Common use of Exiting Lender Clause in Contracts

Exiting Lender. Fifth Third Bank, in its capacity as a Lender under the Credit Agreement (the “Exiting Lender”), is signing this Agreement for the sole purposes of terminating its Commitment. As of the date hereof, (a) the Commitment of the Exiting Lender shall be reduced to zero and the Exiting Lender shall cease to have any rights or duties as a Lender under the Credit Agreement and the other Loan Documents except for rights or duties in respect of expense reimbursement and indemnification provisions in the Credit Agreement in favor of the Exiting Lender which by their express terms would survive termination of the Credit Agreement, (b) the Borrower shall pay to the Exiting Lender all outstanding Obligations owing to it substantially contemporaneously with the effectiveness of this Agreement and thereafter shall have no obligations or liabilities to the Exiting Lender in its capacity as a Lender other than obligations in respect of indemnity and reimbursement which by their express terms would survive termination of the Credit Agreement and (c) each Lender (other than the Exiting Lender) agrees that, after giving effect to this Agreement, that it shall have the Commitment as reflected on the amended and restated Schedule 2.01 to the Credit Agreement as set forth on Exhibit A attached hereto.

Exiting Lender. Fifth Third Woodforest National Bank, in its capacity as a Lender under the Credit Agreement (as in effect prior to giving effect to this Agreement) (the “Exiting Lender”), is signing this Agreement for the sole purposes of terminating its CommitmentCommitments under the Credit Agreement (as in effect prior to giving effect to this Agreement). As of the date hereof, (a) the Commitment Commitments of the Exiting Lender shall be reduced to zero and the Exiting Lender shall cease to have any rights or duties as a Lender under the Credit Agreement and the other Loan Documents except for rights or duties in respect of expense reimbursement and indemnification provisions in the Credit Agreement in favor of the Exiting Lender which by their express terms would survive termination of the Credit Agreement, (b) the Borrower PRA shall pay (or cause to be paid) to the Exiting Lender all outstanding Obligations owing to it substantially contemporaneously with the effectiveness of this Agreement and thereafter shall have no obligations or liabilities to the Exiting Lender in its capacity as a Lender other than obligations in respect of indemnity and reimbursement which by their express terms would survive termination of the Credit Agreement and (c) each Lender (other than the Exiting Lender) agrees that, after giving effect to this Agreement, that it shall have the Commitment as reflected on the amended and restated Schedule 2.01 to the Credit Agreement as set forth on Exhibit A attached hereto.

Exiting Lender. On and after the Fifth Third BankAmendment Effective Date, in its capacity (i) Tri Counties Bank (the “Exiting Lender”) shall cease to be a Lender under the Credit Agreement, (ii) the Exiting Lender shall have no obligations or liabilities as a Lender under the Credit Agreement (with respect to the “Exiting Lender”)period from and after the Fifth Amendment Effective Date and, is signing this Agreement for without limiting the sole purposes of terminating its Commitment. As of the date hereofforegoing, (a) the Commitment of the Exiting Lender shall be reduced to zero have no Commitment under the Credit Agreement or any L/C Obligations outstanding hereunder and (iii) the Exiting Lender shall cease to have no rights under the Existing Credit Agreement, the Credit Agreement or any rights or duties other Credit Document as a Lender (other than rights under the Existing Credit Agreement expressly stated to survive the termination of the Existing Credit Agreement and the other Loan Documents except for rights or duties repayment of amounts outstanding thereunder) and such Exiting Lender’s receipt in respect cash of expense reimbursement and indemnification provisions an amount to repay such Exiting Lender’s Loans in full under the Existing Credit Agreement in favor of the Exiting Lender which by their express terms would survive termination of the Credit Agreement, (b) the Borrower shall pay be deemed to be a consent to the Exiting Lender all outstanding Obligations owing to it substantially contemporaneously with the effectiveness of this Agreement and thereafter shall have no obligations or liabilities to the Exiting Lender in its capacity as a Lender other than obligations in respect of indemnity and reimbursement which by their express terms would survive termination of the Credit Agreement and (c) each Lender (other than the Exiting Lender) agrees that, after giving effect to this Agreement, that it shall have the Commitment as reflected on the amended and restated Schedule 2.01 to the Credit Agreement as set forth on Exhibit A attached hereto.transactions contemplated hereby. |US-DOCS\154101332.9||

Exiting Lender. Fifth Third Bank, in its capacity as a Lender under the Credit Agreement (the “Exiting Lender”), is signing this Agreement for the sole purposes of terminating its Commitment. As of the date hereof, (a) On the Commitment of Thirteenth Amendment Effective Date, the Exiting Lender shall be reduced receive an amount equal to zero all principal, interest, and the fees in respect of outstanding Loans and other Secured Obligations owing to such Exiting Lender shall cease to have any rights or duties as a Lender under the Credit Agreement and the other Loan Documents except for rights or duties and (b) from and after the Thirteenth Amendment Effective Date, upon receipt of the amount set forth in respect of expense reimbursement the preceding clause (a), (i) the Exiting Lender shall cease with immediate effect to be a party to, and indemnification provisions in a Lender under, the Credit Agreement in favor of and the other Loan Documents, (ii) the Exiting Lender which by their express terms would survive termination of shall not have any obligations or liabilities under the Credit AgreementAgreement with respect to the period from and after the Thirteenth Amendment Effective Date and, (b) without limiting the Borrower shall pay to foregoing, the Exiting Lender all shall not have any Revolving Credit Commitment under the Credit Agreement or any LC Exposure outstanding Obligations owing to it substantially contemporaneously with under the effectiveness of this Credit Agreement and thereafter shall have no obligations or liabilities to (iii) the Exiting Lender in its capacity as a Lender shall not have any rights under the Credit Agreement or any other than obligations in respect of indemnity and reimbursement which by their express terms would Loan Document; provided that the rights under the Credit Agreement expressly stated to survive the termination of the Credit Agreement and (c) each Lender (other than the repayment of amounts outstanding thereunder shall survive for the benefit of the Exiting Lender) agrees that, after giving effect . The Exiting Lender joins in the execution of this Amendment solely for purposes of Section 2 and this Section 4. The Exiting Lender hereby waives any break funding payments owing to this such Exiting Lender that are required under the Existing Credit Agreement, that it shall have the Commitment as reflected on the amended and restated Schedule 2.01 to the Credit Agreement as set forth on Exhibit A attached hereto.

Exiting Lender. Fifth Third BankFrom and after the Amendment Effective Date, (a) upon receipt by the Exiting Lender of an amount equal to all principal, interest and fees in its capacity as a respect of outstanding Loans and other Indebtedness owing to the Exiting Lender under the Credit Agreement (and the “Exiting Lender”)other Loan Documents, is signing this Agreement for the sole purposes of terminating its Commitment. As of the date hereof, (a) the Commitment of the Exiting Lender shall be reduced to zero and the Exiting Lender shall cease with immediate effect to have any rights or duties as be a party to and a Lender under the Credit Agreement and the other Loan Documents except for rights or duties in respect of expense reimbursement and indemnification provisions in the Credit Agreement in favor of the Exiting Lender which by their express terms would survive termination of the Credit AgreementDocuments, (b) the Borrower Exiting Lender shall pay not have any obligations or liabilities under the Credit Agreement with respect to the period from and after the Amendment Effective Date and, without limiting the foregoing, the Exiting Lender all shall not have any Commitment under the Credit Agreement or any LC Exposure outstanding Obligations owing to it substantially contemporaneously with under the effectiveness of this Agreement Credit Agreement, and thereafter shall have no obligations or liabilities to (c) the Exiting Lender shall not have any rights or obligations under the Credit Agreement or any other Loan Document; provided, in its capacity as a Lender other than each case, that the rights and obligations in respect of indemnity and reimbursement which by their express terms would under the Credit Agreement expressly stated to survive the termination of the Credit Agreement and (c) each Lender (other than the repayment of amounts outstanding thereunder shall survive for the benefit of the Exiting Lender) agrees that, after giving effect the Administrative Agent and the Loan Parties, as applicable, and the Exiting Lender shall continue to this Agreement, that it shall have the Commitment as reflected on the amended and restated Schedule 2.01 to be bound by its confidentiality obligations under Section 12.11 of the Credit Agreement as set forth on Exhibit A attached heretoAgreement.