Exiting Lenders Sample Clauses
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Exiting Lenders. Each Exiting Lender hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under (and as defined in), and Advances outstanding under (and as defined in), the Existing Credit Agreement such that, after giving effect to this Agreement (a) such Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (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), and (b) the Commitment of each Lender shall be as set forth on Annex II hereto. The foregoing assignments, transfers and conveyances are without recourse to such Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under this Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9...
Exiting Lenders. Each of the entities executing this Amendment under the heading “Exiting Lenders”, each in its capacity as an existing Lender under the Credit Agreement (an “Exiting Lender”), is signing this Amendment for the sole purpose of amending the Credit Agreement and assigning its Commitments and outstanding Loans to the other Lenders party hereto. Upon giving effect to this Amendment, the outstanding Loans and Commitments of each Exiting Lender under the Credit Agreement shall be fully assigned at par to the other Lenders party hereto to the extent necessary such that after giving effect thereto, the Commitments (and related Loans) shall be held by the non-Exiting Lenders according to Schedule 2.01 hereto, provided that interest and fees that have accrued for the account of the Existing Lenders prior to the effectiveness of this Amendment will be paid to such Exiting Lenders, and each Exiting Lender shall cease to be a Lender under the Credit Agreement. The assignment effected by this Section shall be an assignment for all purposes of the Credit Agreement and be deemed to have been consummated in accordance with Section 11.06.
Exiting Lenders. On the Restatement Effective Date, the commitment of each lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding obligations owing to the Exiting Lenders will be repaid in full and each Exiting Lender will cease to be a Lender under the Existing Credit Agreement and will not be a Lender under this Agreement.
Exiting Lenders. Each entity executing this Agreement under the heading “Exiting Lender” on the signature pages hereto, in its capacity as a lender under the Existing Credit Agreement (each an “Exiting Lender”), is signing this Agreement for the sole purposes of amending and restating the Existing Credit Agreement and assigning its Revolving Commitments and outstanding Revolving Loans (each as defined under the Existing Credit Agreement) to the Lenders under this Agreement as described in the following sentence. Upon giving effect to this Agreement, (A) the outstanding Revolving Loans of each Exiting Lender under the Existing Credit Agreement shall be fully assigned at par to Lenders under this Agreement and the outstanding Revolving Commitments of each Exiting Lender under the Existing Credit Agreement shall be fully-assigned to Lenders under this Agreement so that, after giving effect to such assignments, the Lenders shall hold each class of the Revolving Loans and Revolving Commitments, in each case as set forth on Schedule 1.1A hereto, and (B) such Exiting Lender shall no longer be a party this Agreement. For the avoidance of doubt, after giving effect to this Agreement and all transactions contemplated hereunder, no Exiting Lender shall be a Lender under this Agreement or have any Commitment hereunder.
Exiting Lenders. On the Restatement Effective Date, the commitment of each lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding obligations owing to the Exiting Lenders will be repaid in full, the Original Notes, if any, held by each Exiting Lender shall be deemed to be cancelled (regardless of whether any Exiting Lender shall have delivered to the Borrower for cancellation any Original Note held by it) and each Exiting Lender will cease to be a Lender under the Existing Credit Agreement and will not be a Lender under this Agreement.
Exiting Lenders. On the Closing Date, the commitment of each lender that is a party to the Existing KWI Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding obligations owing to the Exiting Lenders will be repaid in full, the Original Note, if any, held by each Exiting Lender shall be deemed to be cancelled (regardless of whether any Exiting Lender shall have delivered to the Parent Borrower for cancellation the Original Note held by it) and each Exiting Lender will cease to be a Lender under the Existing KWI Credit Agreement and will not be a Lender under this Agreement. To the extent the Existing KWI Credit Agreement provides that certain terms survive the termination of the Existing KWI Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing KWI Credit Agreement for the benefit of the Exiting Lenders.
Exiting Lenders. On and as of the Amendment Effective Date, contemporaneous with repayment in full of each Exiting Lender’s Loans, plus all applicable accrued interest, fees and expenses, each such Exiting Lender shall cease to be a Lender, shall be released from its obligations as a Lender under the Credit Agreement and shall cease to be a party thereto, and the Credit Agreement shall have no further force and effect as to such Exiting Lender, other than such provisions that expressly survive termination of such Exiting Lender’s Commitment.
Exiting Lenders. The Commitments and outstanding Loans of ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co., MUFG Union Bank, N.A., Bank of the West, VIST Bank and Western Alliance Bank (each, an “Exiting Lender”) under the Credit Agreement are hereby assigned and reallocated among the other Lenders in the manner provided in Schedule 2.01 attached hereto. After giving effect to this Agreement, the Exiting Lenders shall no longer (i) have any Commitments or outstanding Loans under the Credit Agreement, (ii) be Lenders under the Credit Agreement or (iii) have any rights or obligations with respect to being a Lender, except for those that expressly survive termination of the Credit Agreement or termination of any Commitments thereunder. Each Exiting Lender joins in the execution of this Agreement solely for purposes of acknowledging and consenting to the assignment and reallocation of its Commitments and Loans under the Credit Agreement. Concurrently with the effectiveness of this Agreement, each Exiting Lender shall have received payment in full for all outstanding Obligations owing to it under the Credit Agreement. Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, all assignments and reallocations of Loans and Commitments pursuant to this Section 7 shall be deemed to be assignments made subject to and in compliance with Section 11.06 of the Credit Agreement (including, without limitation, the ‘Standard Terms and Conditions’ applicable to Assignments and Assumptions).
Exiting Lenders. Simultaneously with the amendment and restatement of the Existing Credit Agreement 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 SunTrust Bank (the “Assignees”), and the Assignees shall have irrevocably purchased and assumed from the Exiting Lenders, all of the Exiting Lenders’ rights and 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 required to be, executed in connection with such sales, assignments, purchases and assumptions (all of which are hereby waived). The Exiting Lenders and the Assignees shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such sales, assignments, purchases and assumptions. The Exiting Lenders waive any notice required under the Existing Credit Agreement to the extent that such notice relates to the voluntary prepayments under the Existing Credit Agreement contemplated hereby.
Exiting Lenders. On the applicable Exit Date, the aggregate unpaid principal amount of the Existing Warehousing Loans made by each Exiting Lender under the Existing Credit Agreement and related Note issued to such Exiting Lender thereunder or, in the case of Washington Mutual Bank, FA, formerly known as Bank United, under this Agreement and the Note issued hereunder to such Exiting Lender, together with all interest, facility fees provided for by Section 2.01(h) of the Existing Credit Agreement or, in the case of Washington Mutual Bank, FA, formerly known as Bank United, Section 2.01(h) hereof, and other amounts, if any, payable to such Exiting Lender thereunder or hereunder as of the Exit Date (as to any Exiting Lender, its "Payoff Amount"), shall be repaid in full from the proceeds of Warehousing Loans made by the Lenders and other funds provided by the Borrowers, and the commitments of the Exiting Lenders under the Existing Credit Agreement or hereunder, as the case may be, shall terminate. The Borrowers shall give the Agent notice pursuant to Section 2.01(c) with respect to such Existing Warehousing Loans. The Agent shall distribute to each Exiting Lender by not later than 3:00 P.M. (Minneapolis time) on the Exit Date out of the proceeds of the Warehousing Loans made for such purpose, 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 or this Agreement, as the case may be (except to the extent provided in Section 8.10 thereof with respect to the survival of certain provisions, which shall remain in effect as to the Exiting Lenders); and (b) such Exiting Lenders shall not be deemed to be a "Lender" for any purpose hereunder.