Common use of Reallocations Clause in Contracts

Reallocations. Upon the effectiveness of this Amendment, the outstanding amounts of all Ratable Loans of the Banks having a Loan Commitment under the Credit Agreement prior to the effectiveness of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee Bank”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment of each Exiting Bank (as defined below) and each Bank whose Loan Commitment after giving effect to this Amendment will be less than its Existing Loan Commitment (each, an “Assignor Bank”) so that the outstanding principal amount of the Loan Commitment of each Bank will be as set forth on SCHEDULE I attached hereto. Such purchases shall be deemed to have been effective by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Notes to be provided to any Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, in the principal amounts of their respective Loan Commitment upon the effectiveness of this Amendment, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached hereto.

Reallocations. Upon (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this AmendmentAgreement on the Restatement Effective Date, the outstanding amounts amount of all Ratable Loans of the Banks having a Loan such Lender’s Commitment under the Credit Agreement prior to is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Amendment (Agreement on the “Existing Loan Commitment”) previously made to Restatement Effective Date, the Borrower Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders in outstanding Letters of Credit shall be reallocated among the Banks Lenders in accordance with their respective Pro Rata Share Percentages (determined in accordance with the amount of the Loan each Lender’s Commitment set forth on SCHEDULE I attached Schedule II hereto. In ), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the New Bank amount of its “Commitment” under the Existing Credit Agreement (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee BankLender”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment Commitments of each Exiting Bank (as defined below) and each Bank the Lenders whose Loan Commitment after giving effect to this Amendment will be Commitments are less than its their respective “Commitments” under the Existing Loan Commitment Credit Agreement (each, each an “Assignor BankLender”) ), so that the outstanding principal amount of the Loan Commitment Commitments of each Bank Lender will be as set forth on SCHEDULE I attached Schedule II hereto. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement Notes promissory notes to be provided to any the Assignor Lenders and Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, Lenders in the principal amounts of their respective Loan Commitment upon the effectiveness of this AmendmentCommitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoassignments.

Reallocations. Upon Agent and Borrower acknowledge and confirm that NYTC Member has the effectiveness right to dispute any Draw Request (including if made after the NYTC Units Redemption) and the allocation of costs to the Units shown in any Draw Request, as and to the extent set forth in the Operating Agreement. (Notwithstanding the foregoing or the further provisions of this AmendmentSection 3.20, no such dispute shall abrogate, nullify or modify any Draw Request or any portion thereof.) Agent and Borrower further acknowledge that, following the resolution by agreement between the Members of any such dispute (which agreement or determination Borrower, the outstanding amounts of all Ratable Loans Members, and Agent shall accept as final and binding), Borrower shall reallocate Building Loan Costs and Project Loan Costs between the FC Units and the NYTC Units as necessary to reflect the resolution or arbitration of the Banks having a Loan Commitment under issues in dispute, and the Credit Agreement prior next Draw Request shall reflect such re-allocations. More particularly, Borrower and Agent agree that if any costs were (or are) initially allocated to the effectiveness of this Amendment FC Units or the NYTC Units (such Units, the “Existing Loan CommitmentOverfunding Unit”) previously and then are re-allocated to the other Units (such Units, the “Underfunding Unit”), the Building Loan Costs and Project Loan Costs allocated to the Overfunding Unit shall be decreased by all such amounts which are so re-allocated, together with interest thereon as provided herein from the date on which such cost was (or is) paid by an Advance, until the date on which each such cost is re-allocated to the Underfunding Units, and the Building Loan Costs and Project Loan Costs of the Underfunding Units shall be likewise increased. In such event, at the next Draw Request, the Maximum Amount covering the Overfunding Unit shall be retroactively increased to reflect the reallocated items of Building Loan Costs and Project Loan Costs, together with interest at the Interest Rate from the date of the Advance for such item, and the outstanding balance of the Maximum Amount covering the Underfunding Units shall be retroactively decreased to reflect such reallocated items of Building Loan Costs and Project Loan Costs, together with interest at the Interest Rate. Corresponding adjustments shall be made in the applicable Budgets. In addition, if the Overfunding Unit had funded such amount not through an Advance but through a capital contribution or out of other funds, then a reallocation shall be made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect reflect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee Bank”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment of each Exiting Bank (as defined below) and each Bank whose Loan Commitment after giving effect to this Amendment will be less than its Existing Loan Commitment (each, an “Assignor Bank”) so that the outstanding principal amount of the Loan Commitment of each Bank will be as set forth on SCHEDULE I attached hereto. Such purchases shall be deemed to have been effective by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Notes to be provided to any Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, in the principal amounts of their respective Loan Commitment upon the effectiveness of this Amendment, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoapplicable Budgets.

Reallocations. Upon the effectiveness of any Incremental Revolving Commitments pursuant to this AmendmentSection 2.13, the outstanding amounts of all Ratable Loans of the Banks having a Loan Commitment under the Credit Agreement (x) each Revolving Lender immediately prior to the effectiveness relevant Incremental Effective Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Incremental Revolving Commitment (each, an “Assignee BankIncremental Revolving Lender”) shall ), and each such Incremental Revolving Lender will automatically and without further act be deemed to have purchased at par assumed, a portion of all rightsuch Revolving Lender’s participations hereunder in outstanding Letters of Credit (but not, title and interest in, and all obligations in respect offor the avoidance of doubt, the Existing Loan Commitment of each Exiting Bank (as defined belowrelated Revolving Commitments) and each Bank whose Loan Commitment such that, after giving effect to this Amendment each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (y) in the case of the provision of any Increase Revolving Commitments, the Borrower shall prepay any Revolving Loans of the applicable Class held by Revolving Lenders immediately prior to the relevant Incremental Effective Date with proceeds of such Increase Revolving Commitments (which may be less than its Existing Loan effected through assignments of funded Revolving Loans of such Class from Revolving Lenders immediately prior to such increase to the relevant Incremental Lenders); as directed by the Administrative Agent such that after giving effect to such prepayment or assignments the percentage of the aggregate outstanding Revolving Loans of such Class held by each Revolving Lender holding Revolving Commitments of such Class (including Incremental Lenders holding Increase Revolving Commitments of such Class) will equal the percentage of the aggregate Revolving Commitments of such Class of all Revolving Lenders holding Revolving Commitments of such Class (including Incremental Lenders with Increase Revolving Commitments of such Class) represented by such Revolving Lender’s Revolving Commitment of such Class (eachincluding Increase Revolving Commitments of such Class). In addition, an “Assignor Bank”) so in connection with the incurrence of any Increase Term Loans, the Administrative Agent is hereby authorized to make such adjustments necessary to ensure that such Increase Term Loans are included ratably in each applicable Term Borrowing and each Lender’s Applicable Percentage of the applicable Class of Term Loans is adjusted to reflect the increased size of such Class. The Administrative Agent and the Lenders hereby agree that the outstanding principal amount minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentences, and such transactions shall not be required to be effected in accordance with Section 11.06. For the avoidance of doubt, Revolving Loans and participations in Letters of Credit assigned pursuant to this Section 2.13(e) shall, upon receipt thereof by the Loan Commitment of each Bank will be as set forth on SCHEDULE I attached hereto. Such purchases shall relevant Incremental Revolving Lenders, be deemed to have been effective be Revolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by way ofsuch Incremental Revolving Lenders on the applicable Incremental Effective Date, and the terms of such Revolving Loans and participation interests (including without limitation the interest rate and maturity applicable thereto) shall be adjusted accordingly. The Letter of Credit Sublimit may be increased as part of any Incremental Revolving Commitments in an amount not to exceed the amount of such Incremental Revolving Commitments, subject to the terms and conditions of, Assignment and Assumptions without the payment consent of any related assignment fee, and, except for replacement Notes to be provided to any Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, in the principal amounts of their respective Loan Commitment upon the effectiveness of this Amendment, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoL/C Issuer.

Reallocations. Upon the effectiveness of this AmendmentThe Administrative Agent, the outstanding amounts of all Ratable Lenders and the Borrower agree that the Revolving Commitment of, and Term Loans held by, each of the Banks having a Loan Commitment under the Credit Agreement Lenders immediately prior to the effectiveness of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated allocated among the Banks Lenders such that, immediately after the effectiveness of this Amendment in accordance with their respective Pro Rata Share of its terms, the Loan Revolving Commitment of, and Term Loans held by, each Lender shall be as set forth on SCHEDULE Schedule I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee Bank”) assignments shall be deemed to have purchased at par a portion of all right, title and interest inbe made among the Lenders in such amounts as may be necessary, and all obligations in respect of, with the Existing Loan Commitment of each Exiting Bank (same force and effect as defined below) and each Bank whose Loan Commitment after giving effect to this Amendment will be less than its Existing Loan Commitment (each, an “Assignor Bank”) so that if such assignments were evidenced by the outstanding principal amount of the Loan Commitment of each Bank will be as set forth on SCHEDULE I attached hereto. Such purchases shall be deemed to have been effective by way of, and subject to the terms and conditions of, applicable Assignment and Assumptions Assumption (but without the payment of any related assignment fee), and, except for replacement Notes to be provided to any Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, in the principal amounts of their respective Loan Commitment upon the effectiveness of this Amendment, and no other documents or instruments shall be, or shall be required to be, be executed in connection with such assignments (all of which such requirements are hereby waived). The Assignee Bank shall Further, to effect the foregoing, each Lender agrees to make the proceeds cash settlements in respect of such purchases available any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Administrative Agent which shall then make such amounts Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par Credit Agreement on the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banksdate that this Amendment becomes effective), the Assignee Bank and the other Banks shall make such cash settlements among themselves, either directly or through the Administrative Agent, as the Administrative Agent may direct with respect (after giving effect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held any netting effected by the Banks Administrative Agent), such that after giving effect to this Amendment, each Lender holds (including a) Revolving Loans equal to its Revolving Commitment Percentage (based on the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Revolving Commitment of each Lender as set forth on SCHEDULE Schedule I attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit and (b) Term Loans in the principal amount set forth on Schedule I attached hereto for such Lender. The Administrative Agent, the Borrower and each Lender confirm that the amounts of each Lender’s Revolving Commitment to be effective, and the outstanding principal amount of Term Loans to be held by each Lender, in each case, on the date this Amendment becomes effective, are as set forth on Schedule I attached hereto.

Reallocations. Upon The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Amendment, the amount of such Lender’s Commitment is as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Amendment, the Commitments of each of the Lenders, the outstanding amounts amount of all Ratable outstanding Revolving Loans and the participations of the Banks having a Loan Lenders in outstanding Letters of Credit shall be reallocated among the Lenders in accordance with their respective Commitment under Percentages (determined in accordance with the Credit Agreement amount of each Lender’s Commitment set forth on Schedule I attached hereto), and in order to effect such reallocations, each Lender whose Commitment exceeds its Commitment immediately prior to the effectiveness of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee BankLender”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment Commitments of each Exiting Bank (as defined below) and each Bank the Lenders whose Loan Commitment after giving effect Commitments are less than their respective Commitments immediately prior to the effectiveness of this Amendment will be less than its Existing Loan Commitment (each, each an “Assignor BankLender”) ), so that the outstanding principal amount of the Loan Commitment Commitments of each Bank Lender will be as set forth on SCHEDULE Schedule I attached hereto. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Revolving Notes to be provided to any the Assignor Lenders and Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, Lenders in the principal amounts amount of their respective Loan Commitment upon the effectiveness of this AmendmentCommitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoassignments.

Reallocations. Upon The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Amendment (the date of such effectiveness, the “Amendment Effective Date”), the amount of such Lender’s Revolving Commitment is as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Amendment, the outstanding amounts Revolving Commitment of each of the Lenders, the amount of all Ratable outstanding Revolving Loans and the participation interests of the Banks having a Loan Lenders in any outstanding Letters of Credit and Swingline Loans shall be reallocated among the Lenders in accordance with their respective Commitment under Percentages, and to effect such reallocations, each Lender whose Revolving Commitment upon the Credit Agreement effectiveness of this Amendment exceeds its Revolving Commitment immediately prior to the effectiveness of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee BankLender”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Revolving Commitments of the Lenders whose Revolving Commitments are less than their respective Revolving Commitment immediately prior to the effectiveness of each Exiting Bank (as defined below) and each Bank whose Loan Commitment after giving effect to this Amendment will be less than its Existing Loan Commitment (each, each an “Assignor BankLender”) ), so that the outstanding principal amount of the Loan Commitment Revolving Commitments of each Bank Lender will be as set forth on SCHEDULE Schedule I attached hereto. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Revolving Notes to be provided to any the Assignor Lenders and Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, Lenders in the principal amounts amount of their respective Loan Commitment upon the effectiveness of Revolving Commitments (after giving effect to this Amendment), no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignee On the Amendment Effective Date, the Revolving Commitments of each of UBS Loan Finance LLC and City National Bank (each, an “Exiting Lender”) shall make be terminated, all outstanding amounts due under the proceeds of such purchases available Credit Agreement and the other Loan Documents to the Administrative Agent which Exiting Lenders on the Amendment Effective Date shall then make such amounts of be paid in full, and each Exiting Lender shall cease to be a Lender under the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor BankCredit Agreement. The Assignor Banks, the Lenders and Assignee Bank and the other Banks Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments so that assignments. Further, the aggregate principal amount Administrative Agent shall make a portion of such cash settlements available to the Ratable Loans shall be held by Exiting Lenders as is necessary to pay in full all outstanding amounts due under the Banks (including Credit Agreement and the New Bank) with their respective Pro Rata Share in accordance with their respective other Loan Commitment as set forth on SCHEDULE I attached heretoDocuments owing to such Exiting Lenders.

Reallocations. Upon the effectiveness of this Amendment, the aggregate outstanding amounts principal amount of all Ratable Loans of the Banks having a Loan Commitment under the Credit Agreement immediately prior to the effectiveness of this Amendment (the “Existing Loan CommitmentLoans”) previously made to the Borrower shall be reallocated among the Banks Lenders in accordance with their respective Pro Rata Share the outstanding principal amount of the each such Lender’s Loan Commitment set forth on SCHEDULE I Schedule 2.01 attached hereto. In order to effect such reallocations, the New Bank Lender (as defined below) and each other Bank Lender whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee BankLender”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment of each the Exiting Bank Lender (as defined below) and each Bank Lender whose Loan Commitment after giving effect to this Amendment will be less than its Existing Loan Commitment (each, an “Assignor BankLender”) so that the outstanding principal amount of the Loan Commitment of each Bank Lender will be as set forth on SCHEDULE I Schedule 2.01 attached hereto. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Notes to be provided to any Assignee Bank Lender requesting such replacement Note and, if applicable, any Assignor Bank Lender requesting such replacement Note, in the principal amounts of their respective Loan Commitment upon the effectiveness of this Amendment, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignee Bank Lenders shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each the Assignor Bank Lenders as is necessary to purchase in full at par the Existing Loan Commitment Loans owing to each respective the Assignor BankLender. The Assignor BanksLenders, the Assignee Bank Lenders and the other Banks Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocations and assignments so that the aggregate outstanding principal amount of the Ratable Loans shall be held by the Banks Lenders (including the New BankLender) with their respective Pro Rata Share pro rata in accordance with their respective Loan Commitment Credit Percentages as set forth on SCHEDULE I Schedule 2.01 attached hereto.

Reallocations. Upon The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Amendment, the outstanding amounts principal amount of such Lender’s Loan is as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Amendment, the outstanding principal amount of all Ratable Loans of shall be reallocated among the Banks having a Lenders so that they are held by the Lenders as set forth on Schedule I attached hereto, and in order to effect such reallocations, each Lender whose Loan Commitment under the Credit Agreement exceeds its Loan immediately prior to the effectiveness of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee BankLender”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment Loans of each Exiting Bank (as defined below) and each Bank the Lenders whose Loan Commitment after giving effect Loans are less than their respective Loans immediately prior to the effectiveness of this Amendment will be less than its Existing Loan Commitment (each, each an “Assignor BankLender”) ), so that the outstanding principal amount of the Loan Commitment of each Bank Lender will be as set forth on SCHEDULE Schedule I attached hereto. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Notes to be provided to any the Assignor Lenders and Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, Lenders in the principal amounts amount of their respective Loan Commitment upon the effectiveness of this AmendmentLoans, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoassignments.

Reallocations. Upon the effectiveness of any Incremental Revolving Commitments pursuant to this AmendmentSection 2.13, the outstanding amounts of all Ratable Loans of the Banks having a Loan Commitment under the Credit Agreement (x) each Revolving Lender immediately prior to the effectiveness relevant Incremental Effective Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Incremental Revolving Commitment (each, an “Assignee BankIncremental Revolving Lender”) shall ), and each such Incremental Revolving Lender will automatically and without further act be deemed to have purchased at par assumed, a portion of all rightsuch Revolving Lender’s participations hereunder in outstanding Letters of Credit (but not, title and interest in, and all obligations in respect offor the avoidance of doubt, the Existing Loan Commitment of each Exiting Bank (as defined belowrelated Revolving Commitments) and each Bank whose Loan Commitment such that, after giving effect to this Amendment each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (y) in the case of the provision of any Increase Revolving Commitments, the Borrower shall prepay any Revolving Loans of the applicable Class held by Revolving Lenders immediately prior to the relevant Incremental Effective Date with proceeds of such Increase Revolving Commitments (which may be less than its Existing Loan effected through assignments of funded Revolving Loans of such Class from Revolving Lenders immediately prior to such increase to the relevant Incremental Lenders), as directed by the Administrative Agent such that after giving effect to such prepayment or assignments the percentage of the aggregate outstanding Revolving Loans of such Class held by each Revolving Lender holding Revolving Commitments of such Class (including Incremental Lenders holding Increase Revolving Commitments of such Class) will equal the percentage of the aggregate Revolving Commitments of such Class of all Revolving Lenders holding Revolving Commitments of such Class (including Incremental Lenders with Increase Revolving Commitments of such Class) represented by such Revolving Lender’s Revolving Commitment of such Class (eachincluding Increase Revolving Commitments of such Class). In addition, an “Assignor Bank”) so in connection with the incurrence of any Increase Term Loans, the Administrative Agent is hereby authorized to make such adjustments necessary to ensure that such Increase Term Loans are included ratably in each applicable Term Borrowing and each Lender’s Applicable Percentage of the applicable Class of Term Loans is adjusted to reflect the increased size of such Class. The Administrative Agent and the Lenders hereby agree that the outstanding principal amount minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentences, and such transactions shall not be required to be effected in accordance with Section 11.06. For the avoidance of doubt, Revolving Loans and participations in Letters of Credit assigned pursuant to this Section 2.13(e) shall, upon receipt thereof by the Loan Commitment of each Bank will be as set forth on SCHEDULE I attached hereto. Such purchases shall relevant Incremental Revolving Lenders, be deemed to have been effective be Revolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by way ofsuch Incremental Revolving Lenders on the applicable Incremental Effective Date, and the terms of such Revolving Loans and participation interests (including without limitation the interest rate and maturity applicable thereto) shall be adjusted accordingly. The Letter of Credit Sublimit may be increased as part of any Incremental Revolving Commitments in an amount not to exceed the amount of such Incremental Revolving Commitments, subject to the terms and conditions of, Assignment and Assumptions without the payment consent of any related assignment fee, and, except for replacement Notes to be provided to any Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, in the principal amounts of their respective Loan Commitment upon the effectiveness of this Amendment, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoL/C Issuer.

Reallocations. Upon The Administrative Agent, the Borrower and each Revolving Lender agree that upon the effectiveness of this Amendment, the outstanding amounts amount of all Ratable Loans of the Banks having a Loan such Revolving Lender’s Revolving Commitment under as set forth on Schedule I to the Credit Agreement shall be as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Amendment, the Revolving Commitments of each of the Revolving Lenders, the outstanding amount of all outstanding Revolving Loans and the participations of the Revolving Lenders in outstanding Letters of Credit and Swingline Loans shall be reallocated among the Revolving Lenders in accordance with their respective Revolving Commitment Percentages (determined in accordance with the amount of each Revolving Lender’s Revolving Commitment set forth on Schedule I attached hereto), and in order to effect such reallocations, each Revolving Lender whose Revolving Commitment exceeds its Revolving Commitment immediately prior to the effectiveness of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee BankLender”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment Revolving Commitments of each Exiting Bank (as defined below) and each Bank the Lenders whose Loan Commitment after giving effect Revolving Commitments are less than their respective Revolving Commitments immediately prior to the effectiveness of this Amendment will be less than its Existing Loan Commitment (each, each an “Assignor BankLender”) ), so that the outstanding principal amount of the Loan Commitment Revolving Commitments of each Bank Revolving Lender will be as set forth on SCHEDULE Schedule I attached hereto. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders (other than any Assignee Bank requesting such Lender who has notified the Administrative Agent that it has elected not to receive a replacement Note and, if applicable, any Assignor Bank requesting such replacement Revolving Note, ) in the principal amounts amount of their respective Loan Commitment upon the effectiveness of this AmendmentRevolving Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoassignments.

Reallocations. Upon The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Amendment, the outstanding amounts amount of all Ratable Loans of the Banks having a Loan such Lender’s Commitment under the Credit Agreement prior to is as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Amendment (Amendment, the “Existing Loan Commitment”) previously made to Commitments of each of the Borrower Lenders, the outstanding amount of all outstanding Revolving Loans and the participations of the Lenders in outstanding Letters of Credit and Swingline Loans shall be reallocated among the Banks Lenders in accordance with their respective Pro Rata Share Commitment Percentages (determined in accordance with the amount of the Loan each Lender’s Commitment set forth on SCHEDULE Schedule I attached hereto. In ), and in order to effect such reallocations, the New Bank (as defined below) and each other Bank Lender whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment immediately prior to the effectiveness of this Amendment (each, each an “Assignee BankLender”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment Commitments of each Exiting Bank (as defined below) and each Bank the Lenders whose Loan Commitment Commitments after giving effect to this Amendment will be are less than its Existing Loan Commitment their respective Commitments immediately prior to the effectiveness of this Amendment (each, each an “Assignor BankLender”) ), so that after giving effect to such reallocation the outstanding principal amount of the Loan Commitment Commitments of each Bank Lender will be as set forth on SCHEDULE Schedule I attached hereto. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Revolving Notes to be provided to any the Assignor Lenders and Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, Lenders in the principal amounts amount of their respective Loan Commitment upon the effectiveness of this AmendmentCommitments as set forth on Schedule I attached hereto, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoassignments.

Reallocations. Upon The Lenders have agreed among themselves, in consultation with the effectiveness Borrower, to reallocate their respective Maximum Credit Amounts and Commitments and to, among other things, add The Royal Bank of this Amendment, the outstanding amounts of all Ratable Loans of the Banks having a Loan Commitment Canada and Credit Suisse AG as “Lenders” under the Credit Agreement prior to the effectiveness (each a “New Lender”) and permit BOKF, NA dba Bank of this Amendment Texas (the “Existing Loan CommitmentExiting Lender”) previously made to assign all of its Maximum Credit Amounts, Commitments and Loans and cease to be a Lender under the Agreement. The Administrative Agent and the Borrower hereby consent to such reallocation and the Lenders’ assignments of their Commitments, including assignments to the Borrower shall be reallocated among New Lenders and the Banks in accordance with their respective Pro Rata Share of assignment by the Loan Commitment set forth on SCHEDULE I attached heretoExiting Lender. In order On the Fifth Amendment Effective Date and after giving effect to effect such reallocations, the New Bank (Maximum Credit Amount and Commitment of each Lender shall be as defined below) set forth on Annex I of this Fifth Amendment which Annex I supersedes and replaces the Annex I to the Credit Agreement. With respect to such reallocation, each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee Bank”) Lender and the Exiting Lender shall be deemed to have purchased at par a portion of all right, title acquired or sold the Maximum Credit Amount and interest in, and all obligations in respect of, the Existing Loan Commitment of each Exiting Bank allocated to it from or to (as defined belowapplicable) and each Bank whose Loan Commitment after giving effect to this Amendment will be less than its Existing Loan Commitment (each, an “Assignor Bank”) so that the outstanding principal amount of the Loan Commitment of each Bank will be as set forth on SCHEDULE I attached hereto. Such purchases shall be deemed to have been effective by way of, and subject other Lenders pursuant to the terms and conditions of, of the Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Notes to be provided to any Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, in the principal amounts of their respective Loan Commitment upon the effectiveness of this Amendment, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignee Bank shall make the proceeds of such purchases available Assumption Agreement attached as Exhibit F to the Administrative Agent which shall then make Credit Agreement as if each such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank Lender and the other Banks shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct Exiting Lender had executed an Assignment and Assumption Agreement with respect to such reallocations allocation. In connection with this Assignment and assignments so that for purposes of this Assignment only, the aggregate principal amount of the Ratable Loans shall be held by the Banks (including Lenders, the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoLenders, the Exiting Lender, the Administrative Agent and the Borrower waive the processing and recordation fee under Section 12.06(b)(ii).

Reallocations. Upon the effectiveness of any Incremental Revolving Commitments pursuant to this AmendmentSection 2.13, the outstanding amounts of all Ratable Loans of the Banks having a Loan Commitment under the Credit Agreement (x) each Revolving Lender immediately prior to the effectiveness relevant Incremental Effective Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Incremental Revolving Commitment (each, an “Assignee BankIncremental Revolving Lender”) shall ), and each such Incremental Revolving Lender will automatically and without further act be deemed to have purchased at par assumed, a portion of all rightsuch Revolving Lender’s participations hereunder in outstanding Letters of Credit (but not, title and interest in, and all obligations in respect offor the avoidance of doubt, the Existing Loan Commitment of each Exiting Bank (as defined belowrelated Revolving Commitments) and each Bank whose Loan Commitment such that, after giving effect to this Amendment each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (y) in the case of the provision of any Increase Revolving Commitments, the Borrower shall prepay any Revolving Loans of the applicable Class held by Revolving Lenders immediately prior to the relevant Incremental Effective Date with proceeds of such Increase Revolving Commitments (which may be less than its Existing Loan effected through assignments of funded Revolving Loans of such Class from Revolving Lenders immediately prior to such increase to the relevant Incremental Lenders), as directed by the Administrative Agent such that after giving effect to such prepayment or assignments the percentage of the aggregate outstanding Revolving Loans of such Class held by each Revolving Lender holding Revolving Commitments of such Class (including Incremental Lenders holding Increase Revolving Commitments of such Class) will equal the percentage of the aggregate Revolving Commitments of such Class of all Revolving Lenders holding Revolving Commitments of such Class (including Incremental Lenders with Increase Revolving Commitments of such Class) represented by such Revolving Lender’s Revolving Commitment of such Class (eachincluding Increase Revolving Commitments of such Class). In addition, an “Assignor Bank”) so in connection with the incurrence of any Increase Term Loans, the Administrative Agent is hereby authorized to make such adjustments necessary to ensure that such Increase Term Loans are included ratably in each applicable Term Borrowing and each Lender’s Applicable Percentage of the applicable Class of Term Loans is adjusted to reflect the increased size of such Class. TheThe Administrative Agent and the Lenders hereby agree that the outstanding principal amount minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentences, and such transactions shall not be required to be effected in accordance with Section 11.06. For the avoidance of doubt, Revolving Loans and participations in Letters of Credit assigned pursuant to this Section 2.13(e) shall, upon receipt thereof by the Loan Commitment of each Bank will be as set forth on SCHEDULE I attached hereto. Such purchases shall relevant Incremental Revolving Lenders, be deemed to have been effective be Revolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by way ofsuch Incremental Revolving Lenders on the applicable Incremental Effective Date, and the terms of such Revolving Loans and participation interests (including without limitation the interest rate and maturity applicable thereto) shall be adjusted accordingly. The Letter of Credit Sublimit may be increased as part of any Incremental Revolving Commitments in an amount not to exceed the amount of such Incremental Revolving Commitments, subject to the terms and conditions of, Assignment and Assumptions without the payment consent of any related assignment fee, and, except for replacement Notes to be provided to any Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, in the principal amounts of their respective Loan Commitment upon the effectiveness of this Amendment, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoL/C Issuer.

Reallocations. Upon the effectiveness of any Incremental Revolving Commitments pursuant to this AmendmentSection 2.13, the outstanding amounts of all Ratable Loans of the Banks having a Loan Commitment under the Credit Agreement (x) each Revolving Lender immediately prior to the effectiveness relevant Incremental Effective Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Incremental Revolving Commitment (each, an “Assignee BankIncremental Revolving Lender”) shall ), and each such Incremental Revolving Lender will automatically and without further act be deemed to have purchased at par assumed, a portion of all rightsuch Revolving Xxxxxx’s participations hereunder in outstanding Letters of Credit (but not, title and interest in, and all obligations in respect offor the avoidance of doubt, the Existing Loan Commitment of each Exiting Bank (as defined belowrelated Revolving Commitments) and each Bank whose Loan Commitment such that, after giving effect to this Amendment each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (y) in the case of the provision of any Increase Revolving Commitments, the Borrower shall prepay any Revolving Loans of the applicable Class held by Revolving Lenders immediately prior to the relevant Incremental Effective Date with proceeds of such Increase Revolving Commitments (which may be less than its Existing Loan effected through assignments of funded Revolving Loans of such Class from Revolving Lenders immediately prior to such increase to the relevant Incremental Lenders), as directed by the Administrative Agent such that after giving effect to such prepayment or assignments the percentage of the aggregate outstanding Revolving Loans of such Class held by each Revolving Lender holding Revolving Commitments of such Class (including Incremental Lenders holding Increase Revolving Commitments of such Class) will equal the percentage of the aggregate Revolving Commitments of such Class of all Revolving Lenders holding Revolving Commitments of such Class (including Incremental Lenders with Increase Revolving Commitments of such Class) represented by such Revolving Lender’s Revolving Commitment of such Class (eachincluding Increase Revolving Commitments of such Class). In addition, an “Assignor Bank”) so in connection with the incurrence of any Increase Term Loans, the Administrative Agent is hereby authorized to make such adjustments necessary to ensure that such Increase Term Loans are included ratably in each applicable Term Borrowing and each Lender’s Applicable Percentage of the applicable Class of Term Loans is adjusted to reflect the increased size of such Class. The Administrative Agent and the Lenders hereby agree that the outstanding principal amount minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentences, and such transactions shall not be required to be effected in accordance with Section 11.06. For the avoidance of doubt, Revolving Loans and participations in Letters of Credit assigned pursuant to this Section 2.13(e) shall, upon receipt thereof by the Loan Commitment of each Bank will be as set forth on SCHEDULE I attached hereto. Such purchases shall relevant Incremental Revolving Lenders, be deemed to have been effective be Revolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by way ofsuch Incremental Revolving Lenders on the applicable Incremental Effective Date, and the terms of such Revolving Loans and participation interests (including without limitation the interest rate and maturity applicable thereto) shall be adjusted accordingly. The Letter of Credit Sublimit may be increased as part of any Incremental Revolving Commitments in an amount not to exceed the amount of such Incremental Revolving Commitments, subject to the terms and conditions of, Assignment and Assumptions without the payment consent of any related assignment fee, and, except for replacement Notes to be provided to any Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, in the principal amounts of their respective Loan Commitment upon the effectiveness of this Amendment, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoL/C Issuer.

Reallocations. Upon (a) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Amendment, the outstanding amounts amount of such Lender’s Commitment is as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Amendment, the Commitments of each of the Lenders, the principal amount of all Ratable Loans outstanding Revolving Loans, and the participations of the Banks having a Loan Lenders in outstanding Letters of Credit and outstanding Swingline Loans shall be reallocated among the Lenders in accordance with their respective Commitment under Percentages (determined in accordance with the Credit Agreement amount of each Lender’s Commitment set forth on Schedule I attached hereto), and in order to effect such reallocations, each Lender whose Commitment exceeds its Commitment immediately prior to the effectiveness of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee BankLender”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment Commitments of each the Exiting Bank Lenders (as defined below) and each Bank the Lenders whose Loan Commitment after giving effect Commitments are less than their respective Commitments immediately prior to the effectiveness of this Amendment will be less than its Existing Loan Commitment (each, each an “Assignor BankLender”) ), so that the outstanding principal amount of the Loan Commitment Commitments of each Bank Lender will be as set forth on SCHEDULE Schedule I attached hereto. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Revolving Notes to be provided to any the Assignor Lenders and Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, Lenders in the principal amounts of their respective Loan Commitment Commitments upon the effectiveness of this Amendment, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). . (b) Upon the effectiveness of this Amendment, the respective Commitments of Regions Bank and The Northern Trust Company (each an “Exiting Lender”) shall be terminated, and the Exiting Lenders shall cease to be Lenders under the Credit Agreement. (c) The Assignee Bank Lenders shall make the proceeds of such purchases available to the Administrative Agent which who shall then make such amounts of the proceeds of such purchases available (a) to each Assignor Bank Lender as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Revolving Loans shall be held by the Banks each such Assignor Lender shall equal such Lender’s Commitment Percentage (including the New Bank) with their respective Pro Rata Share determined in accordance with their respective Loan the amount of such Lender’s Commitment as set forth on SCHEDULE Schedule I attached hereto) of the aggregate outstanding principal amount of the Revolving Loans upon the effectiveness of this Amendment and (b) to each Exiting Lender as is necessary to repay in full the Revolving Loans owing to such Exiting Lender.

Reallocations. Upon The Agent, the Borrowers and each Lender agree that upon the effectiveness of this Amendment (the date of such effectiveness, the “Amendment Effective Date”), the amount of such Lender’s Revolving Credit Commitment is as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Amendment, the outstanding amounts Revolving Credit Commitment of each of the Lenders and the amount of all Ratable outstanding Revolving Credit Loans shall be reallocated among the Lenders in accordance with their respective Revolving Credit Commitment Percentages, and to effect such reallocations, each Lender whose Revolving Credit Commitment upon the effectiveness of the Banks having a Loan this Amendment exceeds its Revolving Credit Commitment under the Credit Agreement immediately prior to the effectiveness of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee BankLender”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Revolving Credit Commitments of the Lenders whose Revolving Credit Commitments are less than their respective Revolving Credit Commitment immediately prior to the effectiveness of each Exiting Bank (as defined below) and each Bank whose Loan Commitment after giving effect to this Amendment will be less than its Existing Loan Commitment (each, each an “Assignor BankLender”) ), so that the outstanding principal amount of the Loan Commitment Revolving Credit Commitments of each Bank Lender will be as set forth on SCHEDULE Schedule I attached hereto. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions Acceptances without the payment of any related assignment fee, and, except for replacement Revolving Credit Notes to be provided to any the Assignor Lenders and Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, Lenders in the principal amounts amount of their respective Loan Commitment upon the effectiveness of Revolving Credit Commitments (after giving effect to this Amendment), no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignee Bank On the Amendment Effective Date, the Revolving Credit Commitments of Caterpillar Financial Services Corporation (the “Exiting Lender”) shall make be terminated, all outstanding amounts due under the proceeds of such purchases available Credit Agreement and the other Loan Documents to the Administrative Agent which Exiting Lender on the Amendment Effective Date shall then make such amounts of be paid in full, and the proceeds of such purchases available Exiting Lender shall cease to each Assignor Bank as is necessary to purchase in full at par be a Lender under the Existing Loan Commitment owing to each respective Assignor BankCredit Agreement. The Assignor Banks, the Lenders and Assignee Bank and the other Banks Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments so that assignments. Further, the aggregate principal amount Administrative Agent shall make a portion of such cash settlements available to the Ratable Loans shall be held by Exiting Lender as is necessary to pay in full all outstanding amounts due under the Banks (including Credit Agreement and the New Bank) with their respective Pro Rata Share in accordance with their respective other Loan Commitment as set forth on SCHEDULE I attached heretoDocuments owing to such Exiting Lender.

Reallocations. Upon (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this AmendmentAgreement on the Restatement Effective Date, the outstanding amounts amount of all Ratable Loans of the Banks having a Loan such Lender’s Commitment under the Credit Agreement prior to is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Amendment (Agreement on the “Existing Loan Commitment”) previously made to Restatement Effective Date, the Borrower Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders in outstanding Letters of Credit shall be reallocated among the Banks Lenders in accordance with their respective Pro Rata Share Percentages (determined in accordance with the amount of the Loan each Lender’s Commitment set forth on SCHEDULE I attached Schedule II hereto. In ), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the New Bank amount of its “Commitment” under the Existing Credit Agreement (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee BankLender”) ), shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment Commitments of each Exiting Bank (as defined below) and each Bank the Lenders whose Loan Commitment after giving effect to this Amendment will be Commitments are less than its their respective “Commitments” under the Existing Loan Commitment Credit Agreement (each, each an “Assignor BankLender”) ), so that the outstanding principal amount of the Loan Commitment Commitments of each Bank Lender will be as set forth on SCHEDULE I attached Schedule II hereto. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement Notes promissory notes to be provided to any the Assignor Lenders and Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, Lenders in the principal amounts of their respective Loan Commitment upon the effectiveness of this AmendmentCommitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoassignments.

Reallocations. Upon The Agent, the Borrower and each Lender agree that upon the effectiveness of this AmendmentAgreement, the outstanding amounts amount of all Ratable Loans each of the Banks having a Loan Commitment Commitments of such Lender is as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Agreement, (a) the Commitments (as defined in the Existing Revolver Agreement) of each of the Revolving Lenders under the Existing Revolver Agreement, and the outstanding Revolving Loans (as defined in the Existing Revolver Agreement) and the participations of the Revolving Lenders in the Existing Letters of Credit and outstanding Swingline Loans (as defined in the Existing Revolver Agreement) thereunder shall be reallocated among the Revolving Lenders in accordance with their respective Revolving Commitment Percentages hereunder (it being acknowledged that, on the Effective Date, the Revolving Loans (as defined in the Existing Revolver Agreement) outstanding under the Existing Revolver Agreement will be deemed to be outstanding as Revolving Loans hereunder and the existing LIBOR rates and Interest Periods applicable thereto will remain in place for purposes of determining LIBOR with respect to the interest rate thereon until the end of the applicable interest period (unless earlier terminated in accordance with the terms hereof)), and (b) the Existing Term Loans under the Existing Term Loan Agreement shall be reallocated among the Term Loan Lenders in accordance with their respective Term Loan Commitments hereunder. To effect such reallocations, (x) each Revolving Lender who either had no Commitment (as defined in the Existing Revolver Agreement) prior to the effectiveness of this Amendment (Agreement or whose Revolving Commitment upon the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share effectiveness of the Loan this Agreement exceeds its Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined belowin the Existing Revolver Agreement) and immediately prior to the effectiveness of this Agreement (each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee BankRevolving Lender”) shall be deemed to have purchased at par all right, title and interest in, and all obligations in respect of, the Revolving Commitments from the Revolving Lenders whose Revolving Commitments are less than their respective Commitments (as defined in the Existing Revolver Agreement) immediately prior to the effectiveness of this Agreement (each an “Assignor Revolving Lender”) and all right, title and interest in, and all obligations in respect of, the Commitment (as defined in the Existing Revolver Agreement) of Citizens Bank of Pennsylvania (the “Exiting Lender”), the Commitment of which shall be terminated on the Effective Date and which shall cease to be a Lender, so that the Revolving Commitments of each Revolving Lender will be as set forth on Schedule I attached hereto, and (y) each Term Loan Lender, which either held no Existing Term Loan or whose Term Loan Commitment upon the effectiveness of this Agreement exceeds its Existing Term Loan (each an “Assignee Term Loan Lender”) shall be deemed to have purchased from the Term Loan Lenders whose Term Loan Commitments are less than the Existing Term Loans held by such Term Loan Lenders (each an “Assignor Term Loan Lender”) all right, title and interest in, that portion of the Existing Term Loans that exceeds the Term Loan Commitments of the Assignor Term Loan Lenders and all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment Term Loans of each the Exiting Bank (as defined below) and each Bank whose Loan Commitment after giving effect to this Amendment will be less than its Existing Loan Commitment (each, an “Assignor Bank”) Lender so that the outstanding principal amount of Term Loans are held by the Term Loan Commitment of each Bank will be Lenders in accordance with their respective Term Loan Commitments as set forth on SCHEDULE Schedule I attached hereto, and with respect to each Term Loan Lender whose Term Loans are being assigned in their entirety, such Term Loan Lender shall cease to be a Term Loan Lender. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Notes to be provided to any the Assignor Revolving Lenders, Assignee Bank requesting such replacement Note andRevolving Lenders, if applicableAssignor Term Loan Lenders, any Assignor Bank requesting such replacement Note, and Assignee Term Loan Lenders in the principal amounts amount of their respective Loan Commitment upon Commitments of the effectiveness of this Amendmentapplicable Class, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor BanksRevolving Lenders, the Assignee Bank Revolving Lenders, the Assignor Term Loan Lender, the Assignee Term Loan Lenders, the Exiting Lenders and the other Banks Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to the making of any Loans to be made on the Effective Date and any netting transactions effected by the Agent) with respect to such reallocations and assignments so that the aggregate outstanding principal amount of the Ratable each Class and Tranche of Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share Lenders of such Class and Tranche pro rata in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretothe amount of the Commitments of such Class (determined without giving effect to any termination of Commitments effected by the making of any such Loans) of the Lenders of such Class and Tranche.

Reallocations. Upon The Administrative Agent, the Parent and the Borrower and each Lender agree that upon the effectiveness of this Amendment, the outstanding amounts amount of all Ratable Loans of the Banks having a Loan such Lender's Commitment under the Credit Agreement prior to is as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Amendment (Amendment, the “Existing Loan Commitment”) previously made to Commitments of each of the Borrower Lenders, the outstanding amount of all outstanding Revolving Loans and the participations of the Lenders in outstanding Letters of Credit and Swingline Loans shall be reallocated among the Banks Lenders in accordance with their respective Pro Rata Share Commitment Percentages (determined in accordance with the amount of the Loan each Lender's Commitment set forth on SCHEDULE Schedule I attached hereto. In ), and in order to effect such reallocations, the New Bank (as defined below) and each other Bank Lender whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment immediately prior to the effectiveness of this Amendment (each, each an “"Assignee Bank”Lender") shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment Commitments of each Exiting Bank (as defined below) and each Bank the Lenders whose Loan Commitment Commitments after giving effect to this Amendment will be are less than its Existing Loan Commitment their respective Commitments immediately prior to the effectiveness of this Amendment (eacheach an "Assignor Lender"), an “Assignor Bank”) so that after giving effect to such reallocation the outstanding principal amount of the Loan Commitment Commitments of each Bank Lender will be as set forth on SCHEDULE Schedule I attached hereto. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Revolving Notes to be provided to any the Assignor Lenders and Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, Lenders in the principal amounts amount of their respective Loan Commitment upon the effectiveness of this AmendmentCommitments as set forth on Schedule I attached hereto, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoassignments.

Reallocations. Upon (a) The Administrative Agent, the Borrower and each Lender (including U.S. Bank National Association, as an “Additional Lender” that will become a Lender on the First Amendment Date) agree that upon the effectiveness of this Amendment, the outstanding amounts principal amount of such Lender’s Loan is as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Amendment, the principal amount of all Ratable outstanding Loans shall be reallocated among the Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender’s Loan set forth on Schedule I attached hereto), and in order to effect such reallocations, the Banks having a Additional Lender and each other Lender whose Loan Commitment under the Credit Agreement exceeds its Loan immediately prior to the effectiveness of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee BankLender”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment of each the Exiting Bank Lender (as defined below) and each Bank whose Loan Commitment after giving effect to this Amendment will be less than its Existing Loan Commitment (each), an “Assignor Bank”) so that the outstanding principal amount of the Loan Commitment of each Bank Lender will be as set forth on SCHEDULE Schedule I attached hereto. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Notes to be provided to any the Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, Lenders in the principal amounts of their respective Loan Commitment Loans upon the effectiveness of this Amendment, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). . (b) Upon the effectiveness of this Amendment and the purchase in full at par of the outstanding principal balance of the Loan owing to Regions Bank (the “Exiting Lender”), the Exiting Lender shall cease to be a Lender under the Credit Agreement. (c) The Assignee Bank Lenders shall make the proceeds of such purchases available to the Administrative Agent which who shall then make such amounts of the proceeds of such purchases available to each Assignor Bank the Exiting Lender as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoExiting Lender.

Reallocations. Upon The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Amendment, the amount of such Lender’s Revolving Committed Amount and Revolving Commitment Percentage are as set forth on Schedule 2.01 attached hereto. Simultaneously with the effectiveness of this Amendment, the Revolving Committed Amounts of each of the Lenders, the outstanding amounts amount of all Ratable outstanding Revolving Loans and the participation interests of the Banks having a Loan Lenders in any outstanding Letters of Credit and Swingline Loans shall be reallocated among the Lenders in accordance with their respective Revolving Commitment under Percentages, and in order to effect such reallocations, each Lender whose Revolving Committed Amount upon the Credit Agreement effectiveness of this Amendment exceeds its Revolving Committed Amount immediately prior to the effectiveness of this Amendment (the “Existing Loan Commitment”) previously made to the Borrower shall be reallocated among the Banks in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocations, the New Bank (as defined below) and each other Bank whose Loan Commitment after giving effect to this Amendment exceeds its Existing Loan Commitment (each, an “Assignee BankLender”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan Commitment Revolving Commitments of each Exiting Bank (as defined below) and each Bank the Lenders whose Loan Commitment after giving effect Revolving Commitments are less than their respective Revolving Committed Amounts immediately prior to the effectiveness of this Amendment will be less than its Existing Loan Commitment (each, each an “Assignor BankLender”) ), so that the outstanding principal amount of the Loan Commitment Revolving Committed Amounts of each Bank Lender will be as set forth on SCHEDULE I Schedule 2.01 attached hereto. Such purchases shall be deemed to have been effective effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Revolving Notes to be provided to any the Assignor Lenders and Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, Lenders in the principal amounts amount of their respective Loan Commitment upon the effectiveness of this AmendmentRevolving Committed Amounts, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Bank shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to each Assignor Bank as is necessary to purchase in full at par the Existing Loan Commitment owing to each respective Assignor Bank. The Assignor Banks, the Assignee Bank and the other Banks Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Banks (including the New Bank) with their respective Pro Rata Share in accordance with their respective Loan Commitment as set forth on SCHEDULE I attached heretoassignments.