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Assignments of Commitments
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SCHEDULE # As may be adjusted from time to time by the Administrative Agent, with the consent of the relevant Investors, as required, to reflect non-renewing Investors, assignments, reductions of the Commitments and similar changes.

The Administrative Agent shall have received from the Company, for the account of # each Extending 2020 Revolving Lender, a fee in an amount equal to 0.03% of the lesser of # such Extending 2020 Revolving Lender’s (or its affiliates’) aggregate 2021 Revolving Commitments under the Credit Agreement on the Amendment Effective Date and # such Extending 2020 Revolving Lender’s (or its affiliates’) existing 2020 Revolving Commitments (after giving effect to any assignments of existing 2020 Revolving Commitments to such Extending 2020 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2020 Revolving Commitments by such Extending 2020 Revolving Lender (or its affiliates), in each case on or prior to the Amendment Effective Date) immediately prior to the Amendment Effective Date, # each Extending 2020 Revolving Lender, a fee in an amount equal to 0.12% of such Extending 2020 Revolving Lender’s aggregate 2021 Revolving Commitments under the Credit Agreement on the Amendment Effective Date in excess of the amount referred to in clause (i) for such Extending 2020 Revolving Lender, # each Extending 2022 Revolving Lender, a fee in an amount equal to 0.03% of the lesser of # such Extending 2022 Revolving Lender’s (or its affiliates’) aggregate 2023 Revolving Commitments under the Credit Agreement on the Amendment Effective Date and # such Extending 2022 Revolving Lender’s (or its affiliates’) existing 2022 Revolving Commitments (after giving effect to any assignments of existing 2022 Revolving Commitments to such Extending 2022 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2022 Revolving Commitments by such Extending 2022 Revolving Lender (or its affiliates), in each case on or prior to the Amendment Effective Date) immediately prior to the Amendment Effective Date and # each Extending 2022 Revolving Lender, a fee in an amount equal to 0.20% of such Extending 2022 Revolving Lender’s aggregate 2023 Revolving Commitments under the Credit Agreement on the Amendment Effective Date in excess of the amount referred to in clause (iii) for such Extending 2022 Revolving Lender.

Revolving Credit Commitment Percentage” means, with respect to any Revolving Credit Lender at any time, the percentage of the total Revolving Credit Commitments of all the Revolving Credit represented by such Revolving Credit Lender’s Revolving Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Revolving Credit Commitment Percentages shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments.

when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the total Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

Applicable Percentage” means, at any time, with respect to any Lender, the percentage of the Aggregate Revolving Commitment represented by such Lender’s Revolving Commitment at such time. If all the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments.

No Assignments to Natural Persons. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in its Commitments or any Loan or LC Exposure held by it hereunder to a natural Person.

Applicable Dollar Percentage” means, with respect to any Dollar Lender, the percentage of the total Dollar Commitments represented by such Dollar Lender’s Dollar Commitment, subject to adjustment as required to give effect to any reallocation of Dollar LC Exposure or Swingline Exposure incurred under its Dollar Commitments made pursuant to [Section 2.19(a)(iv)]. If all the Dollar Commitments have terminated or expired, the Applicable Dollar Percentages shall be determined based upon the Dollar Commitments most recently in effect, giving effect to any assignments.

Simultaneously with the Closing Date, the parties hereby agree that the Commitments shall be as set forth in [Schedule 2].01A and the portion of Revolving Credit Loans, Term Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to [Section 11.06] of the Existing Credit Agreement. Notwithstanding anything to the contrary in [Section 11.06] of the Existing Credit Agreement or [Section 11.06] of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on [Schedule 2].01A.

Voluntary Reduction of Commitments. (on behalf of itself and the Subsidiary Borrower) may permanently reduce the Aggregate Revolving Loan Commitment in whole, or in part ratably among the Revolving Loan Lenders of such Class, in an aggregate minimum amount of $5,000,000 with respect thereto and integral multiples of $2,500,000 in excess of that amount with respect thereto (unless the Revolving Loan Commitments of a Class are reduced in whole), upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the total Revolving Loan Commitments of any Class may not be reduced below the Dollar Amount of the Revolving Credit Obligations of such Class. All accrued commitment fees in respect of such Class shall be payable on the effective date of any termination of the obligations of any Revolving Loan Lenders of such Class to make Revolving Loans of such Class hereunder.

During the Support Effective Period, the Company agrees that it shall, subject to the terms and conditions of this Agreement (including those set forth in the Term Sheet):

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