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 ​, the principal amount of Term Loans held by the Exiting Lender shall be ​, 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 ​

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].

Replacement of Lenders. If # only one Lender requests compensation under [Section 2.13] with respect to a particular event giving rise to such compensation, # if a Borrower is required to pay any additional amount to only one Lender or any Governmental Authority for the account of one Lender pursuant to [Section 2.11] with respect to a particular event giving rise to such payment, # if any Lender is a Defaulting Lender, # if any Lender is acquired by or merges with any other Person and such Lender is not the surviving Person, or # if any Lender fails to approve an amendment, consent or waiver hereunder which is approved by the Majority Lenders, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and Agent, # notwithstanding [clauses (i), (iii) and (iv)])])] below, prepay all outstanding amounts owed to such Lender (it being understood that, notwithstanding anything herein to the contrary, such payment may be made without the Borrowers being required to make pro rata payments in respect thereof to any other Lender hereunder), as more specifically described in [clause (ii)] below (excluding any prepayment penalty set forth in [Section 3.1], it being acknowledged and agreed that such Lender shall not be entitled to payment of prepayment penalty) and permanently reduce the aggregate Commitments by the Commitment held by such Lender or # require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 11.2]), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in [[Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D)])])]])])] below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Replacement of Lenders. If any Lender requests compensation under [Section 3.04], or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 3.01], the Parent Borrower may replace such Lender in accordance with [Section 11.13].

Reimbursement by Lenders. To the extent that the Credit Parties for any reason fail to indefeasibly pay any amount required under [[subsection (a) or (b)])]])] of this Section to be paid by them to any Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Administrative Agent (or any such sub-agent), such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Administrative Agent (or any such sub-agent) or such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for such Administrative Agent (or any such sub-agent) or such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection # are subject to the provisions of [Section 2.12(d)].

Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Credit Documents (including all or a portion of its Commitment and the Loans (including for purposes of this ​, participations in L/C Obligations and Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

If # any Lender requests compensation under [Section 3.04], # any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 3.01], or # a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Credit Document that has been approved by the Required Lenders as provided in [Section 11.01] but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), or # any Lender is a Defaulting Lender, then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agents, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 11.06]), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

ARTICLE # TAXES, YIELD PROTECTION AND ILLEGALITY

Subject to the satisfaction of the conditions precedent set forth in [Section 3] below, Borrower, Agent and all Lenders agree that the Credit Agreement shall be and hereby is amended as follows:

Indemnification by Lenders. Each Lender shall severally indemnify Administrative Agent, within ten (10) days after demand therefor, for # any Indemnified Taxes attributable to such Lender (but only to the extent that Borrower has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so), # any Taxes attributable to such Lender’s failure to comply with the provisions of [Section 12.8] relating to the maintenance of a Participant Register and # any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Administrative Agent to such Lender from any other source against any amount due to Administrative Agent under this [Section 3.4(e)].

If # any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or # any Lender makes a claim for compensation under [Section 16], then Borrowers or Agent, upon at least five (5) Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Holdout Lender”) or any Lender that made a claim for compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Holdout Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than fifteen (15) Business Days after the date such notice is given.