereby agree Borrowers that its (i) final Payoff Amount as of the minimum borrowingClosing Date is as set forth on Schedule 1.1 attached hereto under the heading “Payoff Amounts” and (ii) the Payoff Amount should be sent to it using its wire transfer instructions currently on file with the Agent. Upon receipt by each Exiting Lender of its Payoff Amount, pro rata borrowing its Exiting Lender Commitments and pro rata payment requirements contained elsewhere in this Agreement all of its Prior Loans shall not apply immediately and automatically terminate and be of no further force and effect, each Exiting Lender shall have no further obligation to make Prior Loans or otherwise extend credit to the transactions effected pursuant Borrowers under the Prior Agreement, and each Exiting Lender shall cease to this Section 2.1(c)be a “Lender” under the Loan Documents. A wire confirmation and federal reference number shall be conclusive evidence that each Exiting Lender has received its respective Payoff Amount, absent manifest error.

Exiting Lenders. Immediately The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Commitments and to, among other things, add each institution party hereto as a Lender that was not a Lender immediately prior to the Closing Date, there were $159,000,000 of revolving loans outstanding and no letters of credit outstanding Date as “Lenders” under the Existing Credit Agreement (each a “New Lender”) and UBS AG, Stamford Branch, Xxxxxxx Xxxxx Bank USA, Comerica Bank, and Capital One, National Association (each an “Exiting Lender”) have each decided to exit the Credit Agreement. The Borrowers Administrative Agent and Lenders the Borrower hereby consent to such reallocation and the repayment in full Lenders’ and Exiting Lenders’ assignments of the Obligations (as defined in the Existing Agreement) owing their Commitments, including assignments to the Exiting Lenders and the termination of the commitments of the Exiting Lenders under the Existing Agreement with the proceeds of the Term Loan Debt received by the Agent on New Lenders. On the Closing Date. After repayment of the Obligations owing to the Exiting Lenders as contemplated by the immediately preceding sentence, the Agent is authorized to apply the remaining net cash proceeds of the Term Loan Debt on a non-pro rata basis so that Date and after giving effect to such prepayment reallocations, the Commitment of each Lender holds its Applicable Percentage of the outstanding Revolving Loans. The prepayments contemplated by this Section 2.1(c) shall be accompanied by all interest as set forth on Schedule A to the revolving loans under Credit Agreement which supersedes and replaces any prior Schedule A to the Existing Agreement accrued through the Closing Date, any fees under the Existing Agreement through the Closing Date and any Breakage Fees payable Credit Agreement. With respect to any Exiting Lender or any Lender. On the Closing Datesuch reallocation, each Lender will automatically and without further act shall be deemed to have assumed participations hereunder in acquired the outstanding LC Exposure issued under Commitment allocated to it from each of the Existing other Lenders and the Exiting Lenders pursuant to the terms of the Assignment Agreement such that, after giving effect attached as Exhibit F to the Credit Agreement as if each such deemed assumption Lender and Exiting Lenders had executed an Assignment Agreement with respect to such allocation. In connection with this assignment and for purposes of participationsthis assignment only, each Lender holds a participation interest in the outstanding LC Exposure in an amount equal to its Applicable Percentage. The Lenders, the New Lenders, the Exiting Lenders, the Administrative Agent and the Lenders hereby agree that Borrower waive the minimum borrowing, pro rata borrowing processing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to recordation fee under Section 12.3(c) of the transactions effected pursuant to this Section 2.1(c)Credit Agreement.

Exiting Lenders. Immediately prior Capital One, N.A., as a “Lender” under the Ninth Amended and Restated Agreement (the “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Closing DateLenders hereto, there were $159,000,000 and each of revolving the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding and no letters of credit outstanding under the Existing Agreement. The Borrowers and Lenders hereby consent to the repayment in full of the Obligations (as defined in the Existing Agreement) owing to the Exiting Lenders and the termination of the commitments of the Exiting Lenders under the Existing Agreement with the proceeds of the Term Loan Debt received by the Agent on the Closing Date. After repayment of the Obligations owing to the Exiting Lenders as contemplated by the immediately preceding sentenceunder, the Agent is authorized to apply the remaining net cash proceeds of the Term Loan Debt on a non-pro rata basis so that after giving effect to such prepayment each Lender holds its Applicable Percentage of the outstanding Revolving Loans. The prepayments contemplated by this Section 2.1(c) shall be accompanied by all interest on the revolving loans under the Existing Agreement accrued through the Closing Date, any fees under the Existing Agreement through the Closing Date Ninth Amended and any Breakage Fees payable to any Exiting Lender or any Lender. On the Closing Date, each Lender will automatically and without further act be deemed to have assumed participations hereunder in the outstanding LC Exposure issued under the Existing Restated Agreement such that, after giving effect to each such deemed assumption of participationsthis Agreement (a) the Exiting Lender shall (i) be paid in full for all amounts owing under the Prior Agreement as agreed and calculated by the Exiting Lender and the Agent in accordance with the Ninth Amended and Restated Agreement, each Lender holds (ii) cease to be a participation interest in “Lender” under the outstanding LC Exposure in an amount equal to its Applicable PercentageNinth Amended and Restated (a) hereto. The Agent foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank or the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Lenders hereby agree that Agent shall make all appropriate adjustments in payments under the minimum borrowingNinth Amended and Restated Agreement, pro rata borrowing the “Notes” and pro rata payment requirements contained elsewhere in the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement shall not apply to for the transactions effected pursuant sole purpose of evidencing its agreement to this Section 2.1(c)13.17 only and for no other purpose.