Common use of Exiting Lender Clause in Contracts

Exiting Lender. Each of BMO Xxxxxx Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank (each, an “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 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 as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Commitment of each Lender shall be as set forth on the Commitment Schedule. 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 Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25.

Exiting Lender. Each of BMO Xxxxxx Bank, N.A., The Prudential Insurance Company of AmericaU.S. Bank, Prudential Legacy Insurance Company of New JerseyNational Association and KeyBank, KeyBank National AssociationAssociation (collectively, Sterling National Bank and Allegiance Bank (each, an the “Exiting LenderLenders”), hereby sellssell, assignsassign, transfers transfer and conveys convey 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 Existing A&R Credit Agreement such that, after giving effect to this Agreement (a) such each Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing A&R Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing A&R Credit Agreement, (ii) cease to be a “Lender” under the Existing A&R Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing A&R Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Maximum Credit Amount and Elected Commitment of each Lender shall be as set forth on the Commitment ScheduleAnnex I hereto. The foregoing assignments, transfers and conveyances are without recourse to such each 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 the Existing A&R Credit 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 9.25 12.21 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.2512.21.

Exiting Lender. Each of BMO Xxxxxx JPMorgan Chase Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank N.A. (each, an the “Exiting Lender”)) hereby sells and assigns to Bank of America, hereby sellswithout recourse and without representation or warranty except as expressly set forth in Section 4.3 below, assigns(i) the principal amount of all of Exiting Lender's outstanding Revolver Loans and participations in LC Obligations and (ii) all of Exiting Lender’s Revolving Commitment and all rights and obligations under the Original Loan Agreement and the other Loan Documents as of the date hereof, transfers including, without limitation, all obligations under Article II regarding Revolving Loans and conveys to the Lenders heretoLetters of Credit and participations therein, and each Bank of the Lenders hereto America hereby purchases and acceptsassumes from Exiting Lender, so much all of the aggregate Commitments under, and Loans outstanding under, foregoing (the Existing Credit Agreement such that“Exiting Lender Assignment”). On the Effective Date, after giving effect to this Agreement (a) such the Exiting Lender Assignment, Exiting Lender shall (i) be paid in full in cash for all amounts owing to it under the Existing Credit Original Loan Agreement as agreed from or on behalf of Bank of America (with respect to principal) and calculated by such Exiting Lender and Borrowers (in the Administrative Agent in accordance with the Existing Credit Agreementcase of all other amounts), (ii) cease to be a “Lender” under the Existing Credit Original Loan Agreement and the “other Loan Documents” as defined therein , and (iii) relinquish its rights (other than those provided, that it shall still be entitled to any rights applicable which by their express terms survive the repayment of its obligations under the Original Loan Agreement in respect of any circumstance, event or condition arising prior to all Lenders which would expressly survive a termination of the Existing Credit AgreementEffective Date) and be released from its obligations under the Existing Credit Original Loan Agreement and the other “Loan Documents” as defined therein, and (b) the Commitment of each Lender . The agreements set forth in this Section 4.1 shall be as set forth on deemed to be an "Assignment and Acceptance" for all purposes under the Commitment Schedule. The foregoing assignmentsOriginal Loan Agreement and, transfers and conveyances are without recourse to such notwithstanding the terms of the Original Loan Agreement, the Exiting Lender Assignment shall be deemed to have been effected by an Assignment and Acceptance without the payment of any warranties whatsoever by the Administrative Agent related assignment fee and no other documents or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, instruments (other than the warranty this Agreement) shall be required to be executed in connection therewith (all of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interestswhich are hereby waived). The Exiting Lender is executing this Agreement solely for the sole purpose purposes of evidencing its agreement agreeing to and being bound by this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.254.1.

Exiting Lender. Each of BMO Xxxxxx Truist Bank, N.A.The Toronto-Dominion Bank, The Prudential Insurance Company of AmericaNew York Branch, Prudential Legacy Insurance Company of New JerseyPNC Bank, KeyBank National Association, Sumitomo Mitsui Banking Corporation, Fifth Third Bank, National Association and Sterling National Bank and Allegiance Bank (eachcollectively, an the “Exiting LenderLenders”), hereby sellssell, assignsassign, transfers transfer and conveys convey 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 Existing Credit Agreement such that, after giving effect to this Agreement (a) such each Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Revolving Commitment of each Lender shall be as set forth on the Commitment ScheduleAnnex I hereto. The foregoing assignments, transfers and conveyances are without recourse to such each 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 the Existing Credit 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 9.25 10.13 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.2510.13.

Exiting Lender. Each Simultaneously with the effectiveness of BMO Xxxxxx Bankthis Amendment, N.A.the Exiting Lender shall be deemed to have, The Prudential Insurance Company of Americaand does hereby sell, Prudential Legacy Insurance Company of New Jerseyassign, KeyBank National Association, Sterling National Bank transfer and Allegiance Bank convey to each other Lenders hereunder that is increasing its Commitment (each, an the “Exiting LenderIncreasing Lenders”), hereby sells, assigns, transfers ) and conveys to the Lenders heretoNew Lender, and each of the Increasing Lenders hereto and the New Lender hereby purchases and accepts, so much the Commitments and Loans of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement Exiting Lender such that, after giving effect to this Agreement Amendment, (a) such the Exiting Lender shall (i) be paid in full in cash for all amounts owing to the Exiting Lender under the Existing Credit Agreement as agreed and calculated by such the Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” Lender under the Existing Credit Agreement and the “other Loan Documents” as defined therein Documents and (iii) relinquish its rights (other than those provided that it shall still be entitled to any rights applicable to all Lenders which would expressly by their express terms survive a termination the termination, repayment, satisfaction or discharge of the Existing Exiting Lender’s obligations under the Credit AgreementAgreement in respect of any circumstance or event or condition arising prior to the Amendment Effective Date) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, Documents and (b) the Commitment Commitments of each of the Increasing Lenders and the New Lender shall be as set forth on Schedule 2.01 hereto. Such purchases shall be deemed to have been effected by way of, and subject to the Commitment Scheduleterms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The foregoing assignments, transfers and conveyances are without recourse to such the Exiting Lender and without any warranties whatsoever by the Administrative Agent or such 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 such the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Increasing Lenders, the New Lender and the Administrative Agent shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement Amendment for the sole purpose of evidencing its agreement to this Section 9.25 8 only and for no other purpose purpose. For the avoidance of doubt, each Swap Agreement between the Company or any of its Restricted Subsidiaries and the Exiting Lender that is in existence on the Amendment Effective Date, shall have no continue to constitute Lender Swap Agreements and the obligations under this in respect thereof shall continue to constitute Obligations for all purposes of the Credit Agreement except as set forth in and the other Loan Documents, notwithstanding the assignment by the Exiting Lender pursuant to this Section 9.258.

Exiting Lender. Each of BMO Xxxxxx Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank (each, an “Exiting Lender”), Lender hereby made pursuant to Section 2.01 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 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 Agreement, as of the Effective Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Commitment ​ ​ ​ ​ of each Lender shall be as set forth on the Commitment ScheduleSchedule 2.01 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 9.25 9.19 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.259.19. [Signature Pages Follow] ​ ​ ​ ​ Exhibit E-1 ​ ​ XXXXX FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent 0000 Xxxxxxxxx Xxxxxx, 00xx Floor Attention: Xxxxxx Xxxxxx With a copy to: XXXXX FARGO BANK, NATIONAL ASSOCIATION 0000 X. XX Xxxxxx Blvd., MAC: D1109-019, Charlotte, NC 28262 Attention: Agency Services The undersigned hereby certifies that he or she is the [ _______ ] of SOLARIS MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), and that as such he or she is authorized to execute this Borrowing Request (the “Request”) in such capacity on behalf of the Borrower pursuant to that certain Second Amended and Restated Credit Agreement (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of April 1, 2021, by and among the Borrower, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Lenders from time to time a party thereto. Terms that are defined in the Credit Agreement are used herein with the meanings given them in the Credit Agreement. ​ The (check one) [___] Loan [___] Letter of Credit being requested hereby is to be in the amount set forth in item (b) below, as applicable, and is requested to be made on __________________, which is a Business Day. ​ The Loan requested hereby is to be an (check one) [___] Base Rate Borrowing [___] SOFR Borrowing, with an initial Interest Period of (check one) one [___] three [___] months or six [___] months (if a SOFR Borrowing). ​ To induce Lenders to make such Loans or Letter of Credit, as applicable, Borrower hereby represents, warrants, acknowledges, and agrees to and with the Administrative Agent and each Lender that: ​ (a) As of the date hereof: (1) The aggregate outstanding amount of Revolving Exposure, before giving effect to the Borrowing requested hereunder, is: $__________ (2) The LC Exposure as of the date hereof, before giving effect to the Letter of Credit, if any, requested hereby, is:$__________ (3) The aggregate available unused Revolving Commitments of all Lenders [$200,000,000.00, minus the amount in (a)(1) above], if positive, is:$__________ ​ ​ ​ (4) [The Consolidated Cash Balance of the Borrower and its Subsidiaries, immediately after giving effect to such Borrowing (including the application of the proceeds thereof on the date of such Borrowing) is]:1 $__________ (b) If and only if the aggregate unused Revolving Commitments of all Lenders is positive, the Borrower hereby requests under this Request a Loan or Letter of Credit (as indicated above) in the amount of $____________ (which is no more than the aggregate unused Revolving Commitments of all Lenders).

Exiting Lender. Each Simultaneously with the effectiveness of BMO Xxxxxx Bankthis Agreement, N.A.Deutsche Bank Trust Company Americas, The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank who has been a Lender under the Credit Agreement and Allegiance Bank who executes this Agreement below as an Exiting Lender (each, an the “Exiting Lender”), hereby sells, assigns, transfers and conveys shall be deemed to the Lenders heretohave, and each of does hereby sell, assign, transfer and convey to Deutsche Bank AG New York Branch (the Lenders hereto “New DB Lender”), and the New DB Lender hereby purchases and accepts, so much accepts the Revolving Credit Commitments and Loans of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement Exiting Lender such that, after giving effect to this Agreement Agreement, (a) such the Exiting Lender shall (i) be paid in full in cash for all amounts owing to the Exiting Lender under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” Lender under the Existing Credit Agreement and the “Loan Documents” as defined therein , and (iii) relinquish its rights (other than those provided that it shall still be entitled to any rights applicable of indemnification in respect of any circumstance, event or condition arising prior to all Lenders which would expressly survive a termination of the Existing Credit AgreementAmendment Effective Date) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, Documents and (b) the Revolving Credit Commitment of each the New DB Lender shall be as set forth on its signature page to this Agreement, and the Commitment ScheduleNew DB Lender shall hereafter have, and does hereby assume, all of the rights and obligations of a Lender under the Credit Agreement and the Loan Documents. Without limiting the foregoing, the New DB Lender, by its execution of this Agreement, shall be deemed to have accepted and agreed to the provisions set forth in the form of Assignment and Assumption attached as Exhibit D to the Credit Agreement, as if such provisions were set forth herein, all of which are incorporated herein by this reference. The foregoing assignmentsassignment, transfers transfer and conveyances are conveyance is without recourse to such the Exiting Lender and without any warranties whatsoever by the Administrative Agent Agent, the Issuing Banks or such 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 such the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. No fees shall be due by or to any Person in connection with this assignment, all of which are hereby waived by any party entitled to same. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only 11 and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25purpose.

Exiting Lender. Each of BMO Xxxxxx BankDeutsche Bank AG, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank York Branch (each, an 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 Existing A&R 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 A&R Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing A&R Credit Agreement, (ii) cease to be a “Lender” under the Existing A&R Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing A&R Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Maximum Credit Amount and Elected Commitment of each Lender shall be as set forth on the Commitment ScheduleAnnex I 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 the Existing Credit 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 9.25 12.21 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25.12.21. [SIGNATURES BEGIN NEXT PAGE] 130

Exiting Lender. Each Simultaneously with the effectiveness of BMO Xxxxxx Bankthis Agreement, N.A.Deutsche Bank Trust Company Americas, The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank who has been a Lender under the Original Credit Agreement and Allegiance Bank who executes this Agreement below as an Exiting Lenders (each, an the “Exiting Lender”), hereby sells, assigns, transfers and conveys shall be deemed to the Lenders heretohave, and each of does hereby sell, assign, transfer and convey to Deutsche Bank AG New York Branch (the Lenders hereto “New DB Lender”), and the New DB Lender hereby purchases and accepts, so much accepts the Commitments and Loans of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement Exiting Lender such that, after giving effect to this Agreement Agreement, (a) such the Exiting Lender shall (i) be paid in full in cash for all amounts owing to the Exiting Lender under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Original Credit Agreement, (ii) cease to be a “Lender” Lender under the Existing Original Credit Agreement or this Agreement and the “Loan Documents” as defined therein , and (iii) relinquish its rights (other than those provided that it shall still be entitled to any rights applicable of indemnification in respect of any circumstance, event or condition arising prior to all Lenders which would expressly survive a termination of the Existing Credit AgreementClosing Date) and be released from its obligations under the Existing Original Credit Agreement, this Agreement and the other “Loan Documents” as defined therein, Documents and (b) the Commitment of each the New DB Lender shall be as set forth on Schedule 1.1A to this Agreement, and the Commitment ScheduleNew DB Lender shall hereafter have, and does hereby assume, all of the rights and obligations of a Lender under this Agreement and the Loan Documents. Without limiting the foregoing, the New DB Lender, by its execution of this Agreement, shall be deemed to have accepted and agree to the provisions set forth in the form of Assignment and Assumption attached hereto as Exhibit D and in the Annex 1 attached thereto applicable to the New DB Lender, as if such provisions were set forth herein, all of which are incorporated herein by this reference. The foregoing assignmentsassignment, transfers transfer and conveyances are conveyance is without recourse to such the Exiting Lender and without any warranties whatsoever by the Administrative Agent Agent, the Issuing Lender or such 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 such the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. No fees shall be due by or to any Person in connection with this assignment, all of which are hereby waived by any party entitled to same. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only 10.18 and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25purpose.

Exiting Lender. Each Simultaneously with the amendment and restatement of BMO the Existing Xxxxxxx Credit Agreement on the Closing Date under Section 2.01(c), RB International Finance (USA) LLC (formerly known as RZB Finance LLC) (the “Exiting Lender”) shall be deemed to have irrevocably sold and assigned ratably to the Revolving Lenders (the “Assignees”), and the Assignees shall be deemed to have irrevocably purchased and assumed from the Exiting Lender, all of the Exiting Lender’s rights and obligations in its capacity as a lender under the Existing Xxxxxxx Credit Agreement and any other documents or instruments delivered pursuant thereto with respect to the Exiting Lender’s Maximum Revolving Credit Amount, Revolving Commitment, Revolving Loans and LC Disbursements owing to such Exiting Lender. Such sales, assignments, purchases and assumptions shall be deemed to have been effected by way of, and subject to the terms and conditions of, an Assignment and Assumption attached as Exhibit F 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 Lender 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 parties hereto have caused this Agreement to be duly executed as of the day and year first above written. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Chief Financial Officer By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Chief Financial Officer By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Xxxxxx By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President By: /s/ Xxxx XxXxxx Name: Xxxx XxXxxx Title: Vice President By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Vice President By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Xxxxxx By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President By: /s/ Xxxx XxXxxx Name: Xxxx XxXxxx Title: Vice President By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Vice President By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Associate By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Vice President By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By: /s/ Puiki Lok Name: Puiki Lok Title: Vice President By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Executive Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Relationship Manager By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxxxx Title: Director By: /s/ Xxxx Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxx Xxxxxxxx Title: Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director, Co-Head By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Senior Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Acknowledged and agreed, solely for the purposes of the undersigned being an Exiting Lender under Section 12.18 of this Agreement, by: RB INTERNATIONAL FINANCE (USA) LLC (formerly known as RZB Finance LLC) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: First Vice President By: /s/ Xxxxxx XxxXxxxxxxxxxx Name: Xxxxxx XxxXxxxxxxxxxx Title: Vice President JPMorgan Chase Bank, N.A. 5.80% $ 145,000,000.00 $ 58,000,000.00 Xxxxx Fargo Bank, N.A. 5.80% $ 145,000,000.00 $ 58,000,000.00 Bank of America, N.A. 5.80% $ 145,000,000.00 $ 58,000,000.00 Compass Bank 5.40% $ 135,000,000.00 $ 54,000,000.00 U.S. Bank National Association 5.40% $ 135,000,000.00 $ 54,000,000.00 Capital One, National Association 5.40% $ 135,000,000.00 $ 54,000,000.00 SunTrust Bank 5.40% $ 135,000,000.00 $ 54,000,000.00 Royal Bank of Canada 4.20% $ 105,000,000.00 $ 42,000,000.00 Canadian Imperial Bank of Commerce, New York Branch 4.20% $ 105,000,000.00 $ 42,000,000.00 MUFG Union Bank, N.A. 4.20% $ 105,000,000.00 $ 42,000,000.00 KeyBank National Association 4.20% $ 105,000,000.00 $ 42,000,000.00 The Bank of Nova Scotia 4.20% $ 105,000,000.00 $ 42,000,000.00 Santander Bank, N.A. 4.20% $ 105,000,000.00 $ 42,000,000.00 ABN Amro Capital USA LLC 4.20% $ 105,000,000.00 $ 42,000,000.00 ING Capital LLC 4.20% $ 105,000,000.00 $ 42,000,000.00 Comerica Bank 2.80% $ 70,000,000.00 $ 28,000,000.00 BOKF, N.A., d/b/a Bank of Oklahoma 2.80% $ 70,000,000.00 $ 28,000,000.00 Fifth Third Bank 2.80% $ 70,000,000.00 $ 28,000,000.00 Branch Banking and Trust Company 2.80% $ 70,000,000.00 $ 28,000,000.00 BNP Paribas 2.80% $ 70,000,000.00 $ 28,000,000.00 Sumitomo Mitsui Banking Corporation 2.80% $ 70,000,000.00 $ 28,000,000.00 HSBC Bank USA, National Association 2.80% $ 70,000,000.00 $ 28,000,000.00 Natixis 2.80% $ 70,000,000.00 $ 28,000,000.00 Regions Bank 2.80% $ 70,000,000.00 $ 28,000,000.00 Xxxxxxx Xxxxx Bank, N.A. 1.40% $ 35,000,000.00 $ 14,000,000.00 Xxxxxx Xxxxxxx Senior Funding, Inc. 0.80% N/A $ 8,000,000.00 Xxxxxx Xxxxxxx Bank, N.A. 0.80% $ 20,000,000.00 N/A $[ ] [ ], 201[ ] FOR VALUE RECEIVED, Xxxxxxx Oil and Gas Corporation, a Delaware corporation (the “Borrower”), hereby promises to pay to [ ] (the “Lender”), at the principal office of JPMorgan Chase Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank as administrative agent (each, an the “Exiting LenderAdministrative Agent”), hereby sellsat [ ], assigns, transfers and conveys the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Lenders heretoBorrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the Lenders principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto hereby purchases and accepts, so much or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the aggregate Commitments underNotes referred to in the Sixth Amended and Restated Credit Agreement dated as of August 27, 2014 among Xxxxxxx Petroleum Corporation, a Delaware corporation (the “Parent Guarantor”), the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans outstanding under, made by the Existing Credit Agreement Lender thereunder (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 as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with same may be amended, supplemented or restated from time to time, the Existing “Credit Agreement”). Capitalized definitional terms used in this Note but not defined in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, (ii) cease and is subject to be a “Lender” under the Existing terms and conditions set forth in, the Credit Agreement and is entitled to the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of benefits provided for in the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. By: Name: Title: Xxxxxxx Oil and Gas Corporation, a Delaware corporation (the “Borrower”), and Xxxxxxx Petroleum Corporation, a Delaware corporation (bthe “Parent Guarantor”), pursuant to Section 2.03 of the Sixth Amended and Restated Credit Agreement dated as of August 27, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Commitment of Borrower, the Parent Guarantor, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each Lender shall be as set forth on capitalized definitional term used herein has the Commitment Schedule. 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 Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as meaning set forth in this Section 9.25.the Credit Agreement), hereby requests a Borrowing as follows: (i) Aggregate amount of the requested Borrowing is $[ ]; (ii) Date of such Borrowing is [ ], 201[ ]; (iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing]; (iv) Requested Borrowing is to be [a Revolving Borrowing] [a Term Loan Borrowing]; (v) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ]; (vi) The amount of Borrowing Base in effect on the date hereof is $[ ];1

Exiting Lender. Each of BMO Xxxxxx Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank lender executing below (each, an 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 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 is a “Lender” under the Existing Credit Agreement that is not continuing as agreed a lender under the First Amended and calculated by such Exiting Lender and Restated Senior Secured Credit Agreement to which this signature page is attached (the Administrative Agent in accordance “Amended Credit Agreement”). Simultaneously with the Existing Closing Date of the Amended Credit Agreement, (ii) the Exiting Lender shall cease to be a “Lender” under the Existing Credit Agreement, and shall have no further liabilities or obligations thereunder; provided that, notwithstanding anything else First Amended and Restated Senior Secured Credit Agreement provided herein or otherwise, any rights of the Exiting Lender under the Loan Documents (as defined in the Existing Credit Agreement) that are intended by their express terms to survive termination of the Commitments (as defined in the Existing Credit Agreement) and/or the repayment, satisfaction or discharge of obligations under any such Loan Document shall survive for the Exiting Lender. Furthermore, the Exiting Lender shall not be a “Lender” under the Amended Credit Agreement and shall not have any liabilities or obligations under the Amended Credit Agreement. To the extent required under the Existing Credit Agreement, the Exiting Lender consents to the amendment of the Existing Credit Agreement and the “Loan Documents” (as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of in the Existing Credit Agreement) ). Upon the Closing Date, the Borrower shall pay all outstanding amounts due or accrued and be released from its obligations unpaid to the Exiting Lender under the Existing Credit Agreement and the other “Loan Documents” (as defined thereinin the Existing Credit Agreement), including all principal, accrued and (b) the Commitment of each Lender shall be as set forth on the Commitment Scheduleunpaid interest and fees. The foregoing assignments, transfers and conveyances are without recourse to such undersigned 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 Exiting Lender is executing duly executed this Agreement for the sole limited purpose of evidencing its agreement acknowledging and agreeing to this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as the terms set forth in this Section 9.25.above under “Exiting Lender”:

Exiting Lender. Each of BMO Xxxxxx BankDeutsche Bank AG, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank York Branch (each, an 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 Existing A&R 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 A&R Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing A&R Credit Agreement, (ii) cease to be a “Lender” under the Existing A&R Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing A&R Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Maximum Credit Amount and Elected Commitment of each Lender shall be as set forth on the Commitment ScheduleAnnex I 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 the Existing Credit 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 9.25 12.21 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.2512.21.

Exiting Lender. Each Effective as of BMO December 12, 0000 (xxx "Xxxx Xxxxxx BankDate"), N.A., The Prudential Insurance Company the Commitment Amount of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling First Union National Bank and Allegiance Bank (each, an “Exiting Lender”), hereby sells, assigns, transfers and conveys to "First Union") shall terminate. If the Lenders hereto, and each outstanding principal balance of all Loans on the Exit Payoff Date exceeds the sum of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement such thatCommitment Amounts, after giving effect to this such termination, the Company shall repay the Loans in the amount of such excess, together with all interest, fees and other amounts payable to First Union, if any, under the Credit Agreement as of the Exit Date. Provided there is no Default or Event of Default or any other failure to satisfy the conditions pursuant to Loans under the Credit Agreement on the Exit Date, the Agent shall request that each of the Lenders (other than First Union) make Loans on the Exit Date in the amount, if any, required to increase its outstanding Loans to its Percentage Share of all outstanding Loans, and shall deliver the proceeds of such Loans to the Agent; provided, however, that should any Lender fail to make such Loans on the Exit Date, the Company shall repay the Loans in the amount that such Lender failed to deliver to the Agent. The aggregate unpaid principal amount of the Loans made by First Union under the Credit Agreement, together with all interest, fees and other amounts, if any, payable to First Union under the Credit Agreement as of the Exit Date (the "Payoff Amount"), shall be repaid in full from the funds provided by the Company and the proceeds of Loans made by the other Lenders. The Agent shall distribute to First Union by not later than 3:00 P.M. (Minneapolis time) on the Exit Date out of the proceeds of the funds provided by the Company and the Loans made by the other Lenders for such purpose, the amount required to pay First Union's Payoff Amount in full, whereupon: (a) such Exiting Lender First Union shall (i) no longer be paid in full in cash for all amounts owing under a party to the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, ; and (b) First Union shall not be deemed to be a "Lender" for any purpose under the Commitment of each Lender shall be as set forth on the Commitment Schedule. 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 Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25Credit Agreement.

Exiting Lender. Each of BMO Xxxxxx Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank (each, an “Exiting Lender”), Lender hereby made pursuant to Section 2.01 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 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 Agreement, as of the Effective Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Commitment of each Lender shall be as set forth on the Commitment ScheduleSchedule 2.01 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 9.25 9.19 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.259.19.