Common use of Exiting Lenders Clause in Contracts

Exiting Lenders. Each 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 as defined in), and Advances outstanding under (and as defined in), 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, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment of each Lender shall be as set forth on Annex II 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 9.21 and Section 9.22 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22.

Exiting Lenders. (a) Each Person executing this Amendment under the heading “Exiting Lender hereby sells, assigns, transfers and conveys to Lenders” on the Lenders signature pages hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments in its capacity as a lender under (and as defined in), and Advances outstanding under (and as defined in), the Existing Credit Agreement such (each, an “Exiting Lender”), is signing this Amendment for the purposes of amending the Existing Credit Agreement as contemplated by Section 1 and assigning its revolving commitment and/or the outstanding portion of the term A loan it holds under the Existing Credit Agreement on the Second Amendment Effective Date to one or more Lenders under the Amended Credit Agreement as described in the following sentence. Upon giving effect to this Amendment, (i) each Exiting Lender’s portion of the term A loan outstanding under the Existing Credit Agreement shall be fully assigned at par to one or more Lenders under the Amended Credit Agreement, and each Exiting Lender’s revolving commitment under the Existing Credit Agreement shall be fully assigned to one or more Lenders under the Amended Credit Agreement, in each case so that, after giving effect to this such assignments, the Lenders under the Amended Credit Agreement shall have Commitments and Applicable Percentages as set forth on Schedule 1.01(b) attached hereto, (aii) such no Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement, except to the extent such amounts continue a Lender under the Amended and Restated Gulf Credit Agreement, as of the Closing Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each no Exiting Lender shall retain all rights (including without limitation all indemnification have any rights) that , obligations or duties as a lender under CHAR1\1892749v6 the Amended Credit Agreement or any other Loan Document, except for any right, obligation or duty which by the express terms of the Existing Credit Agreement or any other Loan Document would survive with respect to Persons who cease to be Lenders under termination of the Existing Credit Agreement or such other Loan Documents pursuant to the terms thereof)Document, and (iv) the Loan Parties shall have no obligations or liabilities to any Exiting Lender, except for obligations or liabilities which by the express terms of the Existing Credit Agreement or any other Loan Document would survive termination of the Existing Credit Agreement or such other Loan Document. (b) With respect to any obligating owing to any Exiting Lender in connection with the Commitment of Existing Credit Agreement and the other Loan Documents that are not otherwise satisfied by the assignments and reallocations described in this Amendment, the Borrower hereby agrees to pay to each such Exiting Lender shall be as set forth on Annex II hereto. The foregoing assignments, transfers all such remaining outstanding obligations (other than contingent obligations not then due and conveyances are without recourse owing or for which no claim has been made) owing to such Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to titleLender, enforceability, collectability, documentation or freedom from liens or encumbrancesif any, in whole or in part, other than connection with 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” Existing Credit Agreement and the other “Loan Documents” thereunder for periods prior to Documents substantially contemporaneously with the adjustment date among themselvesSecond Amendment Effective Date. Each Exiting Lender is executing this acknowledges that, unless and until the Second Amendment Effective Date occurs, it shall remain a Lender under the Existing Credit Agreement for with the sole purpose rights and obligations of evidencing its agreement a Lender thereunder in accordance with the terms thereof. At the expense of the Borrower, each Exiting Lender shall take such further action and execute such other documents as may be necessary to effectuate the purposes of this Section 9.21 and Section 9.22 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22.4. [Signature pages follow] CHAR1\1892749v6

Exiting Lenders. Each of Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, MUFG Bank, Ltd., Capital One, National Association, HSBC Bank USA, N.A., Citizens Bank and Xxxxxxx Xxxxxxx Bank, as a “Lender” under the Existing Credit Agreement (each, an “Exiting Lender 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 as defined in)commitments under, and Advances loans outstanding under (and as defined in)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, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights (provided that it shall still be entitled to any rights of indemnification which by their express terms survive the termination, repayment, satisfaction or discharge of such Exiting Lender’s obligations under the Existing Credit Agreement in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment Commitments of each Lender shall be as set forth on Annex II Schedule 2.01 hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms 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 any Exiting Lender and without any warranties whatsoever by the Administrative Agent or such any 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 each 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 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 9.21 and Section 9.22 9.20 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22purpose.

Exiting Lenders. Each By its execution of this Agreement, each of Bank of Montreal, Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch, JPMorgan Chase Bank, N.A., Xxxxxx Xxxxxxx Bank, N.A., The Huntington National Bank and Xxxxxxx Xxxxx Bank (each, an “Exiting Lender Lender” and collectively, the “Exiting Lenders”) hereby sells, assigns, transfers and conveys consents to the Lenders hereto, amendment and each restatement of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under (and as defined in), and Advances outstanding under (and as defined in), the Existing Credit Agreement such that, pursuant to the terms and conditions of this Agreement in its capacity as a Lender under the Existing Credit Agreement. Each of the parties hereto hereby agrees and confirms that after giving effect to this Agreement, including after giving effect to the repayment of all Loans and accrued and unpaid interest and fees owing to each Exiting Lender, each Exiting Lender’s Commitment shall be $0.00, each Exiting Lender’s Commitments to lend and all other obligations of the Exiting Lenders under this Agreement shall be terminated (a) such other than any obligations that expressly survive the termination or departure of a Lender under the Loan Documents in accordance with their terms), and the Exiting Lender Lenders shall (i) cease to be paid in full in cash Lenders for all purposes under the Loan Documents; provided that the rights and obligations under this Agreement expressly stated to survive the termination of this Agreement and the repayment of amounts owing under outstanding hereunder shall survive for the benefit of the Exiting Lenders, including the indemnification rights set forth in Section 10.04 of the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as . Each of the Closing Date Exiting Lenders that holds a Revolving Note (as agreed and calculated by such Exiting Lender and the Administrative Agent defined in accordance with the Existing Credit Agreement, (ii) except agrees to promptly return such Revolving Note to the extent it continues to be a Borrower marked “Lender” under cancelled”. Each of the Amended Exiting Lenders and Restated Gulf Credit Agreement, cease to be a “Lender” the Lenders that are lenders under the Existing Credit Agreement and the “Loan Documents” hereby waive any requirements for notice of prepayment of Loans (as defined therein and (iii) except to in the extent such rights and obligations continue under the Amended and Restated Gulf Existing Credit Agreement, relinquish its rights and be released from its obligations ) under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to payments, if any, made thereunder on the terms thereof), and (b) the Commitment of each Lender shall be as set forth on Annex II 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 9.21 and Section 9.22 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22Closing Date.

Exiting Lenders. Each Simultaneously with the effectiveness of this Amendment, each Exiting Lender shall be deemed to have, and does hereby sellssell, assignsassign, transfers transfer and conveys convey to each other Lender hereunder that is increasing its Commitment (the “Increasing Lenders”) and 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 as defined in), and Advances outstanding under (and as defined in), the Existing Credit Agreement Exiting Lenders such that, after giving effect to this Agreement Amendment, (a) such each Exiting Lender shall (i) be paid in full in cash for all amounts owing to such Exiting Lender under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” Lender under the Existing Credit Agreement and the “other Loan Documents” as defined therein Documents and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights (provided that it shall still be entitled to any rights which by their express terms survive the termination, repayment, satisfaction or discharge of such Exiting Lender’s obligations under the Credit Agreement 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 (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment Commitments of each of the Increasing Lenders and the New Lender shall be as set forth on Annex II Schedule 2.01 hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms 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 Lenders and without any warranties whatsoever by the Administrative Agent or such the Exiting Lender Lenders as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such each Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders Increasing Lenders, the New Lender and the Administrative Agent shall make all appropriate adjustments in payments under this Agreement, the “Notes” and the other “Loan Documents” thereunder Credit Agreement for periods prior to the adjustment date among themselves. Each Exiting Lender is executing this Agreement Amendment for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 7 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22purpose.

Exiting Lenders. Each Woodforest National Bank, as a “Lender” under the Existing Credit Agreement (the “Exiting Lender 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 as defined in)commitments under, and Advances loans outstanding under (and as defined in)under, the Existing Credit Agreement such that, after giving effect to this Agreement (a) such the Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights (provided that it shall still be entitled to any rights of indemnification which by their express terms survive the termination, repayment, satisfaction or discharge of such Exiting Lender’s obligations under the Existing Credit Agreement in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment Commitments of each Lender shall be as set forth on Annex II Schedule 2.01 hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms 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 any 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 assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under this the Existing Credit Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 9.20 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22purpose.

Exiting Lenders. Each Exiting Lender hereby sells, assigns, transfers and conveys Notwithstanding anything to the Lenders heretocontrary herein or any other document (including the Credit Agreement), and each of the Lenders hereto hereby purchases and accepts, so much of “Lenders” under the aggregate Commitments under (and as defined in), and Advances outstanding under (and as defined in), the Existing Credit Agreement such that, after (before giving effect to this Amendment) that does not have a First Amendment Commitment (which Lenders are identified as “Exiting Lenders” on the signature pages to this Agreement (acollectively, the “Exiting Lenders”)) acknowledges and agrees that upon the payment of the amounts referred to in Section 8(k) above that are owing to such Exiting Lender, such Exiting Lender shall (i) not be paid in full in cash for all amounts owing a Lender under the Existing Credit AgreementAgreement and shall not have any obligations or liabilities under the Credit Agreement or any other Loan Document (it being understood and agreed, however, that the Exiting Lenders shall continue to benefit from the expense reimbursement and indemnification provisions set forth in the Credit Agreement and all other provisions thereof that expressly survive termination thereof). Notwithstanding the conditions precedent to effectiveness of this Amendment set forth in Section 8 above, the parties hereto agree that the provisions of this Section 9 shall be effective upon the execution and delivery of this Amendment by each of the parties hereto and the payment of the amounts referred to in Section 8(k) above that are owing to such Exiting Lender, notwithstanding any claim that one or more of the other conditions precedent in Section 8 above were not satisfied. The Loan Parties hereby release the Exiting Lenders and their respective affiliates and their respective officers, directors, employees, shareholders, agents, attorneys and representatives as well as their respective successors and assigns (collectively, the “Released Parties”) from any and all claims, obligations, rights, causes of action, and liabilities, of whatever kind or nature, whether known or unknown, whether foreseen or unforeseen, arising on or before the First Amendment Effective Date, which the Loan Parties ever had, now have or hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever, which are based upon, arise under or are related to the Loan Documents, other than such claims, obligations, rights, causes of action, and liabilities arising from the gross negligence or willful misconduct of the Released Parties (in each case except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, that any Loan Party has actual knowledge thereof as of the Closing Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereofFirst Amendment Effective Date), and as determined by a court of competent jurisdiction in a final, non-appealable judgment (b) the Commitment of each Lender shall be as set forth on Annex II 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 Agreementcollectively, the “Notes” and the other “Released Matters”); provided that no 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 Party releases, discharges or acquits any Released Party from its agreement to this Section 9.21 and Section 9.22 only and for no other purpose and shall have no obligations under this Agreement except as agreements specifically set forth in this Agreement. Without limiting the generality of the foregoing, each Loan Party hereby waives the provisions of any statute or doctrine to the effect that a general release does not extend to claims which a releasing party does not know or suspect to exist in its favor at the time of executing the release, which if known by such releasing party would have materially affected the releasing party’s settlement with the party being released. Each Loan Party acknowledges that the agreements in this Section 9.21 and Section 9.229 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters.

Exiting Lenders. Each Simultaneously with the effectiveness of this Amendment, each Exiting Lender shall be deemed to have, and does hereby sellssell and assign, assignswithout recourse, transfers and conveys to the Lenders heretorespective Increasing Lenders, and each of the Lenders hereto Increasing Lender hereby purchases and acceptsassumes, so much without recourse, from the respective Exiting Lenders, all of the aggregate Commitments interests in such Exiting Lender’s rights and obligations under (and as defined in)the Credit Agreement, and Advances outstanding under (and as defined in)including, without limitation, the Existing Commitment of such Exiting Lender on the Effective Date and all of the Loans owing to such Exiting Lender that are outstanding on the Effective Date, together with all of the participations in Letters of Credit Agreement and LC Disbursements held by such Exiting Lender on the Effective Date, but excluding accrued interest and fees to but excluding the Effective Date, such that, after giving effect to this Agreement Amendment, (a) such each Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date as agreed and calculated by such Exiting Lender and under the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” Lender under the Existing Credit Agreement and the “other Loan Documents” Documents and, to the extent such Exiting Lender is named as defined therein a Syndication Agent, Co-Documentation Agent or any similar capacity under the Credit Agreement, such Exiting Lender shall cease to hold such title, and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights (provided that it shall still be entitled to any rights that expressly survive termination of the Commitments in respect of any circumstance, event or condition arising prior to the Effective Date) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment Maximum Credit Amount of each Increasing Lender shall be as set forth on Annex II heretoI to this Amendment. The No fees required under Section 12.04(b)(ii) of the Credit Agreement shall be due by or to any Person in connection with the foregoing assignments, transfers and conveyances all of which are without recourse to such Exiting Lender and without waived by 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 interestsparty entitled thereto. The assignee Increasing Lenders and the Administrative Agent shall make all appropriate adjustments in payments under this Agreement, the “Notes” and the other “Loan Documents” thereunder Credit Agreement for periods prior to the adjustment date Effective Date among themselves. Each Exiting Lender is executing this Agreement Amendment for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 8 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22purpose.

Exiting Lenders. Each of Bank of America, N.A., Vectra Bank of Colorado, National Association and U.S. Bank, N.A., as “Lenders” under the Prior Agreement (collectively, the “Exiting Lender Lenders”), 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 as defined in)commitments under, and Advances loans outstanding under (and as defined in)under, the Existing Credit Prior Agreement such that, after giving effect to this Agreement (a) such each of the Exiting Lender Lenders shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date Prior Agreement as agreed and calculated by such Exiting Lender Lenders and the US Administrative Agent in accordance with the Existing Credit Prior Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Prior Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, 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 Existing Credit Prior Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof)therein, and (b) the Commitment Term Loan Commitments (as defined in the Prior Agreement) of the Term Lenders (as defined in the Prior Agreement) are hereby reallocated to the US Commitments of the US Lenders under this Agreement, and (c) the Commitments of each Lender shall be as set forth on Annex II Schedule 2.01 hereto. The foregoing assignments, transfers and conveyances are without recourse to such the Exiting Lender Lenders and without any warranties whatsoever by the Administrative Agent Agents, the Issuing Lenders or such any 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 each Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the US Administrative Agent shall make all appropriate adjustments in payments under this the Prior Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each of the Exiting Lender Lenders is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 10.16 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22purpose.

Exiting Lenders. Each Amarillo National Bank, MassMutual Asset Finance LLC and KeyBank National Association, as a “Lender” under the Eleventh Amended and Restated Agreement (the “Exiting Lender 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 as defined in)commitments under, and Advances loans outstanding under (and as defined in)under, the Existing Credit Eleventh Amended and Restated Agreement such that, after giving effect to this Agreement (a) such the Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date Prior Agreements as agreed and calculated by such the Exiting Lender and the Administrative Agent in accordance with the Existing Credit Eleventh Amended and Restated Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Eleventh Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, 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 Existing Credit Eleventh Amended and Restated Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment Commitments of each Lender shall be as set forth on Annex II Schedule 1.1 (a) hereto. The foregoing assignments, transfers and conveyances are without recourse to such the Exiting Lender Lenders and without any warranties whatsoever by the Administrative Agent Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank 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 assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under this the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 13.17 only and for no other purpose and shall have no obligations under purpose. Section 13.18 FINAL AGREEMENT OF THE PARTIESFinal Agreement of the Parties. THIS WRITTEN AGREEMENT (INCLUDING THE EXHIBITS AND SCHEDULES HERETO), THE NOTES, THE AGENT’S LETTER, THE FLOOR PLAN AGENT’S LETTER AND THE OTHER LOAN DOCUMENTS CONSTITUTE A “LOAN AGREEMENT” AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF. Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement except as set forth Agreement. Nothing in this Section 9.21 and Section 9.22Agreement, expressed or implied, is intended to confer upon any party other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Exiting Lenders. Each Simultaneously with the amendment and restatement of the Existing Xxxxxxx Credit Agreement on the Closing Date under Section 2.01(b), BAML Credit Products, Santander Bank, N.A., BNP Paribas, Xxxxxxx Xxxxx Bank, N.A., Natixis, HSBC Bank USA, National Association and Xxxxxx Xxxxxxx Bank, N.A. (the “Exiting Lender hereby sells, assigns, transfers Lenders”) shall be deemed to have irrevocably sold and conveys assigned ratably to the Lenders hereto, and each of (the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under (and as defined in“Assignees”), and Advances outstanding the Assignees shall be deemed to have irrevocably purchased and assumed from the Exiting Lenders, all of the Exiting Lenders’ rights and obligations in their capacity as lenders under the Existing Xxxxxxx Credit Agreement and any other documents or instruments delivered pursuant thereto with respect to the Exiting Lenders’ Maximum Credit Amount, Commitment, 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 (and as defined into 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). Any payments that would otherwise be required pursuant to Section 5.02 solely as a result of the Existing Credit Agreement foregoing sales, assignments, purchases and assumptions on the Closing Date are hereby waived. The Exiting Lender and the Assignees shall make such thatcash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to this Agreement (aany netting effected by the Administrative Agent) with respect to such sales, assignments, purchases and assumptions. The Exiting Lender shall (i) be paid in full in cash for all amounts owing Lenders waive any notice required under the Existing Xxxxxxx Credit Agreement, except Agreement to the extent that such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except notice relates to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” voluntary prepayments under the Existing Xxxxxxx Credit Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment of each Lender shall be as set forth on Annex II 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 9.21 and Section 9.22 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22contemplated hereby.

Exiting Lenders. Each Simultaneously with the effectiveness of this Agreement, Citibank N.A., CIBC Bank USA and Royal Bank of Canada, each of which who have been a Lender under the Credit Agreement and who executes this Amendment below as an Exiting Lender (each an “Exiting Lender” and collectively, the “Exiting Lenders”), shall be deemed to have, and does hereby sellssell, assignsassign, transfers transfer and conveys convey to Fifth Third Bank, National Association, and Xxxxxxx Xxxxx Lending Partners LLC (each a “New Lender” and collectively, the Lenders hereto“New Lenders”), and each of the Lenders hereto New Lender hereby purchases and accepts, so much accepts a portion of the aggregate Commitments under (Commitments, Loans and as defined in), and Advances outstanding under (and as defined in), L/C Obligations of the Existing Credit Agreement Exiting Lenders such that, after giving effect to this Agreement Amendment, (a) such each of the Exiting Lender Lenders shall (i) be paid in full in cash for all amounts owing to the Exiting Lenders under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” Lender under the Existing Credit Agreement or this Amendment and the “Loan Documents” as defined therein , and (iii) except relinquish its respective rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance, event or condition arising prior to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights Effective Date) and be released from its obligations under the Existing Credit Agreement Agreement, this Amendment and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment Commitments of each Lender the New Lenders shall be as set forth on Schedule 1.1A to this Amendment, and each of the New Lenders shall hereafter have, and does hereby assume, all of the rights and obligations of a Lender under the Credit Agreement, this Amendment and the Loan Documents. Without limiting the foregoing, each of the New Lenders, by its execution of this Amendment, shall be deemed to have accepted and agree to the provisions set forth in the form of Assignment and Assumption attached to the Credit Agreement as Exhibit D and in the Annex II hereto1 attached thereto applicable to the New 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 any of the Exiting Lender Lenders and without any warranties whatsoever by the Administrative Agent Agent, the Issuing Lenders or such each 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 No fees shall make be due by or to any Person in connection with this assignment, all appropriate adjustments in payments under this Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior of which are hereby waived by any party entitled to the adjustment date among themselvessame. Each Exiting Lender is executing this Agreement Amendment for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 only 4 and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22purpose.

Exiting Lenders. Each Exiting Lender hereby sells3.1 On the Effective Date, assigns, transfers and conveys the Borrower shall pay to the Lenders hereto, and Agent for the account of each of the following Lenders hereto hereby purchases (the "Exiting Lenders") all accrued and acceptsunpaid commitment fees to but excluding the Effective Date, so much all accrued and unpaid interest on the outstanding Loans of such Exiting Lenders to but excluding the Effective Date and all amounts owing to such Exiting Lenders pursuant to Section 3.4 of the aggregate Credit Agreement: Banca CRT, S.p.A. Bank Hapoalim, B.M. Bankers Trust Company National City Bank of Kentucky Upon receipt of such amounts from the Borrower, the Agent shall promptly pay such amounts to the respective Exiting Lenders. 3.2 As of the Effective Date, the Borrower shall be deemed to have requested Loans pursuant to the Credit Agreement from only those Lenders whose Commitments under are to be increased pursuant to this Amendment (and as defined in), and Advances outstanding under (and as defined inthe "Increasing Lenders"), the Existing Credit Agreement proceeds of which shall be used to repay the principal amount of the outstanding Loans of the Exiting Lenders as of the Effective Date. The respective amounts of such requested Loans shall be determined by the Agent such that, after the making of such Loans by the Increasing Lenders and the repayment of the Loans of the Exiting Lenders, the outstanding Loans on the Effective Date shall be held by the Lenders (other than the Exiting Lenders) pro rata in accordance with their respective Commitments after giving effect to this Agreement (a) such Exiting Amendment. The Agent shall give each Increasing Lender reasonable notice of the amount of its respective Loan to be made on the Effective Date, and each Increasing Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement, except make its Loan available to the extent Agent prior to 12:00 noon (Chicago time) on the Effective Date. Upon receipt thereof, the Agent shall promptly use the proceeds of such amounts continue under Loans to repay the Amended and Restated Gulf Credit Agreement, as principal amount of the Closing outstanding Loans of the Exiting Lenders. 3.3 From and after the Effective Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except upon payment to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain of all rights (including without limitation principal of and interest on such Exiting Lender's outstanding Loans, all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment of each Lender shall be as set forth on Annex II hereto. The foregoing assignments, transfers and conveyances are without recourse commitment fees owing to such Exiting Lender and without any warranties whatsoever by the Administrative Agent or all funding indemnification owing to such Exiting Lender as to titlein accordance with Section 3.1 and Section 3.2, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of each 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 9.21 and Section 9.22 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22.Lender

Exiting Lenders. Each Nissan Motor Acceptance Corporation, VW Credit, Inc. and Lloyds Bank Corporate Markets, plc f/k/a Lloyds Bank, plc, as a “Lender” under the Tenth Amended and Restated Agreement (the “Exiting Lender 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 as defined in)commitments under, and Advances loans outstanding under (and as defined in)under, the Existing Credit Tenth Amended and Restated Agreement such that, after giving effect to this Agreement (a) such the Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date Prior Agreements as agreed and calculated by such the Exiting Lender and the Administrative Agent in accordance with the Existing Credit Tenth Amended and Restated Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Tenth Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, 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 Existing Credit Tenth Amended and Restated Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment Commitments of each Lender shall be as set forth on Annex II Schedule 1.1 (a) hereto. The foregoing assignments, transfers and conveyances are without recourse to such the Exiting Lender Lenders and without any warranties whatsoever by the Administrative Agent Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank 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 assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under this the Tenth Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 13.17 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22purpose.

Exiting Lenders. Each Exiting Lender hereby sellsOn the Effective Date, 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 as defined in), and Advances outstanding under (and as defined in), 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, except to the extent such amounts continue under the Amended The Bank of Nova Scotia and Restated Gulf Credit Agreement, as of the Closing Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a Associated Bank, N.A. (each, an “Exiting Lender” under the Amended and Restated Gulf Credit Agreement, ”) shall cease to be a “Lender” under Lender under, or a party to, the Existing Credit Agreement and the “other Loan Documents” as defined therein and (iii) except . As a condition to the extent effectiveness of this Amendment, Borrower shall pay to the Agent for the account of each Exiting Lender all outstanding interest, fees and other amounts due or accrued and unpaid to such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights and be released from its obligations Exiting Lender under the Existing Credit Agreement and the other “Loan Documents” as defined therein Documents (provided it being understood that each the outstanding principal balance of the Revolving Loans payable to such Exiting Lender shall retain all rights (including without limitation all indemnification rights) that be paid by the Revolving Advances made on the Effective Date by certain of the Revolving Lenders pursuant to Section 3(a) of this Amendment as a part of the reallocation of Revolving Loans contemplated thereby), and the Agent shall remit such amounts to such Exiting Lender on the Effective Date. Bxxxxxxx, Guarantor, Agent and Lenders hereby consent to the making of all such payments to Exiting Lenders as contemplated in Section 3(a) above and this Section 3(b). Upon the making of such payments to each Exiting Lender, except for those terms, conditions, and provisions, which by their express terms survive the cancellation of Commitments or the termination of any Lender’s obligations under the Loan Documents (including, without limitation, any applicable indemnification or reimbursement provisions), such Exiting Lender’s Commitments under the Credit Agreement shall be reduced to $0 and terminated and such Exiting Lender shall have no further rights, duties or obligations with respect to or under the Loan Documents. Each Exiting Lender that has been issued a Note pursuant to the Existing Credit Agreement survive with respect will, promptly after the Effective Date, return to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof)Borrower such Note, and (b) the Commitment of each Lender shall be as set forth on Annex II 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 marked “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 9.21 and Section 9.22 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22Cancelled”.

Exiting Lenders. Each Simultaneously with the effectiveness of this First Amendment, each of the parties who have been Lenders and who execute this Amendment below as Exiting Lender Lenders (the “Exiting Lenders”), shall be deemed to have, and do hereby sellssell, assignsassign, transfers transfer and conveys convey to the other Lenders heretohereunder that are increasing their Commitments (the “Increasing Lenders”) and to Deutsche Bank AG New York Branch (the “New Lender”), and each of the Increasing Lenders hereto and the New Lender hereby purchases and accepts, so much accepts the Commitments and Loans of the aggregate Commitments under (and as defined in), and Advances outstanding under (and as defined in), the Existing Credit Agreement Exiting Lenders such that, after giving effect to this Agreement Agreement, (a) such each of said Exiting Lender Lenders shall (i) be paid in full in cash for all amounts owing to said Exiting Lender under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” Lender under the Existing Credit Agreement and the “Loan Documents” as defined therein , and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance, event or condition arising prior to the First Amendment Effective Date) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment Maximum Credit Amount of the each of the Increasing Lenders and the New Lender shall be as set forth on Annex II heretoI to this Amendment, and the New 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. The foregoing assignments, transfers and conveyances are without recourse to such the Exiting Lender Lenders and without any warranties whatsoever by the Administrative Agent Agent, the Issuing Bank or such the Exiting Lender Lenders as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such each Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. No fees required under Section 12.04(b)(ii) of the Credit Agreement shall be due by or to any Person in connection with these assignments, all of which are hereby waived by any party entitled to same. The assignee Lenders Increasing Lenders, the New Lender and the Administrative Agent shall make all appropriate adjustments in payments under this Agreement, the “Notes” and the other “Loan Documents” thereunder Credit Agreement for periods prior to the adjustment date among themselves. Each Exiting Lender is executing this Agreement Amendment for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 16 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22purpose.

Exiting Lenders. Each of MUFG Union Bank, N.A, Compass Bank, Citizens Bank, N.A., U.S. Bank National Association, Bank of the West, HSBC Bank USA, N.A., and Regions Bank, as “Lenders” under the Existing Credit Agreement (collectively, the “Exiting Lender Lenders”), 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 as defined in)commitments under, and Advances loans outstanding under (and as defined in)under, the Existing Credit Agreement such that, after giving effect to this Agreement (a) such each of the Exiting Lender Lenders shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date Agreement as agreed and calculated by such Exiting Lender Lenders and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights (provided that it shall still be entitled to any rights of indemnification which by their express terms survive the termination, repayment, satisfaction or discharge of such Exiting Lender’s obligations under the Existing Credit Agreement in respect of any circumstance or event or condition arising prior to the Closing Date) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment Commitments of each Lender shall be as set forth on Annex II Schedule 1.1 hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms 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 Lenders and without any warranties whatsoever by the Administrative Agent or such any 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 each 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 the Existing Credit Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. For the avoidance of doubt, no such adjustment shall affect the amounts due to the Exiting Lenders as otherwise agreed and calculated pursuant to this Section 12.24. Each of the Exiting Lender Lenders is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 12.24 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22purpose.

Exiting Lenders. Each Person executing this Amendment as a “Lender” on the signature pages hereto that will not be a Lender under the Amended Credit Agreement (each such Person, including, for the avoidance of doubt, in its capacity as Issuing Lender and/or an FCI Issuing Lender, as applicable, an “Exiting Lender hereby sells, assigns, transfers and conveys to Lender”) is signing this Amendment for the Lenders hereto, and each sole purposes of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under (and as defined in), and Advances outstanding under (and as defined in), amending the Existing Credit Agreement such and assigning its commitments and outstanding loans (if applicable) under the Existing Credit Agreement to Lenders (other than to any other Exiting Lender) as described in the following sentence. Upon giving effect to this Amendment, (a) the loans of each Exiting Lender outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Amendment shall be fully assigned at par to Lenders under the Amended Credit Agreement (or otherwise repaid as contemplated by this Amendment and the Amended Credit Agreement), and the commitments of each Exiting Lender existing under the Existing Credit Agreement immediately prior to the effectiveness of this Amendment shall be fully assigned to Lenders under the Amended Credit Agreement so that, after giving effect to this such assignments, the Lenders shall hold each class of the Loans and Commitments and have the Applicable Percentages, in each case as set forth on Schedule 1.1A attached hereto, (b) the obligations of each Exiting Lender to lend under the Amended Credit Agreement shall be terminated, (ac) such each Exiting Lender shall no longer be a Lender under the Amended Credit Agreement or any other Loan Document, (id) be paid no Exiting Lender shall have any rights or duties as a Lender under the Amended Credit Agreement or any other Loan Document, except for rights or duties in full respect of expense reimbursement and indemnification provisions in cash the Existing Credit Agreement or any other Loan Document which by their express terms would survive termination of the Existing Credit Agreement or such other Loan Document, and (e) the Loan Parties shall have no obligations or liabilities to any Exiting Lender, except for all amounts owing obligations in respect of expense reimbursement and indemnification provisions in the Existing Credit Agreement or any other Loan Document which by their express terms would survive termination of the Existing Credit Agreement or such other Loan Document. To the extent any Exiting Lender is an Issuing Lender and/or an FCI Issuing Lender under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date as agreed and calculated by Parent Borrower shall have made arrangements with such Exiting Lender with respect to any letters of credit and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” foreign credit instruments under the Existing Credit Agreement and outstanding immediately prior to the “Loan Documents” as defined therein and (iii) except Third Amendment Effective Date, including the provision of cash collateral or other support, to the extent such rights letters of credit and obligations continue foreign credit instruments do not constitute Existing Letters of Credit or Existing FCIs, as applicable, under the Amended and Restated Gulf Credit Agreement, relinquish its rights and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment of each Lender shall be as set forth on Annex II 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 9.21 and Section 9.22 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22.

Exiting Lenders. Each of CIT Finance LLC, Motors Insurance Corporation and Sovereign Bank, N.A. (formerly known as Sovereign Bank), as “Lenders” under the Eighth Amended and Restated Agreement (collectively, the “Exiting Lender Lenders”), 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 as defined in)commitments under, and Advances loans outstanding under (and as defined in)under, the Existing Credit Eighth Amended and Restated Agreement such that, after giving effect to this Agreement (a) such each of the Exiting Lender Lenders shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date Prior Agreement as agreed and calculated by such Exiting Lender Lenders and the Administrative Agent in accordance with the Existing Credit Eighth Amended and Restated Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Eighth Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, 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 Existing Credit Eighth Amended and Restated Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment Commitments of each Lender shall be as set forth on Annex II Schedule 1.1 (a) hereto. The foregoing assignments, transfers and conveyances are without recourse to such the Exiting Lender Lenders and without any warranties whatsoever by the Administrative Agent Agent, the Floor Plan Agent, the Issuing Lender, the Swing Line Bank or such any 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 each 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 the Eighth Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each of the Exiting Lender Lenders is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 13.17 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22purpose.

Exiting Lenders. Each of The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Xxxxxx Xxxxxxx Bank, N.A., as “Lenders” under the Existing Credit Agreement (collectively, the “Exiting Lender Lenders”), 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 as defined in)commitments under, and Advances loans outstanding under (and as defined in)under, the Existing Credit Agreement such that, after giving effect to this Agreement (a) such each of the Exiting Lender Lenders shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date Agreement as agreed and calculated by such Exiting Lender Lenders and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights (provided that it shall still be entitled to any rights of indemnification which by their express terms survive the termination, repayment, satisfaction or discharge of such Exiting Lender’s obligations under the Existing Credit Agreement in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment Commitments of each Lender shall be as set forth on Annex II Schedule 2.01 hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms 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 Lenders and without any warranties whatsoever by the Administrative Agent or such any 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 each 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 the Existing Credit Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each of the Exiting Lender Lenders is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 9.19 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22purpose.

Exiting Lenders. Each Exiting Lender hereby sells, assigns, transfers and conveys Subject to the occurrence of the Ninth Amendment Effective Date, each of the Exiting Lenders heretohereby (a) consents to this Amendment as required under Section 10.01 of the Credit Agreement solely with respect to and to the extent such consent is necessary to effect the provisions of Section 2(b) above and this Section 3 and (b) acknowledges and agrees to Section 2(b) of this Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 2(b) of this Amendment, each Exiting Lender’s Committed Sum shall be $0, its Commitments to lend and all of its obligations under the Credit Agreement shall be terminated and each of the Exiting Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under (and as defined in), and Advances outstanding under (and as defined in), 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, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” Lender for all purposes under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (; provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment of each Lender shall be as set forth on Annex II 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 Existing Lenders and the Administrative Agent shall make all appropriate New Lender hereby waive any requirement of the Credit Agreement (including Section 2.03(e) of the Credit Agreement) that requires payments to Lenders to be made on a pro rata basis solely to the extent necessary to permit the payment to the Exiting Lenders of the amounts required by Section 2(b) and Section 5(h) of this Amendment. For the avoidance of doubt, in addition to the payments of principal, reallocations, adjustments in payments and other actions contemplated under Section 2(b) of this AgreementAmendment and this Section 3, the “Notes” Borrower shall pay (or cause to be paid) all interest, fees and other charges owed to the Exiting Lenders under the Loan Documents as of the Ninth Amendment Effective Date, including without limitation in connection with the payment in full of the Committed Loans held by, and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each termination in full of all Commitments of, such Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22Lenders contemplated hereby.

Exiting Lenders. Each Simultaneously with the effectiveness of this Amendment, each Lender that will be reallocating its total Outstanding Amount among certain of the other Lenders as herein provided (each an “Exiting Lender”) shall be deemed to have, and does hereby sell, assign, transfer and convey to each other remaining Lender hereby sells, assigns, transfers hereunder (the “Remaining Lenders”) and conveys to the Lenders heretoNew Lenders, and each of the Remaining Lenders hereto and the New Lenders hereby purchases and accepts, so much the Outstanding Amounts and Loans of the aggregate Commitments under (and as defined in), and Advances outstanding under (and as defined in), the Existing Credit Agreement Exiting Lenders such that, after giving effect to this Agreement Amendment, (a) such each Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date as agreed and calculated by such Exiting Lender and under the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” Lender under the Existing Credit Agreement and the “other Loan Documents” as defined therein Documents and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights (provided that it shall still be entitled to any rights which by their express terms survive the termination, repayment, satisfaction or discharge of such Exiting Lender’s obligations under the Credit Agreement 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 (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment Outstanding Amounts of each Lender of the Remaining Lenders and the New Lenders shall be as set forth on Annex II Schedule I hereto. Such assignment and assumptions shall be deemed to have been effected pursuant to the terms, provisions and representations of the Assignment and Assumption attached as Exhibit D to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (with the Effective Date, as defined therein, being the Second Amendment Effective Date hereof) and 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 Lenders and without any warranties whatsoever by the Administrative Agent or such the Exiting Lender Lenders as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such each Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Remaining Lenders, the New Lenders and the Administrative Agent shall make all appropriate adjustments in payments under this Agreement, the “Notes” and the other “Loan Documents” thereunder Credit Agreement 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 9.21 and Section 9.22 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22.

Exiting Lenders. Each Amarillo National Bank, MassMutual Asset Finance LLC and KeyBank National Association, as a “Lender” under the Eleventh Amended and Restated Agreement (the “Exiting Lender 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 as defined in)commitments under, and Advances loans outstanding under (and as defined in)under, the Existing Credit Eleventh Amended and Restated Agreement such that, after giving effect to this Agreement (a) such the Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date Prior Agreements as agreed and calculated by such the Exiting Lender and the Administrative Agent in accordance with the Existing Credit Eleventh Amended and Restated Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Eleventh Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, 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 Existing Credit Eleventh Amended and Restated Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment Commitments of each Lender shall be as set forth on Annex II Schedule 1.1 (a) hereto. The foregoing assignments, transfers and conveyances are without recourse to such the Exiting Lender Lenders and without any warranties whatsoever by the Administrative Agent Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank 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 assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under this the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.21 and Section 9.22 13.17 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22purpose.

Exiting Lenders. Each (a) Certain of the lenders under the Original Credit Agreement (the "Exiting Lenders") will not be Lenders under this Agreement. Accordingly, on the Effective Date, the Borrower shall pay to the Agent for the account of each of the Exiting Lenders all accrued and unpaid commitment fees under the Original Credit Agreement to but excluding the Effective Date, all accrued and unpaid interest on the outstanding loans of the Exiting Lenders under the Original Credit Agreement to but excluding the Effective Date and all amounts owing to the Exiting Lenders pursuant to Section 2.09(d) of the Original Credit Agreement. Upon receipt of such amounts from the Borrower, the Agent shall promptly pay such amounts to the respective Exiting Lenders. (b) As of the Effective Date, the Borrower shall be deemed to have requested Loans pursuant to this Agreement from each of the Lenders, the proceeds of which shall be used to repay the principal amount of the outstanding loans of the Exiting Lenders under the Original Credit Agreement as of the Effective Date. The respective amounts of such requested Loans shall be determined by the Agent such that, after the making of such Loans by the Lenders and the repayment of the loans of the Exiting Lenders, the outstanding Loans on the Effective Date shall be held by the Lenders pro rata in accordance with their respective Commitments. The Agent shall give the Lenders reasonable notice of the amount of the respective Loans to be made on the Effective Date, and each Lender shall make its Loan available to the Agent prior to 12:00 noon (New York time) on the Effective Date. Upon receipt thereof, the Agent shall promptly use the proceeds of such Loans to repay the principal amount of the outstanding loans of the Exiting Lenders. (c) From and after the Effective Date and upon payment to each Exiting Lender hereby sellsof all principal of and interest on such Exiting Lender's outstanding loans under the Original Credit Agreement and all commitment fees and all funding indemnification owing to such Exiting Lender under the Original Credit Agreement in accordance with subsections (a) and (b) above, assigns, transfers and conveys each such Exiting Lender shall have no further obligation to any other party to the Lenders heretoOriginal Credit Agreement or to this Agreement. (d) On the Effective Date, and the Borrower shall pay to the Agent for the account of each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under (and as defined in), and Advances outstanding under (and as defined in), 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 to such Lenders pursuant to Section 2.09(d) of the Existing Original Credit Agreement, except to the extent . Upon receipt of such amounts continue under from the Amended and Restated Gulf Credit AgreementBorrower, as of the Closing Date as agreed and calculated by Agent shall promptly pay such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitment of each Lender shall be as set forth on Annex II hereto. The foregoing assignments, transfers and conveyances are without recourse amounts 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 9.21 and Section 9.22 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22respective Lenders.