Common use of Exiting Lender Clause in Contracts

Exiting Lender. By its execution of this Amendment, the Exiting Lender hereby (a) consents to this Amendment in its capacity as a “Lender” under the Credit Agreement solely for purposes of Section 11.10 of the Credit Agreement, and (b) acknowledges and agrees to Section 4 and Section 5 of this Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 4 and Section 5 hereof, including upon receipt by the Exiting Lender of an amount equal to all unpaid principal and interest in respect of outstanding Loans owing to the Exiting Lender under the Credit Agreement and the other Loan Documents, (i) the Exiting Lender shall cease with immediate effect to be a party to, and a Lender under, the Credit Agreement and the other Loan Documents, (ii) the Exiting Lender shall not have any obligations or liabilities under the Credit Agreement with respect to the period from and after the First Amendment Effective Date and, without limiting the foregoing, the Exiting Lender shall not have any Commitments under the Credit Agreement and (iii) the Exiting Lender shall not have any rights under the Credit Agreement or any other Loan Document; provided that the rights under the Credit Agreement expressly stated to survive the assignment of rights by Lenders, the termination of the Credit Agreement or the repayment of amounts outstanding thereunder shall survive for the benefit of the Exiting Lender.

Exiting Lender. By its execution of this AmendmentWoodforest National Bank, the Exiting Lender hereby (a) consents to this Amendment in its capacity as a “Lender” Lender under the Credit Agreement solely for purposes of Section 11.10 of the Credit Agreement, and (b) acknowledges and agrees as in effect prior to Section 4 and Section 5 of this Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 4 and Section 5 this Agreement) (the “Exiting Lender”), is signing this Agreement for the sole purposes of terminating its Commitments under the Credit Agreement (as in effect prior to giving effect to this Agreement). As of the date hereof, including upon receipt by (a) the Commitments of the Exiting Lender of an amount equal shall be reduced to all unpaid principal zero and interest in respect of outstanding Loans owing to the Exiting Lender shall cease to have any rights or duties as a Lender under the Credit Agreement and the other Loan Documents, (i) 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) PRA shall cease with immediate effect pay (or cause to be a party to, and a Lender under, the Credit Agreement and the other Loan Documents, (iipaid) to the Exiting Lender all outstanding Obligations owing to it substantially contemporaneously with the effectiveness of this Agreement and thereafter shall not have any no obligations or liabilities under the Credit Agreement with respect to the period from and after the First Amendment Effective Date and, without limiting the foregoing, the Exiting Lender shall not have any Commitments under 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 (iiic) the Exiting each Lender shall not have any rights under the Credit Agreement or any (other Loan Document; provided that the rights under the Credit Agreement expressly stated to survive the assignment of rights by Lenders, the termination of the Credit Agreement or the repayment of amounts outstanding thereunder shall survive for the benefit of 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 attached hereto.

Exiting Lender. By its execution of this AmendmentOn and after the Fifth Amendment Effective Date, (i) Tri Counties Bank (the “Exiting Lender hereby (aLender”) consents shall cease to this Amendment in its capacity as be a “Lender” under the Credit Agreement solely for purposes of Section 11.10 of the Credit Agreement, and (b) acknowledges and agrees to Section 4 and Section 5 of this Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 4 and Section 5 hereof, including upon receipt by the Exiting Lender of an amount equal to all unpaid principal and interest in respect of outstanding Loans owing to the Exiting Lender under the Credit Agreement and the other Loan Documents, (i) the Exiting Lender shall cease with immediate effect to be a party to, and a Lender under, the Credit Agreement and the other Loan DocumentsAgreement, (ii) the Exiting Lender shall not have any no obligations or liabilities as a Lender under the Credit Agreement with respect to the period from and after the First Fifth Amendment Effective Date and, without limiting the foregoing, the Exiting Lender shall not have any Commitments no Commitment under the Credit Agreement or any L/C Obligations outstanding hereunder and (iii) the Exiting Lender shall not have any no rights under the Existing Credit Agreement, the Credit Agreement or any other Loan Document; provided that the Credit Document as a Lender (other than rights under the Existing Credit Agreement expressly stated to survive the assignment of rights by Lenders, the termination of the Existing Credit Agreement or and the repayment of amounts outstanding thereunder shall survive for the benefit of the thereunder) and such Exiting Lender.’s receipt in cash of an amount to repay such Exiting Lender’s Loans in full under the Existing Credit Agreement shall be deemed to be a consent to the transactions contemplated hereby. |US-DOCS\154101332.9||

Exiting Lender. By its execution of this Amendment(a) On the Thirteenth Amendment Effective Date, the Exiting Lender hereby (a) consents to this Amendment in its capacity as a “Lender” under the Credit Agreement solely for purposes of Section 11.10 of the Credit Agreement, and (b) acknowledges and agrees to Section 4 and Section 5 of this Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 4 and Section 5 hereof, including upon receipt by the Exiting Lender of shall receive an amount equal to all unpaid principal principal, interest, and interest fees in respect of outstanding Loans and other Secured Obligations owing to the such Exiting Lender under the Credit Agreement and the other Loan DocumentsDocuments and (b) from and after the Thirteenth Amendment Effective Date, upon receipt of the amount set forth in the preceding clause (a), (i) the Exiting Lender shall cease with immediate effect to be a party to, and a Lender under, the Credit Agreement and the other Loan Documents, (ii) the Exiting Lender shall not have any obligations or liabilities under the Credit Agreement with respect to the period from and after the First Thirteenth Amendment Effective Date and, without limiting the foregoing, the Exiting Lender shall not have any Commitments Revolving Credit Commitment under the Credit Agreement or any LC Exposure outstanding under the Credit Agreement and (iii) the Exiting Lender shall not have any rights under the Credit Agreement or any other Loan Document; provided that the rights under the Credit Agreement expressly stated to survive the assignment of rights by Lenders, the termination of the Credit Agreement or and the repayment of amounts outstanding thereunder shall survive for the benefit of the Exiting Lender. 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 such Exiting Lender that are required under the Existing Credit Agreement.

Exiting Lender. By its execution of this AmendmentFrom and after the Amendment Effective Date, the Exiting Lender hereby (a) consents to this Amendment in its capacity as a “Lender” under the Credit Agreement solely for purposes of Section 11.10 of the Credit Agreement, and (b) acknowledges and agrees to Section 4 and Section 5 of this Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 4 and Section 5 hereof, including upon receipt by the Exiting Lender of an amount equal to all unpaid principal principal, interest and interest fees in respect of outstanding Loans and other Indebtedness owing to the Exiting Lender under the Credit Agreement and the other Loan Documents, (i) the Exiting Lender shall cease with immediate effect to be a party to, to and a Lender under, under the Credit Agreement and the other Loan Documents, (iib) the Exiting Lender shall not have any obligations or liabilities under the Credit Agreement with respect to the period from and after the First Amendment Effective Date and, without limiting the foregoing, the Exiting Lender shall not have any Commitments Commitment under the Credit Agreement or any LC Exposure outstanding under the Credit Agreement, and (iiic) the Exiting Lender shall not have any rights or obligations under the Credit Agreement or any other Loan Document; provided provided, in each case, that the rights and obligations under the Credit Agreement expressly stated to survive the assignment of rights by Lenders, the termination of the Credit Agreement or and the repayment of amounts outstanding thereunder shall survive for the benefit of the Exiting Lender, the Administrative Agent and the Loan Parties, as applicable, and the Exiting Lender shall continue to be bound by its confidentiality obligations under Section 12.11 of the Credit Agreement.