Common use of Termination of Departing Committed Purchaser and Departing Managing Agent Clause in Contracts

Termination of Departing Committed Purchaser and Departing Managing Agent. 1.1. On the date hereof, the Seller shall remit to the Departing Managing Agent, by wire transfer of immediately available funds to such account as may be specified by the Departing Managing Agent, in the amount set forth in the final invoice dated as of May 15, 2013 and delivered by the Departing Managing Agent to the Seller on May 14, 2013 (such amount, the “Termination Amount”) in payment of all accrued and unpaid Obligations owing to the Departing Committed Purchaser and the Departing Managing Agent as of the date hereof. 1.2. Upon receipt of the Termination Amount, each of the Departing Committed Purchaser and the Departing Managing Agent shall relinquish its respective rights and be released from its obligations under the Agreement and cease to be a party thereto (except for those rights and obligations which by the express terms of the Agreement or the other Transaction Documents would survive the termination thereof). 1.3. Each of the Departing Committed Purchaser and the Departing Managing Agent acknowledges and agrees that notwithstanding the terms of that certain Tenth Amended and Restated Fee Letter, dated as of May 18, 2011 (the “Existing Fee Letter”), by and among the Borrower, the Departing Managing Agent and the other Managing Agents party thereto, the consent of the Departing Managing Agent shall not be required in order to amend, restate, supplement or otherwise modify, or waive any provision of or provide any consent under, the Existing Fee Letter.