Common use of Exiting Lender Clause in Contracts

Exiting Lender. On and after the Fifth Amendment Effective Date, (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 period from and after the Fifth Amendment Effective Date and, without limiting the foregoing, the Exiting Lender shall have no Commitment under the Credit Agreement or any L/C Obligations outstanding hereunder and (iii) the Exiting Lender shall have no rights under the Existing Credit Agreement, the Credit Agreement or any 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 repayment of amounts outstanding 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. On From and after the Fifth Amendment Effective Date, (ia) Tri Counties Bank (upon receipt by the “Exiting Lender”) Lender of an amount equal to all principal, interest and fees in respect of outstanding Loans and other Indebtedness owing to the Exiting Lender under the Credit Agreement and the other Loan Documents, the Exiting Lender shall cease with immediate effect to be a party to and a Lender under the Credit AgreementAgreement and the other Loan Documents, (iib) the Exiting Lender shall not have no any obligations or liabilities as a Lender under the Credit Agreement with respect to the period from and after the Fifth Amendment Effective Date and, without limiting the foregoing, the Exiting Lender shall not have no any Commitment under the Credit Agreement or any L/C Obligations LC Exposure outstanding hereunder under the Credit Agreement, and (iiic) the Exiting Lender shall not have no any rights or obligations under the Existing Credit Agreement, the Credit Agreement or any other Credit Document as a Lender (other than Loan Document; provided, in each case, that the rights and obligations under the Existing Credit Agreement expressly stated to survive the termination of the Existing Credit Agreement and the repayment of amounts outstanding thereunder) and such thereunder shall survive for the benefit of the Exiting Lender’s receipt in cash of an amount to repay such , the Administrative Agent and the Loan Parties, as applicable, and the Exiting Lender’s Loans in full under the Existing Credit Agreement Lender shall be deemed continue to be a consent to bound by its confidentiality obligations under Section 12.11 of the transactions contemplated hereby. |US-DOCS\154101332.9||Credit Agreement.

Exiting Lender. (a) On and after the Fifth Thirteenth Amendment Effective Date, (i) Tri Counties Bank (the “Exiting Lender”) Lender shall cease receive an amount equal to be a all principal, interest, and fees in respect of outstanding Loans and other Secured Obligations owing to such Exiting Lender under the Credit AgreementAgreement and the other Loan Documents 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 no any obligations or liabilities as a Lender under the Credit Agreement with respect to the period from and after the Fifth Thirteenth Amendment Effective Date and, without limiting the foregoing, the Exiting Lender shall not have no any Revolving Credit Commitment under the Credit Agreement or any L/C Obligations LC Exposure outstanding hereunder under the Credit Agreement and (iii) the Exiting Lender shall not have no any rights under the Existing Credit Agreement, the Credit Agreement or any other Credit Document as a Lender (other than Loan Document; provided that the rights under the Existing Credit Agreement expressly stated to survive the termination of the Existing Credit Agreement and the repayment of amounts outstanding thereunder) 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’s receipt in cash of an amount to repay such Exiting Lender’s Loans in full Lender that are required under the Existing Credit Agreement shall be deemed to be a consent to the transactions contemplated hereby. |US-DOCS\154101332.9||Agreement.

Exiting Lender. On By its execution of this Third Amendment, the Exiting Lender hereby (a) consents to this Third Amendment in its capacity as a “Lender” under the Credit Agreement solely for purposes of Section 12.10 of the Credit Agreement, and (b) acknowledges and agrees to Section 3.2 and Section 9.3 hereof. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 3.2 hereof, including upon receipt by the Fifth Amendment Effective DateExiting Lender of an amount equal to all unpaid principal, interest and fees in respect of outstanding Loans and any other obligations owing to the Exiting Lender under the Credit Agreement and the other Loan Documents, (i) Tri Counties Bank (the “Exiting Lender”) Lender shall cease with immediate effect to be a party to, and a Lender under under, the Credit AgreementAgreement and the other Loan Documents, (ii) the Exiting Lender shall not have no any obligations or liabilities as a Lender under the Credit Agreement with respect to the period from and after the Fifth Third Amendment Effective Date and, without limiting the foregoing, the Exiting Lender shall not have no Commitment any Commitments under the Credit Agreement or any L/C Obligations outstanding hereunder and (iii) the Exiting Lender shall not have no any rights under the Existing Credit Agreement, the Credit Agreement or any other Credit Document as a Lender (other than Loan Document; provided that the rights under the Existing Credit Agreement expressly stated to survive the assignment of rights by Xxxxxxx, the termination of the Existing Credit Agreement and or the repayment of amounts outstanding thereunder) and such thereunder shall survive for the benefit of the 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. On 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 Fifth Amendment Effective DateExiting 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) Tri Counties Bank (the “Exiting Lender”) Lender shall cease with immediate effect to be a party to, and a Lender under under, the Credit AgreementAgreement and the other Loan Documents, (ii) the Exiting Lender shall not have no any obligations or liabilities as a Lender under the Credit Agreement with respect to the period from and after the Fifth First Amendment Effective Date and, without limiting the foregoing, the Exiting Lender shall not have no Commitment any Commitments under the Credit Agreement or any L/C Obligations outstanding hereunder and (iii) the Exiting Lender shall not have no any rights under the Existing Credit Agreement, the Credit Agreement or any other Credit Document as a Lender (other than Loan Document; provided that the rights under the Existing Credit Agreement expressly stated to survive the assignment of rights by Lenders, the termination of the Existing Credit Agreement and or the repayment of amounts outstanding thereunder) and such thereunder shall survive for the benefit of the 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. On From and after the Fifth Second Amendment Effective Date, (ia) Tri Counties Bank upon receipt by the Exiting Lender of an amount equal to all principal, interest, fees and breakage costs (if any) in respect of outstanding Loans and other Indebtedness owing to the “Exiting Lender”) Lender under the Credit Agreement and the other Loan Documents, the Exiting Lender shall cease with immediate effect to be a party to and a Lender under the Credit AgreementAgreement and the other Loan Documents, (iib) the Exiting Lender shall not have no any obligations or liabilities as a Lender under the Credit Agreement with respect to the period from and after the Fifth Second Amendment Effective Date and, without limiting the foregoing, the Exiting Lender shall not have no any Commitment under the Credit Agreement or any L/C Obligations LC Exposure outstanding hereunder under the Credit Agreement or any Swingline Exposure outstanding under the Credit Agreement and (iiic) the Exiting Lender shall not have no any rights under the Existing Credit Agreement, the Credit Agreement or any other Credit Document as a Lender (other than Loan Document; provided that the rights under the Existing Credit Agreement expressly stated to survive the termination of the Existing Credit Agreement and the repayment of amounts outstanding thereunder) and such thereunder shall survive for the benefit of the 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||.