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].

Each Exiting Lender hereby consents to # this Agreement and the transactions contemplated hereby and # the assignment of such Exiting Lender’s Revolving Credit Loans, Revolving Credit Commitments, Term Loans and the Term Loan Commitments (each as defined in the Existing Agreement), as applicable, in accordance with the pro forma Revolving Credit Loans, Revolving Credit Commitments, Term Loans and the Term Loan Commitments set forth on [Schedule 2.1] notwithstanding that no Assignment and Assumption may be executed and delivered to Administrative Agent. From and after the Closing Date, no Exiting Lender will constitute a “Lender” hereunder or have any further rights to consent to any further amendment, restatement, amendment and restatement, supplement, waiver, forbearance or modification of any type to any Loan Documents or with respect to any Obligated Party or the Collateral.

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.