Common use of Reallocations Clause in Contracts

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective Date, the amount of such Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the 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 Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments are less than their respective “Commitments” under the Existing Credit Agreement (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been 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 promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective 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 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.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon Upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the amount outstanding amounts of such Lender’s all Ratable Loans of the Banks having a Loan Commitment is as set forth on Schedule II hereto. Simultaneously with under the Credit Agreement prior to the effectiveness of this Agreement on Amendment (the Restatement Effective Date, “Existing Loan Commitment”) previously made to the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders in outstanding Letters of Credit Borrower shall be reallocated among the Lenders Banks in accordance with their respective Percentages (determined in accordance with Pro Rata Share of the amount of each Lender’s Loan Commitment set forth on Schedule II SCHEDULE I attached hereto), and in . In order to effect such reallocations, the New Bank (as defined below) and each Lender other Bank whose Loan Commitment is in an amount that after giving effect to this Amendment exceeds the amount of its “Commitment” under the Existing Credit Agreement Loan Commitment (each each, an “Assignee LenderBank”) shall be deemed to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Commitments Existing Loan Commitment of the Lenders each Exiting Bank (as defined below) and each Bank whose Commitments are Loan Commitment after giving effect to this Amendment will be less than their respective “Commitments” under the its Existing Credit Agreement Loan Commitment (each each, an “Assignor LenderBank”), ) so that the Commitments outstanding principal amount of the Loan Commitment of each Lender Bank will be as set forth on Schedule II SCHEDULE I attached hereto. Such purchases shall be deemed to have been effected 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 any requested replacement promissory notes Notes to be provided to the any Assignee Bank requesting such replacement Note and, if applicable, any Assignor Lenders and Assignee Lenders Bank requesting such replacement Note, in the principal amounts of their respective CommitmentsLoan 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 Lenders 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 Assignee Lenders the other Banks 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 assignmentsassignments 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. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon Upon the effectiveness of any Incremental Revolving Commitments pursuant to this Agreement on Section 2.13, (x) each Revolving Lender immediately prior to the Restatement relevant Incremental Effective Date, the amount Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of such Incremental Revolving Commitment (each, an “Incremental Revolving Lender”), and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders hereunder in outstanding Letters of Credit shall be reallocated among (but not, for the Lenders in accordance with their respective Percentages (determined in accordance with the amount avoidance of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect ofdoubt, the Commitments of the Lenders whose Commitments are less than their respective “related Revolving Commitments” under the Existing Credit Agreement (each an “Assignor Lender”)) such that, so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been 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 promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective 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 Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to 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 netting 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 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) with respect Agent such that after giving effect to such reallocations 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 (including Increase Revolving Commitments of such Class). In addition, 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 assignmentseach 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 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 relevant Incremental Revolving Lenders, be deemed to be Revolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by such 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 consent of each L/C Issuer.

Reallocations. Agent and Borrower acknowledge and confirm that NYTC Member has the right to dispute any Draw Request (aincluding if made after the NYTC Units Redemption) [Reserved]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 Section 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 (b) The Administrative Agentwhich agreement or determination Borrower, the 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 issues in dispute, and the next Draw Request shall reflect such re-allocations. More particularly, Borrower and each Lender Agent agree that upon if any costs were (or are) initially allocated to the effectiveness of this Agreement on FC Units or the Restatement Effective DateNYTC Units (such Units, the amount of “Overfunding Unit”) and then are re-allocated to the other Units (such Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateUnits, the 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 Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments are less than their respective “Commitments” under the Existing Credit Agreement (each an “Assignor LenderUnderfunding Unit”), so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases Building Loan Costs and Project Loan Costs allocated to the Overfunding Unit shall be deemed 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 have been effected by way ofthe Underfunding Units, and subject 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 terms reallocated items of Building Loan Costs and conditions ofProject Loan Costs, Assignment together with interest at the Interest Rate from the date of the Advance for such item, and Assumptions without the payment outstanding balance of any related assignment feethe Maximum Amount covering the Underfunding Units shall be retroactively decreased to reflect such reallocated items of Building Loan Costs and Project Loan Costs, and, except for any requested replacement promissory notes to together with interest at the Interest Rate. Corresponding adjustments shall be provided to the Assignor Lenders and Assignee Lenders made in the principal amounts applicable Budgets. In addition, if the Overfunding Unit had funded such amount not through an Advance but through a capital contribution or out of their respective Commitmentsother funds, no other documents or instruments shall be, or then a reallocation shall be required made to be, executed reflect such amount in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee 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 assignmentsapplicable Budgets.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the amount of such Lender’s Commitment is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments of each of the Lenders, the outstanding amount of all Advances outstanding Revolving Loans and the participations of the Lenders in outstanding Letters of Credit shall be reallocated among the Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II I attached hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds its Commitment immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments are less than their respective “Commitments” under Commitments immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been 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 promissory notes Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective 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 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.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Lenders and the Borrower and each Lender agree that upon the Revolving Commitment of, and Term Loans held by, each of the Lenders immediately prior to the effectiveness of this Agreement on Amendment shall be allocated among the Restatement Effective DateLenders such that, immediately after the effectiveness of this Amendment in accordance with its terms, the amount of such Lender’s Revolving Commitment is of, and Term Loans held by, each Lender shall be as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the 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 Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II hereto), and in In order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) assignments shall be deemed to have purchased 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 Commitments of same force and effect as if such assignments were evidenced by the Lenders whose Commitments are less than their respective “Commitments” under the Existing Credit Agreement (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been effected 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 any requested replacement promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments, 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 Assignor Lenders and Assignee Lenders shall Further, to effect the foregoing, each Lender agrees to make such cash settlements among themselvesin respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective), either directly or through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds (a) with respect Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on 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 reallocations Lender. The Administrative Agent, the Borrower and assignmentseach 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. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Revolving Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the amount of such Revolving Lender’s Revolving Commitment is as set forth on Schedule II I to the Credit Agreement shall be as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Revolving Commitments of each of the Revolving Lenders, the outstanding amount of all Advances 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 II I attached hereto), and in order to effect such reallocations, each Revolving Lender whose Revolving Commitment is in an amount that exceeds its Revolving Commitment immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Commitments of the Lenders whose Revolving Commitments are less than their respective “Commitments” under Revolving Commitments immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that the Revolving Commitments of each Revolving Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been 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 promissory notes Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders (other than any such Lender who has notified the Administrative Agent that it has elected not to receive a replacement Revolving Note) in the principal amounts amount of their respective Revolving 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 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.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon Upon the effectiveness of any Incremental Revolving Commitments pursuant to this Agreement on Section 2.13, (x) each Revolving Lender immediately prior to the Restatement relevant Incremental Effective Date, the amount Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of such Incremental Revolving Commitment (each, an “Incremental Revolving Lender”), and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Xxxxxx’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders hereunder in outstanding Letters of Credit shall be reallocated among (but not, for the Lenders in accordance with their respective Percentages (determined in accordance with the amount avoidance of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect ofdoubt, the Commitments of the Lenders whose Commitments are less than their respective “related Revolving Commitments” under the Existing Credit Agreement (each an “Assignor Lender”)) such that, so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been 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 promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective 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 Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to 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 netting 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 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) with respect Agent such that after giving effect to such reallocations 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 (including Increase Revolving Commitments of such Class). In addition, 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 assignmentseach 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 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 relevant Incremental Revolving Lenders, be deemed to be Revolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by such 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 consent of each L/C Issuer.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon Upon the effectiveness of any Incremental Revolving Commitments pursuant to this Agreement on Section 2.13, (x) each Revolving Lender immediately prior to the Restatement relevant Incremental Effective Date, the amount Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of such Incremental Revolving Commitment (each, an “Incremental Revolving Lender”), and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders hereunder in outstanding Letters of Credit shall be reallocated among (but not, for the Lenders in accordance with their respective Percentages (determined in accordance with the amount avoidance of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect ofdoubt, the Commitments of the Lenders whose Commitments are less than their respective “related Revolving Commitments” under the Existing Credit Agreement (each an “Assignor Lender”)) such that, so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been 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 promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective 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 Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to 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 netting 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 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) with respect Agent such that after giving effect to such reallocations 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 (including Increase Revolving Commitments of such Class). In addition, 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 assignmentseach 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 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 relevant Incremental Revolving Lenders, be deemed to be Revolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by such 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 consent of each L/C Issuer.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the outstanding principal amount of such Lender’s Commitment Loan is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the LendersAmendment, the outstanding principal amount of all Advances and the participations of the Lenders in outstanding Letters of Credit Loans shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with so that they are held by the amount of each Lender’s Commitment Lenders as set forth on Schedule II I attached hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that Loan exceeds its Loan immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments Loans of the Lenders whose Commitments Loans are less than their respective “Commitments” under Loans immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that the Commitments Loan of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been 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 promissory notes Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective CommitmentsLoans, 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 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.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the amount of such Lender’s Commitment is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments of each of the Lenders, the outstanding principal amount of all Advances outstanding Revolving Loans, and the participations of the Lenders in outstanding Letters of Credit and outstanding Swingline Loans shall be reallocated among the Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II I attached hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds its Commitment immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased at par all right, title and interest in, and all obligations in respect of, the Commitments of the Exiting Lenders (defined below) and the Lenders whose Commitments are less than their respective “Commitments” under Commitments immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been 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 promissory notes Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective CommitmentsCommitments 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 Assignor Northern Trust Company (each an “Exiting Lender”) shall be terminated, and the Exiting Lenders and shall cease to be Lenders under the Credit Agreement. (c) The Assignee Lenders shall make the proceeds of such cash settlements among themselves, through the Administrative Agent, as purchases available to the Administrative Agent may direct who shall then make such amounts of the proceeds of such purchases available (after giving effect a) to any netting effected each Assignor Lender as is necessary so that the aggregate principal amount of Revolving Loans held by each such Assignor Lender shall equal such Lender’s Commitment Percentage (determined in accordance with the Administrative Agentamount of such Lender’s Commitment set forth on Schedule I attached hereto) with respect 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 reallocations and assignmentsExiting Lender.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower Borrowers and each Lender agree that upon the effectiveness of this Agreement on Amendment (the Restatement date of such effectiveness, the “Amendment Effective Date”), the amount of such Lender’s Revolving Credit Commitment is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments Revolving Credit Commitment of each of the Lenders, Lenders and the outstanding amount of all Advances and the participations of the Lenders in outstanding Letters of Revolving Credit Loans shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Revolving Credit Commitment set forth on Schedule II hereto)Percentages, and in order to effect such reallocations, each Lender whose Revolving Credit Commitment is in an amount that upon the effectiveness of this Amendment exceeds its Revolving Credit Commitment immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Credit Commitments of the Lenders whose Revolving Credit Commitments are less than their respective “Commitments” under Revolving Credit Commitment immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that the Revolving Credit Commitments of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been 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 any requested replacement promissory notes Revolving Credit Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective CommitmentsRevolving 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). On the Amendment Effective Date, the Revolving Credit Commitments of Caterpillar Financial Services Corporation (the “Exiting Lender”) shall be terminated, all outstanding amounts due under the Credit Agreement and the other Loan Documents to the Exiting Lender on the Amendment Effective Date shall be paid in full, and the Exiting Lender shall cease to be a Lender under the Credit Agreement. The Assignor Lenders and Assignee 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. Further, the Administrative Agent shall make a portion of such cash settlements available to the Exiting Lender as is necessary to pay in full all outstanding amounts due under the Credit Agreement and the other Loan Documents owing to such Exiting Lender.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAgreement, the amount of each of the Commitments of such Lender’s Commitment Lender is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAgreement, (a) the Commitments (as defined in the Existing Revolver Agreement) of each of the LendersRevolving Lenders under the Existing Revolver Agreement, and the outstanding amount of all Advances Revolving Loans (as defined in the Existing Revolver Agreement) and the participations of the Revolving Lenders in outstanding 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 (determined 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 amount of each Lender’s Commitment set forth on Schedule II heretoterms hereof)), and (b) the Existing Term Loans under the Existing Term Loan Agreement shall be reallocated among the Term Loan Lenders in order to accordance with their respective Term Loan Commitments hereunder. To effect such reallocations, (x) each Revolving Lender whose who either had no Commitment is (as defined in an amount that exceeds the amount of its “Commitment” under the Existing Credit Revolver Agreement) prior to the effectiveness of this Agreement or whose Revolving Commitment upon the effectiveness of this Agreement exceeds its Commitment (as defined in the Existing Revolver Agreement) immediately prior to the effectiveness of this Agreement (each an “Assignee Revolving Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Commitments of from the Revolving Lenders whose Revolving Commitments are less than their respective “Commitments” under Commitments (as defined in the Existing Credit 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 II 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 Term Loans of the Exiting Lender so that the Term Loans are held by the Term Loan Lenders in accordance with their respective Term Loan Commitments as set forth on 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 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 promissory notes Notes to be provided to the Assignor Lenders Revolving Lenders, Assignee Revolving Lenders, Assignor Term Loan Lenders, and Assignee Term Loan Lenders in the principal amounts amount of their respective CommitmentsCommitments of the applicable 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 Assignor Revolving Lenders, the Assignee Revolving Lenders, the Assignor Term Loan Lender, the Assignee Term Loan Lenders, the Exiting Lenders and Assignee the other 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 Administrative Agent) with respect to such reallocations and assignmentsassignments so that the aggregate outstanding principal amount of each Class and Tranche of Loans shall be held by the Lenders of such Class and Tranche pro rata in accordance with the 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. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective Date, the amount of such Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the 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 Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) ), shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments are less than their respective “Commitments” under the Existing Credit Agreement (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been 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 promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective 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 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.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon Upon the effectiveness of any Incremental Revolving Commitments pursuant to this Agreement on Section 2.13, (x) each Revolving Lender immediately prior to the Restatement relevant Incremental Effective Date, the amount Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of such Incremental Revolving Commitment (each, an “Incremental Revolving Lender”), and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders hereunder in outstanding Letters of Credit shall be reallocated among (but not, for the Lenders in accordance with their respective Percentages (determined in accordance with the amount avoidance of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect ofdoubt, the Commitments of the Lenders whose Commitments are less than their respective “related Revolving Commitments” under the Existing Credit Agreement (each an “Assignor Lender”)) such that, so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been 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 promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective 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 Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to 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 netting 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 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) with respect Agent such that after giving effect to such reallocations 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 (including Increase Revolving Commitments of such Class). In addition, 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 assignmentseach 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 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 relevant Incremental Revolving Lenders, be deemed to be Revolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by such 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 consent of each L/C Issuer.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the amount of such Lender’s Commitment is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments of each of the Lenders, the outstanding amount of all Advances outstanding Revolving Loans and the participations of the Lenders in outstanding Letters of Credit and Swingline Loans shall be reallocated among the Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II I attached hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that after giving effect to this Amendment exceeds its Commitment immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments after giving effect to this Amendment are less than their respective “Commitments” under Commitments immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that after giving effect to such reallocation the Commitments of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been 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 promissory notes Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective CommitmentsCommitments 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 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.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon Upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the aggregate outstanding principal amount of such Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with all Loans under the Credit Agreement immediately prior to the effectiveness of this Agreement on Amendment (the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders in outstanding Letters of Credit “Existing Loans”) shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the outstanding principal amount of each such Lender’s Commitment Loan set forth on Schedule II 2.01 attached hereto), and in . In order to effect such reallocations, the New Lender (as defined below) and each other Lender whose Commitment is in an amount that Loan after giving effect to this Amendment exceeds the amount of its “Commitment” under the Existing Credit Agreement Loan (each each, an “Assignee 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 Commitments Existing Loan of the Lenders Exiting Lender (as defined below) and each Lender whose Commitments are Loan after giving effect to this Amendment will be less than their respective “Commitments” under the its Existing Credit Agreement Loan (each each, an “Assignor Lender”), ) so that the Commitments outstanding principal amount of the Loan of each Lender will be as set forth on Schedule II 2.01 attached hereto. Such purchases shall be deemed to have been 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 promissory notes Notes to be provided to the any Assignee Lender requesting such replacement Note and, if applicable, any Assignor Lenders and Assignee Lenders Lender requesting such replacement Note, in the principal amounts of their respective CommitmentsLoan 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 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 the Assignor Lenders as is necessary to purchase in full at par the Existing Loans owing to the Assignor Lender. The Assignor Lenders, the Assignee Lenders and Assignee the other 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 assignmentsassignments so that the aggregate outstanding principal amount of the Loans shall be held by the Lenders (including the New Lender) pro rata in accordance with their respective Credit Percentages as set forth on Schedule 2.01 attached hereto.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on Amendment (the Restatement date of such effectiveness, the “Amendment Effective Date”), the amount of such Lender’s Revolving Commitment is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments Revolving Commitment of each of the Lenders, the outstanding amount of all Advances outstanding Revolving Loans and the participations participation interests of the Lenders in any outstanding Letters of Credit and Swingline Loans shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II hereto)Percentages, and in order to effect such reallocations, each Lender whose Revolving Commitment is in an amount that upon the effectiveness of this Amendment exceeds its Revolving Commitment immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Commitments of the Lenders whose Revolving Commitments are less than their respective “Commitments” under Revolving Commitment immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that the Revolving Commitments of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been 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 promissory notes Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective CommitmentsRevolving 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). On the Amendment Effective Date, the Revolving Commitments of each of UBS Loan Finance LLC and City National Bank (each, an “Exiting Lender”) shall be terminated, all outstanding amounts due under the Credit Agreement and the other Loan Documents to the Exiting Lenders on the Amendment Effective Date shall be paid in full, and each Exiting Lender shall cease to be a Lender under the Credit Agreement. The Assignor Lenders and Assignee 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. Further, the Administrative Agent shall make a portion of such cash settlements available to the Exiting Lenders as is necessary to pay in full all outstanding amounts due under the Credit Agreement and the other Loan Documents owing to such Exiting Lenders.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the amount of such Lender’s Revolving Committed Amount and Revolving Commitment is Percentage are as set forth on Schedule II 2.01 attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments Revolving Committed Amounts of each of the Lenders, the outstanding amount of all Advances outstanding Revolving Loans and the participations participation interests of the Lenders in any outstanding Letters of Credit and Swingline Loans shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Revolving Commitment set forth on Schedule II hereto)Percentages, and in order to effect such reallocations, each Lender whose Commitment is in an amount that Revolving Committed Amount upon the effectiveness of this Amendment exceeds its Revolving Committed Amount immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Commitments of the Lenders whose Revolving Commitments are less than their respective “Commitments” under Revolving Committed Amounts immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that the Commitments Revolving Committed Amounts of each Lender will be as set forth on Schedule II 2.01 attached hereto. Such purchases shall be deemed to have been 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 promissory notes Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective CommitmentsRevolving 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 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.

Reallocations. (a) [Reserved]. (b) 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 Agreement on the Restatement Effective DateAmendment, the outstanding principal amount of such Lender’s Commitment Loan is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments of each of the Lenders, the outstanding principal amount of all Advances and the participations of the Lenders in outstanding Letters of Credit Loans shall be reallocated among the Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender’s Commitment Loan set forth on Schedule II I attached hereto), and in order to effect such reallocations, the Additional Lender and each other Lender whose Commitment is in an amount that Loan exceeds its Loan immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee 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 Commitments Loan of the Lenders whose Commitments are less than their respective “Commitments” under the Existing Credit Agreement Exiting Lender (each an “Assignor Lender”defined below), so that the Commitments outstanding principal amount of the Loan of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been 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 promissory notes Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective CommitmentsLoans 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 Assignor Lenders and Assignee Lenders shall make the proceeds of such cash settlements among themselves, through the Administrative Agent, as purchases available to the Administrative Agent may direct (after giving effect who shall then make such amounts of the proceeds of such purchases available to any netting effected by the Administrative Agent) with respect Exiting Lender as is necessary to such reallocations and assignmentspurchase in full at par the Loan owing to the Exiting Lender.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Parent and the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the amount of such Lender’s 's Commitment is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments of each of the Lenders, the outstanding amount of all Advances outstanding Revolving Loans and the participations of the Lenders in outstanding Letters of Credit and Swingline Loans shall be reallocated among the Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender’s 's Commitment set forth on Schedule II I attached hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that after giving effect to this Amendment exceeds its Commitment immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “"Assignee Lender”") shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments after giving effect to this Amendment are less than their respective “Commitments” under Commitments immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “"Assignor Lender”"), so that after giving effect to such reallocation the Commitments of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been 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 promissory notes Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective CommitmentsCommitments 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 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.

Reallocations. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Maximum Credit Amounts and Commitments and to, among other things, add The Royal Bank of Canada and Credit Suisse AG as “Lenders” under the Credit Agreement (aeach a “New Lender”) [Reserved]. and permit BOKF, NA dba Bank of Texas (bthe “Exiting Lender”) to assign all of its Maximum Credit Amounts, Commitments and Loans and cease to be a Lender under the Agreement. The Administrative AgentAgent and the Borrower hereby consent to such reallocation and the Lenders’ assignments of their Commitments, including assignments to the New Lenders and the assignment by the Exiting Lender. On the Fifth Amendment Effective Date and after giving effect to such reallocations, the Borrower Maximum Credit Amount and Commitment of each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective Date, the amount of such Lender’s Commitment is shall be as set forth on Schedule II hereto. Simultaneously with the effectiveness Annex I of this Agreement on Fifth Amendment which Annex I supersedes and replaces the Restatement Effective Date, Annex I to the 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 Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II hereto), and in order Agreement. With respect to effect such reallocationsreallocation, each Lender whose Commitment is in an amount that exceeds and the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) Exiting Lender shall be deemed to have purchased all right, title acquired or sold the Maximum Credit Amount and interest in, and all obligations in respect of, the Commitments Commitment allocated to it from or to (as applicable) each of the other Lenders whose Commitments are less than their respective “Commitments” under the Existing Credit Agreement (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been effected by way of, and subject pursuant to the terms and conditions of, of the Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes to be provided Assumption Agreement attached as Exhibit F to the Assignor Lenders Credit Agreement as if each such Lender and Assignee Lenders in the principal amounts of their respective Commitments, no other documents or instruments shall be, or shall be required to be, Exiting Lender had executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders an Assignment and Assignee 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) Assumption Agreement with respect to such reallocations allocation. In connection with this Assignment and assignmentsfor purposes of this Assignment only, the Lenders, the New Lenders, the Exiting Lender, the Administrative Agent and the Borrower waive the processing and recordation fee under Section 12.06(b)(ii).