Exiting Lenders. Amarillo National Bank, MassMutual Asset Finance LLC and KeyBank National Association, as a “Lender” under the Eleventh Amended and Restated Agreement (the “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 loans outstanding under, the Eleventh Amended and Restated Agreement such that, after giving effect to this Agreement (a) the Exiting Lender shall (i) be paid in full for all amounts owing under the Prior Agreements as agreed and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Amended and Restated Agreement, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) hereto. The 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 Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 only and for no other purpose.
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 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. 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, 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 Commitments.
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 applicable Exit Date, the aggregate unpaid principal amount of the 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, under this Agreement 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 or the applicable provisions hereof, as applicable, 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 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 2.03(a) with respect to such 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 Loans made for such purpose and from the other funds provided by the 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 or this Agreement, as the case may be (except to the extent provided in Section 10.16 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.
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. (A) Each Person that is a “Lender” under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement shall have executed this Agreement on the Closing Date as a Lender or an Exiting Lender, and (B) the aggregate unpaid principal amount of “Revolving Credit Loans” and the “Term Loans” (in each case, under and as defined in the Existing Credit Agreement) made by the Exiting Lenders, together with all interest, fees and other amounts, if any, payable to the Exiting Lenders thereunder as of the Closing Date, shall be repaid in full (which repayment may be from the proceeds of Loans made by the Lenders hereunder).
Exiting Lenders. Upon the effectiveness of the Amendment, Bank of America, N.A. and Deutsche Bank AG New York Branch shall cease to be Lenders and shall have no further rights or obligations under the Credit Agreement (except for rights and obligations arising under provisions of the Credit Agreement that by their terms survive termination thereof).
