Exiting Lender. Guaranty Bank and Trust Company (the “Exiting Lender”) hereby # consents to this First Amendment as required under [Section 12.02] of the Credit Agreement and # acknowledges and agrees to Section 2.3 of this First Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 2.3 of this First Amendment, the Exiting Lender’s Maximum Revolving Credit Amount shall be $0.00, the principal amount of Term Loans held by the Exiting Lender shall be $0.00, the Exiting Lender’s Commitments to lend and all obligations under the Credit Agreement shall be terminated, and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents.

“Exiting Lender” means each Person signatory hereto as an “Exiting Lender”.

“Exiting Lender” means each “Exiting Lender” identified as such on Annex I.

epayment for the account of the Exiting Lender, all principal, accrued interest and fees owing to such Exiting Lender; and

SECTION # Stipulation Regarding Execution by Exiting Lenders. Each party hereto hereby acknowledges and agrees (severally and not jointly) that # each Exiting Lender has executed and delivered this Amendment for purposes of [Section 2] hereof and not for any other purpose, # after giving effect to the reduction and rearrangement of Commitments and the other transactions pursuant to [Section 2] hereof, # each Exiting Lender will no longer have any Commitments, outstanding Loans or Letter of Credit Exposures under the Credit Agreement and # the Continuing Lenders shall comprise all of the Lenders for purposes of approving the amendments to the Credit Agreement that are implemented by this Amendment, and # the reduction and rearrangement of Commitments and the other transactions pursuant to [Section 2] hereof shall be deemed to have occurred immediately prior to the effectiveness of the amendments implemented pursuant to [Section 3] hereof and the redetermination of the Borrowing Base pursuant to [Section 5] hereof.

AMERICAS, as Exiting [[Bank:Organization]]

On the Closing Date, each Lender and each Exiting Lender is hereby deemed to assign to the other Lenders (other than any other Exiting Lender) pursuant to Section 12.8, notwithstanding that no Assignment and Assumption may be executed and delivered to Administrative Agent, and such Lenders are hereby deemed to purchase from such other Lenders, at the outstanding principal amount thereof, such interests in the Revolving Credit Loans, Revolving Credit Commitments, Term Loans and the Term Loan Commitments (each as defined in the Existing Agreement), as applicable, outstanding on the Closing Date, as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans, Revolving Credit Commitments, Term Loans and Term Loan Commitments, as applicable, are held by the Lenders ratably in accordance with their respective shares set forth on [Schedule 2.1].

Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, Article III shall be subject to the terms and conditions of [Section 5.14] and [Section 5.15].

Defaulting Lenders. Notwithstanding the [foregoing clause (a)], if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with [Section 5.15(a)(ii)].

Incremental Lenders. An Incremental Commitment may be provided by any existing Lender or other Person that is an Eligible Assignee (each such existing Lender or other Person that agrees to provide an Incremental Term Loan Commitment, an “Incremental Term Loan Lender” and each such existing Lender or other Person that agrees to provide a Revolving Commitment Increase, a “Revolving Facility Increasing Lender” and, together with each Incremental Term Loan Lender, each, an “Incremental Lender”); provided that each Incremental Lender shall be subject to the consent (in each case, not to be unreasonably withheld or delayed) of the Administrative Agent and, with respect to each Revolving Facility Increasing Lender, each L/C Issuer and each Swing Line Lender. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to provide an Incremental Commitment pursuant to this Section 2.9 and any election to do so shall be in the sole discretion of such Lender.