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 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 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 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 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 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 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 (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 (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 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 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 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 ▇▇▇▇▇▇’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 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 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 not be reallocated entitled to require that Lender reallocate Loan proceeds from any Allocation to any other Allocations. Borrower may request Lender to make a reallocation of Loan proceeds among one or more Allocations (including any "Contingency" Allocation) in 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 Budget; provided, however, any 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”) reallocation shall be deemed in Lender's sole and absolute discretion, except Lender shall not unreasonably withhold its consent for a requested Reallocation from a "Contingency" to have purchased at par a portion of all right, title and interest in, and all obligations in respect of, another Allocation. To 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 extent the outstanding principal amount of the Loan Commitment proceeds actually needed and disbursed for any Allocation is less than the amount of each Bank will the Allocation, and the use of those Loan proceeds are not otherwise reallocated as herein provided, then such unused Loan proceeds shall not be as set forth on SCHEDULE I attached heretoavailable for Advances. Such purchases If any Loan proceeds are reallocated at the request of Borrower and in accordance with this Section 2.6, then the Budget shall be deemed amended in accordance with such reallocation. Lender reserves the right, at its option, to disburse, while an Event of Default exists, Loan proceeds allocated to any of the Allocations for such other purposes or in such different proportions as Lender may, in its sole discretion, deem necessary or advisable. Notwithstanding the foregoing, Borrower shall have been effective by way ofthe right to reallocate amounts in any Allocation (exclusive of the Allocations for the interest reserve or reserves for taxes and insurance) to any other Allocation in an amount not to exceed $25,000.00 per any individual reallocation, 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$100,000.00, in the principal amounts of their respective Loan Commitment aggregate, from any such Allocation, whether made at one or multiple times, upon the effectiveness of this Amendment, no other documents or instruments shall be, or shall be required prior written notice to be, executed in connection with such assignments Lender (all of which are hereby waiveda "Permitted Reallocation"). 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 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 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 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 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 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.

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 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 Company may elect, by written notice to DLJ and SSB received by them by 5:00pm, New York time, on January 25, 2001, to reallocate underwriting commitments for up to $50 million aggregate principal amount of Offered Securities from DLJ and SSB to up to six Purchasers or other persons reasonably satisfactory to DLJ and SSB (the effectiveness "Reallocation Purchasers"). The Company's notice must specify the names of the Reallocation Purchasers and the respective principal amounts (the "Reallocation Amounts") of Offered Securities to be reallocated to and underwritten by them. If (i) the Company makes such a reallocation election and (ii) any Reallocation Purchasers that are not Purchasers (x) are reasonably satisfactory to DLJ and SSB and (y) authorize DLJ and SSB to act for them to commit to this AmendmentSection and otherwise under this Agreement, then the underwriting commitments of DLJ and SSB hereunder to purchase Offered Securities shall be reduced by the aggregate Reallocation Amounts (such reduction to be applied approximately evenly between DLJ and SSB, or as they may agree) and the Reallocation Purchasers shall be obligated severally to purchase their respective Reallocation Amounts of such Offered Securities. As used in this Agreement, the outstanding amounts term "Purchaser" includes any Reallocation Purchaser under this Section. 23 If the foregoing is in accordance with the Purchasers' understanding of all Ratable Loans our agreement, kindly sign and return to us one of the Banks having counterparts hereof, whereupon it will become a Loan Commitment under binding agreement between the Credit Company and the several Purchasers in accordance with its terms. Very truly yours, AMERICAN TOWER CORPORATION By ------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇ Chief Financial Officer The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written. DONALDSON, LUFKIN, ▇▇▇▇▇▇▇▇ SECURITIES CORPORATION, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC., BNY CAPITAL MARKETS, INC., DEUTSCHE BANC ALEX. ▇▇▇▇▇, GOLDMAN, SACHS & CO., ▇▇▇▇▇▇ BROTHERS INC., CHASE SECURITIES INC., RBC DOMINION SECURITIES CORPORATION, SCOTIA CAPITAL (USA) INC., TD SECURITIES (USA) INC. By ▇▇▇▇▇▇▇▇▇, LUFKIN, ▇▇▇▇▇▇▇▇ SECURITIES CORPORATION By --------------------------------------------------- Name: Title: By ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC. By --------------------------------------------------- Name: Title: For themselves and the other several Purchasers named in Schedule A to the foregoing Agreement. SCHEDULE A Principal Amount Purchasers Offered Securities ---------- ------------------ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Securities Corporation.... $ 290,002,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. ............................ 290,002,000 BNY Capital Markets, Inc.............................. 83,333,000 Deutsche Banc. ▇▇▇▇ ▇▇▇▇▇, Inc. ...................... 83,333,000 ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co................................... 83,333,000 ▇▇▇▇▇▇ Brothers Inc................................... 83,333,000 Chase Securities Inc.................................. 21,666,000 RBC Dominion Securities Corporation .................. 21,666,000 Scotia Capital (USA) Inc.............................. 21,666,000 ---------------- TD Securities (USA) Inc............................... 21,666,000 ---------------- Total........................................ $ 1 ,000,000,000 ---------------- SCHEDULE B Letter of Independent Public Accountants Referred to in Section 6(a) (i) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, on the unaudited financial statements incorporated by reference or included in the Offering Document and in the Exchange Act Reports; (ii) on the basis of the review referred to in clause (i) above, a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that: (A) the unaudited financial statements incorporated by reference in the Offering Document or in the Exchange Act Reports do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations thereunder or any material modifications should be made to such unaudited financial statements for them to be in conformity with generally accepted accounting principles; or (B) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the effectiveness date of this Amendment Agreement, there was any change in the capital stock or any increase in short-term debt or long-term debt of the Company and its consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, as compared with amounts shown on the latest balance sheet incorporated by reference in the Offering Document; and (iii) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained or incorporated by reference in the “Existing Loan Commitment”Offering Document and the Exchange Act Reports (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company's accounting system or are derived directly from such records by analysis or computation) previously with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter. SCHEDULE C Letter of Independent Public Accountants Referred to in Section 6(b) (i) in their opinion the financial statements and schedules examined by them and incorporated by reference in the Offering Document comply in form in all material respects with the applicable accounting requirements of the Act and the related published rules and regulations thereunder; (ii) on the basis of the review referred to in clause (i) above and to the extent applicable, a reading of the latest available interim financial statements of the company for which they performed the procedures specified in this Schedule C (each an "Audited Company"), inquiries of officials of the Audited Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that: (A) the unaudited financial statements incorporated by reference in the Offering Document or in the Exchange Act Reports do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations thereunder or any material modifications should be made to such unaudited financial statements for them to be in conformity with generally accepted accounting principles; (B) at the Borrower shall date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the date of this Agreement, there was any change in the capital stock or any increase in short-term debt or long-term debt of the Audited Company and its consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net current assets or net assets, as compared with amounts shown on the latest balance sheet incorporated by reference in the Offering Document; or (C) for the period from the closing date of the latest income statement included in the Offering Document to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year and with the period of corresponding length ended the date of the latest income statement incorporated by reference in the Offering Document, in consolidated net revenues, operating income (defined as net revenues less operating expenses, excluding depreciation, amortization and corporate expenses) or in other income and expense, net, or in the total amounts of consolidated income (loss) before extraordinary items or net income (loss); except in all cases set forth in clauses (B) and (C) above for changes, increases or decreases which the Offering Document discloses have occurred or may occur or which are described in such letter; and (iii) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained or incorporated by reference in the Offering Document (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the entity whose financial statements they have audited subject to the internal controls of such entity's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be reallocated among in agreement with such results, except as otherwise specified in such letter. SCHEDULE D-1 Opinion of ▇▇▇▇▇▇▇▇ & Worcester, Counsel for the Banks Company Referred to in Section 6(d) (i) Each of the Company and its subsidiaries listed on Annex I hereto has been duly incorporated (or formed, as the case may be) and each of the Company and its subsidiaries is an existing corporation (or limited partnership or limited liability company, as the case may be) in good standing under the laws of the jurisdiction of its incorporation, with corporate, partnership or limited liability company power and authority to own its properties and conduct its business as described in the Offering Document; and is duly qualified to do business as a foreign corporation (or other entity) in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not individually have a material adverse effect on the Company and its subsidiaries taken as a whole; (ii) All outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable; (iii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement, the Indenture or the Registration Rights Agreement in connection with the issuance or sale of the Offered Securities by the Company, except that such counsel need not express any opinion as to (x) such as may be required by the Communications Act, or the rules, regulations and orders of the FCC promulgated thereunder, (y) such as may be required by the Blue Sky laws of the several states of the United States and (z) in the case of the Registration Rights Agreement, such as may be required under the Securities Act; (iv) The execution, delivery and performance by the Company of the Indenture, the Registration Rights Agreement and this Agreement, the issuance and sale of the Offered Securities and compliance with the respective terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or, to such counsel's knowledge, any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound including, but not limited to, the Credit Agreement, or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws of the Company or any such subsidiary, except that such counsel need not express any opinion with respect to the Communications Act, or the rules, regulations and orders of the FCC promulgated thereunder, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement; (v) Such counsel have no reason to believe that the Offering Document, or any amendment or supplement thereto, or any Exchange Act Report as of the date hereof and as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; the descriptions in the Offering Document and the Exchange Act Reports of statutes, legal and governmental proceedings and contracts and other documents are accurate in all material respects and fairly present the information required to be shown; it being understood that such counsel need express no opinion as to the financial statements or schedules or other financial data contained or incorporated by reference in the Offering Document and the Exchange Act Reports; Opinion of ▇▇▇▇ & ▇▇▇▇, Counsel for the Company Referred to in Section 6(d) (i) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles and conforms in all material respects to the description thereof in the Offering Document; except that such counsel need not express any opinion concerning the validity or enforceability of Section 6 thereof; (ii) The Indenture and the Offered Securities have been duly authorized by the Company; the Indenture and the Offered Securities constitute valid and legally binding obligations of the Company enforceable in accordance with their respective Pro Rata Share of the Loan Commitment set forth on SCHEDULE I attached hereto. In order to effect such reallocationsterms, 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 bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the terms Indenture and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Notes Offered Securities conform to be provided to any Assignee Bank requesting such replacement Note and, if applicable, any Assignor Bank requesting such replacement Note, the descriptions thereof contained 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 beOffering Document; (iii) This Agreement has been duly authorized, executed and delivered by the Company; and (iv) It is not necessary in connection with (i) the offer, sale and delivery of the Offered Securities by the Company to the several Purchasers pursuant to this Agreement or (ii) the resales of the Offered Securities by the several Purchasers in the manner contemplated by this Agreement to register the Offered Securities under the Securities Act or to qualify an indenture in respect of the Offered Securities under the Trust Indenture Act. SCHEDULE E Opinion of Counsel of the Company Referred to in Section 6(i) (i) No consent, approval, authorization, order or waiver of, or filing with, the Federal Communications Commission (the "FCC") under the Communications Act of 1934, as amended (the "Communications Act"), and the published policies, rules and regulations of the FCC is required to be obtained or made for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Offered Securities where the failure to obtain such assignments consent, approval, authorization, order or waiver or to make such filing would have a material adverse effect on the Company and its subsidiaries taken as a whole; (all ii) The execution, delivery and performance of which are hereby waived). The Assignee Bank shall make this Agreement and the proceeds consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of, or constitute a default under the Communications Act or any FCC regulation, rule, published policy or order that would have a material adverse effect on the Company and its subsidiaries taken as a whole; and (iii) To the knowledge 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.cou