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.

Section # Exiting Lenders. Immediately after the Amendment No. 2 Effective Date (after giving effect to Section 2 of this Amendment, but immediately prior to giving effect to Sections 4 and 5 of this Amendment), # each Exiting Lender shall cease to be a party to the Credit Agreement, # no Exiting Lender shall have any obligations or liabilities under the Credit Agreement with respect to the period from and after the Amendment No. 2 Effective Date (after giving effect to Section 2 of this Amendment, but immediately prior to giving effect to Sections 4 and 5 of this Amendment) and, without limiting the foregoing, no Exiting Lender shall have any Commitment under the Credit Agreement or any participation in any Letter of Credit or Swingline Loan outstanding thereunder, and # no Exiting Lender shall have any rights under the Credit Agreement or any other Loan Document (other than indemnification and other rights under the Credit Agreement expressly stated to survive the termination of such agreement and the repayment of amounts outstanding thereunder). Each Exiting Lender joins in the execution of this Amendment solely for purposes of effectuating this Amendment pursuant to Section 6 and evidencing its agreement to the provisions of Section 2 and this Section 3.