Common use of Reallocations Clause in Contracts

Reallocations. The Administrative Agent, the Lenders and the Borrower agree that the Revolving Commitment of, and Term Loans held by, each of the Lenders immediately prior to the effectiveness of this Amendment shall be allocated among the Lenders such that, immediately after the effectiveness of this Amendment in accordance with its terms, the Revolving Commitment of, and Term Loans held by, each Lender shall be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Assumption (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective), either directly or through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit and (b) Term Loans in the principal amount set forth on Schedule I attached hereto for such 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. The Administrative AgentUpon the effectiveness of any Incremental Revolving Commitments pursuant to this Section 2.13, (x) each Revolving Lender immediately prior to the relevant Incremental Effective Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of such Incremental Revolving Commitment (each, an “Incremental Revolving Lender”), and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit (but not, for the avoidance of doubt, the related Revolving Commitments) such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (y) in the case of the provision of any Increase Revolving Commitments, the Borrower agree that the shall prepay any Revolving Commitment of, and Term Loans held by, each of the applicable Class held by Revolving Lenders immediately prior to the effectiveness relevant Incremental Effective Date with proceeds of this Amendment shall be allocated among the Lenders such that, immediately after the effectiveness of this Amendment in accordance with its terms, the Increase Revolving Commitment of, and Term Loans held by, each Lender shall be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as Commitments (which may be necessary, and with the same force and effect as if such effected through assignments were evidenced by the applicable Assignment and Assumption (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding funded Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement of such Class from Revolving Lenders immediately prior to such increase to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effectiverelevant Incremental Lenders), either directly or through the Administrative Agent, ; as directed by the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds (a) 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 to its the percentage of the aggregate Revolving Commitment Percentage Commitments of such Class of all Revolving Lenders holding Revolving Commitments of such Class (based on the including Incremental Lenders with Increase Revolving Commitments of such Class) represented by such Revolving Lender’s Revolving Commitment of such Class (including Increase Revolving Commitments of such Class). In addition, in connection with the incurrence of any Increase Term Loans, the Administrative Agent is hereby authorized to make such adjustments necessary to ensure that such Increase Term Loans are included ratably in each Lender as set forth on Schedule I attached hereto) 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 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 then outstanding and participations in Letters of Credit and (bassigned pursuant to this Section 2.13(e) Term Loans in shall, upon receipt thereof by the principal amount set forth on Schedule I attached hereto for such Lender. The Administrative Agentrelevant Incremental Revolving Lenders, the Borrower and each Lender confirm that the amounts of each Lender’s Revolving Commitment be deemed to be effectiveRevolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by such Incremental Revolving Lenders on the applicable Incremental Effective Date, and the outstanding principal 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 Term Loans such Incremental Revolving Commitments, subject to be held by consent of each Lender, in each case, on the date this Amendment becomes effective, are as set forth on Schedule I attached heretoL/C Issuer.

Reallocations. The Administrative Agent, the Lenders Borrower and the Borrower each Lender agree that upon the Revolving effectiveness of this Amendment, the amount of such Lender’s Commitment ofis as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Amendment, and Term Loans held by, the Commitments of each of the Lenders, the outstanding amount of all outstanding Revolving Loans and the participations of the Lenders in outstanding Letters of Credit shall be reallocated among the Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule 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 (each an “Assignee Lender”) shall be allocated among deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders such that, whose Commitments are less than their respective Commitments immediately after prior to the effectiveness of this Amendment in accordance with its terms(each an “Assignor Lender”), so that the Revolving Commitment of, and Term Loans held by, Commitments of each Lender shall will be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments Such purchases shall be deemed to be made among the Lenders in such amounts as may be necessaryhave been effected by way of, and with subject to the same force terms and effect as if such assignments were evidenced by the applicable conditions of, Assignment and Assumption (but 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 in the principal amount of their respective Commitments, no other documents or instruments shall be, or shall be required to be be, executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to The Assignor Lenders and Assignee Lenders shall make such cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective)among themselves, either directly or 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 that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding reallocations 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 heretoassignments.

Reallocations. The Administrative AgentUpon the effectiveness of this Amendment, the Lenders and the Borrower agree that the Revolving Commitment of, and Term outstanding amounts of all Ratable Loans held by, each of the Lenders immediately 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 allocated reallocated among the Lenders such that, immediately after the effectiveness of this Amendment Banks in accordance with its terms, their respective Pro Rata Share of the Revolving Loan 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, assignments 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 be made among the Lenders in such amounts as may be necessaryhave purchased at par a portion of all right, title and interest in, and with all obligations in respect of, the same force 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 if such assignments were evidenced set forth on SCHEDULE I attached hereto. Such purchases shall be deemed to have been effective by way of, and subject to the applicable terms and conditions of, Assignment and Assumption (but Assumptions without the payment of any related assignment fee), and 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 be, executed in connection with such assignments (all of which such requirements are hereby waived). FurtherThe 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, to effect the foregoing, each Lender agrees to Assignee Bank and the other Banks shall make such cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective)among themselves, either directly or through the Administrative Agent, as the Administrative Agent may direct (after giving effect with respect to any netting effected such reallocations and assignments so that the aggregate principal amount of the Ratable Loans shall be held by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds Banks (aincluding the New Bank) Revolving Loans equal to its Revolving with their respective Pro Rata Share in accordance with their respective Loan Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit and (b) Term Loans in the principal amount set forth on Schedule I attached hereto for such 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 SCHEDULE I attached hereto.

Reallocations. The Administrative AgentAgent and Borrower acknowledge and confirm that NYTC Member has the 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 Section 3.20, no such dispute shall abrogate, nullify or modify any Draw Request or any portion thereof.) Agent and Borrower further acknowledge that, following the resolution by agreement between the Members of any such dispute (which agreement or determination Borrower, the Lenders Members, and Agent shall accept as final and binding), Borrower shall reallocate Building Loan Costs and Project Loan Costs between the FC Units and the NYTC Units as necessary to reflect the resolution or arbitration of the issues in dispute, and the next Draw Request shall reflect such re-allocations. More particularly, Borrower and Agent agree that if any costs were (or are) initially allocated to the Revolving Commitment ofFC Units or the NYTC Units (such Units, the “Overfunding Unit”) 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 Term Loans held by, each the Building Loan Costs and Project Loan Costs of the Lenders immediately prior to the effectiveness of this Amendment Underfunding Units shall be allocated among likewise increased. In such event, at the Lenders such that, immediately after the effectiveness of this Amendment in accordance with its termsnext Draw Request, the Revolving Commitment of, and Term Loans held by, each Lender Maximum Amount covering the Overfunding Unit shall be as set forth on Schedule I attached hereto. In order retroactively increased to effect such reallocationsreflect the reallocated items of Building Loan Costs and Project Loan Costs, assignments shall be deemed to be made among together with interest at the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Assumption (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on Interest Rate from the date that this Amendment becomes effective), either directly or through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit and (b) Term Loans in the principal amount set forth on Schedule I attached hereto Advance for such Lender. The Administrative Agent, the Borrower and each Lender confirm that the amounts of each Lender’s Revolving Commitment to be effectiveitem, and the outstanding principal 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 Term Loans other funds, then a reallocation shall be made to be held by each Lender, reflect such amount in each case, on the date this Amendment becomes effective, are as set forth on Schedule I attached heretoapplicable Budgets.

Reallocations. The Administrative AgentCompany 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 "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 Section 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 Lenders term "Purchaser" includes any Reallocation Purchaser under this Section. 23 If the foregoing is in accordance with the Purchasers' understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the Borrower agree that the Revolving Commitment of, and Term Loans held by, each of the Lenders immediately prior to the effectiveness of this Amendment shall be allocated among the Lenders such that, immediately after the effectiveness of this Amendment several Purchasers in accordance with its terms. Very truly yours, AMERICAN TOWER CORPORATION By ------------------------- Xxxxxx X. Xxxx Chief Financial Officer The foregoing Purchase Agreement is hereby confirmed and accepted as of the Revolving Commitment ofdate first above written. DONALDSON, LUFKIN, XXXXXXXX SECURITIES CORPORATION, XXXXXXX XXXXX XXXXXX INC., BNY CAPITAL MARKETS, INC., DEUTSCHE BANC ALEX. XXXXX, GOLDMAN, SACHS & CO., XXXXXX BROTHERS INC., CHASE SECURITIES INC., RBC DOMINION SECURITIES CORPORATION, SCOTIA CAPITAL (USA) INC., TD SECURITIES (USA) INC. By XXXXXXXXX, LUFKIN, XXXXXXXX SECURITIES CORPORATION By --------------------------------------------------- Name: Title: By XXXXXXX XXXXX XXXXXX INC. By --------------------------------------------------- Name: Title: For themselves and Term Loans held by, each Lender shall be as set forth on the other several Purchasers named in Schedule I attached hereto. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Assumption (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party A to the Credit Agreement immediately prior foregoing Agreement. SCHEDULE A Principal Amount Purchasers Offered Securities ---------- ------------------ Xxxxxxxxx, Xxxxxx, Xxxxxxxx Securities Corporation.... $ 290,002,000 Xxxxxxx Xxxxx Xxxxxx Inc. ............................ 290,002,000 BNY Capital Markets, Inc.............................. 83,333,000 Deutsche Banc. Xxxx Xxxxx, Inc. ...................... 83,333,000 Xxxxxxx, Xxxxx & Co................................... 83,333,000 Xxxxxx 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 the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effectivein Section 6(a), either directly or through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit and (b) Term Loans in the principal amount set forth on Schedule I attached hereto for such 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. The Administrative Agent, the Lenders and the Borrower agree that the Revolving Commitment of, and Term Loans held by, each of the Lenders immediately prior to Upon the effectiveness of this Amendment shall be allocated among the Lenders such that, immediately after the effectiveness of this Amendment in accordance with its termsAmendment, the Revolving Commitment of, and Term aggregate outstanding principal amount of all Loans held by, each Lender shall be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Assumption (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to under the Credit Agreement immediately prior to the effectiveness of this Amendment who (the “Existing Loans”) shall be reallocated among the Lenders in accordance with the outstanding principal amount of each such Lender’s Loan set forth on Schedule 2.01 attached hereto. In order to effect such reallocations, the New Lender (as defined below) and each other Lender whose Loan after giving effect to this Amendment exceeds its Existing Loan (each, an “Assignee Lender”) shall be deemed to have elected not purchased at par a portion of all right, title and interest in, and all obligations in respect of, the Existing Loan of the Exiting Lender (as defined below) and each Lender whose Loan after giving effect to this Amendment will be less than its Existing Loan (each, an “Assignor Lender”) so that the outstanding principal amount of the Loan of each Lender will be as set forth on Schedule 2.01 attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Notes to be a provided to any Assignee Lender under requesting such replacement Note and, if applicable, any Assignor Lender requesting such replacement Note, in the Credit Agreement on principal amounts of their respective Loan upon the date that effectiveness of this Amendment becomes effectiveAmendment, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignee Lenders shall make the proceeds of such purchases available to the Administrative Agent which shall then make such amounts of the proceeds of such purchases available to the Assignor Lenders as is necessary to purchase in full at par the Existing Loans owing to the Assignor Lender. The Assignor Lenders, either directly or the Assignee Lenders and the other Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect with respect to any netting effected such reallocations and assignments so that the aggregate outstanding principal amount of the Loans shall be held by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds Lenders (aincluding the New Lender) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender pro rata in accordance with their respective Credit Percentages as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit and (b) Term Loans in the principal amount set forth on Schedule I attached hereto for such 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 2.01 attached hereto.

Reallocations. The Administrative AgentUpon the effectiveness of any Incremental Revolving Commitments pursuant to this Section 2.13, (x) each Revolving Lender immediately prior to the relevant Incremental Effective Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of such Incremental Revolving Commitment (each, an “Incremental Revolving Lender”), and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Xxxxxx’s participations hereunder in outstanding Letters of Credit (but not, for the avoidance of doubt, the related Revolving Commitments) such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (y) in the case of the provision of any Increase Revolving Commitments, the Borrower agree that the shall prepay any Revolving Commitment of, and Term Loans held by, each of the applicable Class held by Revolving Lenders immediately prior to the effectiveness relevant Incremental Effective Date with proceeds of this Amendment shall be allocated among the Lenders such that, immediately after the effectiveness of this Amendment in accordance with its terms, the Increase Revolving Commitment of, and Term Loans held by, each Lender shall be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as Commitments (which may be necessary, and with the same force and effect as if such effected through assignments were evidenced by the applicable Assignment and Assumption (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding funded Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement of such Class from Revolving Lenders immediately prior to such increase to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effectiverelevant Incremental Lenders), either directly or through the Administrative Agent, as directed by the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds (a) 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 to its the percentage of the aggregate Revolving Commitment Percentage Commitments of such Class of all Revolving Lenders holding Revolving Commitments of such Class (based on the including Incremental Lenders with Increase Revolving Commitments of such Class) represented by such Revolving Lender’s Revolving Commitment of such Class (including Increase Revolving Commitments of such Class). In addition, in connection with the incurrence of any Increase Term Loans, the Administrative Agent is hereby authorized to make such adjustments necessary to ensure that such Increase Term Loans are included ratably in each Lender as set forth on Schedule I attached hereto) 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 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 then outstanding and participations in Letters of Credit and (bassigned pursuant to this Section 2.13(e) Term Loans in shall, upon receipt thereof by the principal amount set forth on Schedule I attached hereto for such Lender. The Administrative Agentrelevant Incremental Revolving Lenders, the Borrower and each Lender confirm that the amounts of each Lender’s Revolving Commitment be deemed to be effectiveRevolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by such Incremental Revolving Lenders on the applicable Incremental Effective Date, and the outstanding principal 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 Term Loans such Incremental Revolving Commitments, subject to be held by consent of each Lender, in each case, on the date this Amendment becomes effective, are as set forth on Schedule I attached heretoL/C Issuer.

Reallocations. The Administrative Agent, the Lenders Borrower and the Borrower each Revolving Lender agree that the Revolving Commitment of, and Term Loans held by, each of the Lenders immediately prior to upon the effectiveness of this Amendment shall be allocated among the Lenders such that, immediately after the effectiveness of this Amendment in accordance with its termsAmendment, the amount of such Revolving Lender’s Revolving Commitment of, and Term Loans held by, each Lender as set forth on Schedule I to the Credit Agreement shall be as set forth on Schedule I attached hereto. In 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, assignments each Revolving Lender whose Revolving Commitment exceeds its Revolving Commitment immediately prior to the effectiveness of this Amendment (each an “Assignee Lender”) shall be deemed to be made among have purchased all right, title and interest in, and all obligations in respect of, the Revolving Commitments of the Lenders in such amounts whose Revolving Commitments are less than their respective Revolving Commitments immediately prior to the effectiveness of this Amendment (each an “Assignor Lender”), so that the Revolving Commitments of each Revolving Lender will be as may set forth on Schedule I attached hereto. Such purchases shall be necessarydeemed to have been effected by way of, and with subject to the same force terms and effect as if such assignments were evidenced by the applicable conditions of, Assignment and Assumption (but 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 such Lender who has notified the Administrative Agent that it has elected not to receive a replacement Revolving Note) in the principal amount of their respective Revolving Commitments, no other documents or instruments shall be, or shall be required to be be, executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to The Assignor Lenders and Assignee Lenders shall make such cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective)among themselves, either directly or 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 that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding reallocations 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 heretoassignments.

Reallocations. The Administrative AgentUpon the effectiveness of any Incremental Revolving Commitments pursuant to this Section 2.13, (x) each Revolving Lender immediately prior to the relevant Incremental Effective Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of such Incremental Revolving Commitment (each, an “Incremental Revolving Lender”), and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit (but not, for the avoidance of doubt, the related Revolving Commitments) such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (y) in the case of the provision of any Increase Revolving Commitments, the Borrower agree that the shall prepay any Revolving Commitment of, and Term Loans held by, each of the applicable Class held by Revolving Lenders immediately prior to the effectiveness relevant Incremental Effective Date with proceeds of this Amendment shall be allocated among the Lenders such that, immediately after the effectiveness of this Amendment in accordance with its terms, the Increase Revolving Commitment of, and Term Loans held by, each Lender shall be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as Commitments (which may be necessary, and with the same force and effect as if such effected through assignments were evidenced by the applicable Assignment and Assumption (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding funded Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement of such Class from Revolving Lenders immediately prior to such increase to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effectiverelevant Incremental Lenders), either directly or through the Administrative Agent, as directed by the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds (a) 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 to its the percentage of the aggregate Revolving Commitment Percentage Commitments of such Class of all Revolving Lenders holding Revolving Commitments of such Class (based on the including Incremental Lenders with Increase Revolving Commitments of such Class) represented by such Revolving Lender’s Revolving Commitment of such Class (including Increase Revolving Commitments of such Class). In addition, in connection with the incurrence of any Increase Term Loans, the Administrative Agent is hereby authorized to make such adjustments necessary to ensure that such Increase Term Loans are included ratably in each Lender as set forth on Schedule I attached hereto) 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 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 then outstanding and participations in Letters of Credit and (bassigned pursuant to this Section 2.13(e) Term Loans in shall, upon receipt thereof by the principal amount set forth on Schedule I attached hereto for such Lender. The Administrative Agentrelevant Incremental Revolving Lenders, the Borrower and each Lender confirm that the amounts of each Lender’s Revolving Commitment be deemed to be effectiveRevolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by such Incremental Revolving Lenders on the applicable Incremental Effective Date, and the outstanding principal 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 Term Loans such Incremental Revolving Commitments, subject to be held by consent of each Lender, in each case, on the date this Amendment becomes effective, are as set forth on Schedule I attached heretoL/C Issuer.

Reallocations. The Administrative Agent, the Lenders Borrower and the Borrower each Lender agree that upon the Revolving Commitment ofeffectiveness of this Amendment, the outstanding 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 Loans shall be reallocated among the Lenders so that they are held by the Lenders as set forth on Schedule I attached hereto, and Term Loans held byin order to effect such reallocations, each of the Lenders Lender whose Loan exceeds its Loan immediately prior to the effectiveness of this Amendment (each an “Assignee Lender”) shall be allocated among deemed to have purchased all right, title and interest in, and all obligations in respect of, the Loans of the Lenders such that, whose Loans are less than their respective Loans immediately after prior to the effectiveness of this Amendment in accordance with its terms(each an “Assignor Lender”), so that the Revolving Commitment of, and Term Loans held by, Loan of each Lender shall will be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments Such purchases shall be deemed to be made among the Lenders in such amounts as may be necessaryhave been effected by way of, and with subject to the same force terms and effect as if such assignments were evidenced by the applicable conditions of, Assignment and Assumption (but Assumptions without the payment of any related assignment fee), and, except for replacement Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amount of their respective Loans, 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). Further, to effect the foregoing, each Lender agrees to The Assignor Lenders and Assignee Lenders shall make such cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective)among themselves, either directly or 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 that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding reallocations 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 heretoassignments.

Reallocations. (a) The Administrative Agent, the Lenders Borrower and the Borrower each Lender agree that upon the Revolving effectiveness of this Amendment, the amount of such Lender’s Commitment ofis as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Amendment, and Term Loans held by, the Commitments of each of the Lenders, the principal amount of all outstanding Revolving Loans, and the participations of the Lenders in outstanding Letters of Credit and outstanding Swingline Loans shall be reallocated among the Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule 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 (each an “Assignee Lender”) shall be allocated among deemed to have purchased at par all right, title and interest in, and all obligations in respect of, the Commitments of the Exiting Lenders (defined below) and the Lenders such that, whose Commitments are less than their respective Commitments immediately after prior to the effectiveness of this Amendment in accordance with its terms(each an “Assignor Lender”), so that the Revolving Commitment of, and Term Loans held by, Commitments of each Lender shall will be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments Such purchases shall be deemed to be made among the Lenders in such amounts as may be necessaryhave been effected by way of, and with subject to the same force terms and effect as if such assignments were evidenced by the applicable conditions of, Assignment and Assumption (but 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 in the principal amounts of their respective Commitments upon the effectiveness of this Amendment, 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). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective), either directly or through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit and (b) Term Loans in the principal amount set forth on Schedule I attached hereto for such 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. The Administrative AgentUpon the effectiveness of this Amendment, the Lenders and the Borrower agree that the Revolving Commitment of, and Term outstanding amounts of all Ratable Loans held by, each of the Lenders immediately 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 allocated reallocated among the Lenders such that, immediately after the effectiveness of this Amendment Banks in accordance with its terms, their respective Pro Rata Share of the Revolving Loan 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, assignments 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 be made among the Lenders in such amounts as may be necessaryhave purchased at par a portion of all right, title and interest in, and with all obligations in respect of, the same force 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 if such assignments were evidenced set forth on SCHEDULE I attached hereto. Such purchases shall be deemed to have been effective by way of, and subject to the applicable terms and conditions of, Assignment and Assumption (but Assumptions without the payment of any related assignment fee), and 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 be, executed in connection with such assignments (all of which such requirements are hereby waived). FurtherThe 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, to effect the foregoing, each Lender agrees to Assignee Bank and the other Banks shall make such cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective)among themselves, either directly or through the Administrative Agent, as the Administrative Agent may direct (after giving effect with respect to any netting effected 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. (b)Representations and Warranties and Acknowledgements of New Bank. Upon the effectiveness of this Amendment, SunTrust Bank (the “New Bank”) acknowledges and agrees that it shall be a Bank under the Credit Agreement holding a Loan Commitment in the amount set forth on SCHEDULE I hereto. Accordingly, the New Bank shall have all of the rights and obligations of a Bank under the Credit Agreement and the other Loan Documents with respect to the New Bank’s Loan Commitment. The New Bank (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (ii) subject to the approval of the Administrative Agent), such that after giving effect Agent as evidenced by its signature to this Amendment, each Lender holds it meets all the requirements to be an Eligible Assignee, (aiii) Revolving Loans equal it is sophisticated with respect to decisions to acquire assets of the type represented by the New Bank’s Loan Commitment, and either it, or the person exercising discretion in making its Revolving decision with respect to such New Bank’s Loan Commitment Percentage is experienced in such matter, (iv) it has received a copy of the Credit Agreement, and has received or has been according the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.09(1) and (2) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to provide the New Bank’s Loan Commitment and (v) it has, independently and without 16 reliance upon the Administrative Agent or any Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to provide the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit New Bank’s Loan Commitment; and (b) Term Loans agrees that (i) it will, independently and without reliance upon the Administrative Agent or any Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the principal amount set forth on Schedule I attached hereto for such Lender. The Administrative AgentLoan Documents, and (ii) it will perform in accordance with their terms all of the Borrower and each Lender confirm that obligations which by the amounts terms of each Lender’s Revolving Commitment the Loan Documents are required to be effective, and the outstanding principal amount of Term Loans to be held performed by each Lender, in each case, on the date this Amendment becomes effective, are it as set forth on Schedule I attached hereto.a Bank. (c)

Reallocations. The Administrative 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 Revolving Credit Commitment of each of the Lenders and the Borrower agree that amount of all outstanding Revolving Credit Loans shall be reallocated among the Lenders in accordance with their respective Revolving Credit Commitment ofPercentages, and Term Loans held byto effect such reallocations, each Lender whose Revolving Credit Commitment upon the effectiveness of the Lenders this Amendment exceeds its Revolving Credit Commitment immediately prior to the effectiveness of this Amendment (each an “Assignee Lender”) shall be allocated among deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Credit Commitments of the Lenders such that, whose Revolving Credit Commitments are less than their respective Revolving Credit Commitment immediately after prior to the effectiveness of this Amendment in accordance with its terms(each an “Assignor Lender”), so that the Revolving Commitment of, and Term Loans held by, Credit Commitments of each Lender shall will be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments Such purchases shall be deemed to be made among the Lenders in such amounts as may be necessaryhave been effected by way of, and with subject to the same force terms and effect as if such assignments were evidenced by the applicable conditions of, Assignment and Assumption (but Acceptances without the payment of any related assignment fee, and, except for replacement Revolving Credit Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amount of their respective Revolving Credit Commitments (after giving effect to 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). FurtherOn the Amendment Effective Date, to effect the foregoingRevolving Credit Commitments of Caterpillar Financial Services Corporation (the “Exiting Lender”) shall be terminated, each Lender agrees to make cash settlements in respect of any all outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to amounts due under the Credit Agreement immediately prior and the other Loan Documents to the effectiveness of this Exiting Lender on the Amendment who have elected not Effective Date shall be paid in full, and the Exiting Lender shall cease to be a Lender under the Credit Agreement on the date that this Amendment becomes effective)Agreement. The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, either directly or through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent)) with respect to such reallocations and assignments. Further, the Administrative Agent shall make a portion of such that after giving effect cash settlements available to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Exiting Lender as set forth on Schedule I attached hereto) of is necessary to pay in full all outstanding amounts due under 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, Agreement and the outstanding principal amount of Term Loans other Loan Documents owing to be held by each such Exiting Lender, in each case, on the date this Amendment becomes effective, are as set forth on Schedule I attached hereto.

Reallocations. The Administrative Agent, the Lenders Borrower and the Borrower each Lender agree that upon the Revolving effectiveness of this Amendment, the amount of such Lender’s Commitment ofis as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Amendment, and Term Loans held by, the Commitments of each of the 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 Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule I attached hereto), and in order to effect such reallocations, each Lender whose Commitment after giving effect to this Amendment exceeds its Commitment immediately prior to the effectiveness of this Amendment (each an “Assignee Lender”) shall be allocated among deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders such that, whose Commitments after giving effect to this Amendment are less than their respective Commitments immediately after prior to the effectiveness of this Amendment in accordance with its terms(each an “Assignor Lender”), so that after giving effect to such reallocation the Revolving Commitment of, and Term Loans held by, Commitments of each Lender shall will be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments Such purchases shall be deemed to be made among the Lenders in such amounts as may be necessaryhave been effected by way of, and with subject to the same force terms and effect as if such assignments were evidenced by the applicable conditions of, Assignment and Assumption (but 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 in the principal amount of their respective Commitments as set forth on Schedule I attached hereto, 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). Further, to effect the foregoing, each Lender agrees to The Assignor Lenders and Assignee Lenders shall make such cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective)among themselves, either directly or 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 that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding reallocations 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 heretoassignments.

Reallocations. The Administrative AgentUpon the effectiveness of any Incremental Revolving Commitments pursuant to this Section 2.13, (x) each Revolving Lender immediately prior to the relevant Incremental Effective Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of such Incremental Revolving Commitment (each, an “Incremental Revolving Lender”), and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit (but not, for the avoidance of doubt, the related Revolving Commitments) such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (y) in the case of the provision of any Increase Revolving Commitments, the Borrower agree that the shall prepay any Revolving Commitment of, and Term Loans held by, each of the applicable Class held by Revolving Lenders immediately prior to the effectiveness relevant Incremental Effective Date with proceeds of this Amendment shall be allocated among the Lenders such that, immediately after the effectiveness of this Amendment in accordance with its terms, the Increase Revolving Commitment of, and Term Loans held by, each Lender shall be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as Commitments (which may be necessary, and with the same force and effect as if such effected through assignments were evidenced by the applicable Assignment and Assumption (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding funded Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement of such Class from Revolving Lenders immediately prior to such increase to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effectiverelevant Incremental Lenders), either directly or through the Administrative Agent, as directed by the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds (a) 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 to its the percentage of the aggregate Revolving Commitment Percentage Commitments of such Class of all Revolving Lenders holding Revolving Commitments of such Class (based on the including Incremental Lenders with Increase Revolving Commitments of such Class) represented by such Revolving Lender’s Revolving Commitment of such Class (including Increase Revolving Commitments of such Class). In addition, in connection with the incurrence of any Increase Term Loans, the Administrative Agent is hereby authorized to make such adjustments necessary to ensure that such Increase Term Loans are included ratably in each Lender as set forth on Schedule I attached hereto) 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 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 then outstanding and participations in Letters of Credit and (bassigned pursuant to this Section 2.13(e) Term Loans in shall, upon receipt thereof by the principal amount set forth on Schedule I attached hereto for such Lender. The Administrative Agentrelevant Incremental Revolving Lenders, the Borrower and each Lender confirm that the amounts of each Lender’s Revolving Commitment be deemed to be effectiveRevolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by such Incremental Revolving Lenders on the applicable Incremental Effective Date, and the outstanding principal 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 Term Loans such Incremental Revolving Commitments, subject to be held by consent of each Lender, in each case, on the date this Amendment becomes effective, are as set forth on Schedule I attached heretoL/C Issuer.

Reallocations. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Maximum Credit Amounts and Commitments and to, among other things, add The Royal Bank of Canada and Credit Suisse AG as “Lenders” under the Credit Agreement (each a “New Lender”) and permit BOKF, NA dba Bank of Texas (the “Exiting Lender”) to assign all of its Maximum Credit Amounts, Commitments and Loans and cease to be a Lender under the Agreement. The Administrative AgentAgent and the Borrower hereby consent to such reallocation and the Lenders’ assignments of their Commitments, including assignments to the New Lenders and the Borrower agree that assignment by the Revolving Commitment of, Exiting Lender. On the Fifth Amendment Effective Date and Term Loans held by, each of the Lenders immediately prior after giving effect to the effectiveness of this Amendment shall be allocated among the Lenders such that, immediately after the effectiveness of this Amendment in accordance with its termsreallocations, the Revolving Maximum Credit Amount and Commitment of, and Term Loans held by, of each Lender shall be as set forth on Schedule Annex I attached heretoof this Fifth Amendment which Annex I supersedes and replaces the Annex I to the Credit Agreement. In order With respect to effect such reallocationsreallocation, assignments each Lender and the Exiting Lender shall be deemed to be made among have acquired or sold the Maximum Credit Amount and Commitment allocated to it from or to (as applicable) each of the other Lenders in such amounts as may be necessary, and with pursuant to the same force and effect as if such assignments were evidenced by terms of the applicable Assignment and Assumption (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party Agreement attached as Exhibit F to the Credit Agreement immediately prior as if each such Lender and the Exiting Lender had executed an Assignment and Assumption Agreement with respect to the effectiveness such allocation. In connection with this Assignment and for purposes of this Amendment who have elected not to be a Lender under Assignment only, the Credit Agreement on Lenders, the date that this Amendment becomes effective)New Lenders, either directly or through the Administrative AgentExiting Lender, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit and (b) Term Loans in the principal amount set forth on Schedule I attached hereto for such Lender. The Administrative Agent, the Borrower waive the processing 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 heretorecordation fee under Section 12.06(b)(ii).

Reallocations. The Administrative Agent, the Lenders Parent and the Borrower and each Lender agree that upon the Revolving effectiveness of this Amendment, the amount of such Lender's Commitment ofis as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Amendment, and Term Loans held by, the Commitments of each of the 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 Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender's Commitment set forth on Schedule I attached hereto), and in order to effect such reallocations, each Lender whose Commitment after giving effect to this Amendment exceeds its Commitment immediately prior to the effectiveness of this Amendment (each an "Assignee Lender") shall be allocated among deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders such that, whose Commitments after giving effect to this Amendment are less than their respective Commitments immediately after prior to the effectiveness of this Amendment in accordance with its terms(each an "Assignor Lender"), so that after giving effect to such reallocation the Revolving Commitment of, and Term Loans held by, Commitments of each Lender shall will be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments Such purchases shall be deemed to be made among the Lenders in such amounts as may be necessaryhave been effected by way of, and with subject to the same force terms and effect as if such assignments were evidenced by the applicable conditions of, Assignment and Assumption (but 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 in the principal amount of their respective Commitments as set forth on Schedule I attached hereto, 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). Further, to effect the foregoing, each Lender agrees to The Assignor Lenders and Assignee Lenders shall make such cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective)among themselves, either directly or 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 that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding reallocations 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 heretoassignments.

Reallocations. The Administrative Agent, In the Lenders and the Borrower agree that the Revolving Commitment of, and Term Loans held by, each event of the Lenders immediately prior to the effectiveness of this Amendment shall be allocated among the Lenders such that, immediately after the effectiveness of this Amendment a Deficit in accordance with its termsSection 2.5(b)(vi) hereof, the Administrative Agent may, in its discretion, so long as no Default or Event of Default has occurred and is continuing, attempt to reallocate such Deficit (a “Reallocation”) by increasing the Allocated Revolving Commitment of, Loan Amount for one or more other Pledged Mortgage Assets not subject to the Deficit (such Pledged Mortgage Assets and Term Loans held by, each Lender shall be as set forth on Schedule I attached hereto. In order to effect the amounts of such reallocations, assignments shall be deemed increases to be made among the Lenders determined in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Assumption (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective), either directly or through the Administrative Agent, ’s discretion) so long as (a) such Reallocations do not result in an Event of Default or a Deficit with respect to any other Pledged Mortgage Asset as determined by the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to in its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit discretion and (b) Term Loans in as a result of such Reallocations, (i) the principal amount set forth on Schedule I attached hereto Applicable Advance Rate shall not be exceeded for such Lender. The Administrative Agentany Pledged Mortgage Asset, (ii) no Pledged Mortgage Asset will have a LTV greater than the Borrower and each Lender confirm that Maximum LTV or a LTC greater than the amounts of each Lender’s Revolving Commitment to be effectiveMaximum LTC, and (iii) each Pledged Mortgage Asset must have a Debt Yield at least equal to the outstanding principal amount of Term Loans to be held by each LenderRequired Debt Yield Percentage, in each case, on as determined by the date this Amendment becomes effectiveAdministrative Agent in its discretion. In connection with any such Reallocation, the Borrowers shall execute new Confirmations promptly (but, in any event, within one (1) Business Day) following request of the Administrative Agent. The Borrowers understand and acknowledge that Reallocations may not be possible or, if possible, may not fully eliminate the Deficit and that the manner, method and all other factors relating to such Reallocation are as set forth on Schedule I attached heretoin the Administrative Agent’s discretion.

Reallocations. The Administrative Agent, the Lenders Borrower and the Borrower 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 Revolving Commitment of, and Term Loans held by, of each of the Lenders, the amount of all outstanding Revolving Loans and the participation interests of the Lenders in any outstanding Letters of Credit and Swingline Loans shall be reallocated among the Lenders in accordance with their respective Commitment Percentages, and to effect such reallocations, each Lender whose Revolving Commitment upon the effectiveness of this Amendment exceeds its Revolving Commitment immediately prior to the effectiveness of this Amendment (each an “Assignee Lender”) shall be allocated among deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Commitments of the Lenders such that, whose Revolving Commitments are less than their respective Revolving Commitment immediately after prior to the effectiveness of this Amendment in accordance with its terms(each an “Assignor Lender”), so that the Revolving Commitment of, and Term Loans held by, Commitments of each Lender shall will be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments Such purchases shall be deemed to be made among the Lenders in such amounts as may be necessaryhave been effected by way of, and with subject to the same force terms and effect as if such assignments were evidenced by the applicable conditions of, Assignment and Assumption (but 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 in the principal amount of their respective Revolving Commitments (after giving effect to 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). FurtherOn the Amendment Effective Date, to effect the foregoingRevolving Commitments of each of UBS Loan Finance LLC and City National Bank (each, each Lender agrees to make cash settlements in respect of any an “Exiting Lender”) shall be terminated, all outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to amounts due under the Credit Agreement immediately prior and the other Loan Documents to the effectiveness of this Exiting Lenders on the Amendment who have elected not Effective Date shall be paid in full, and each Exiting Lender shall cease to be a Lender under the Credit Agreement on the date that this Amendment becomes effective)Agreement. The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, either directly or 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 that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding reallocations and participations in Letters of Credit and (b) Term Loans in the principal amount set forth on Schedule I attached hereto for such Lenderassignments. The Administrative AgentFurther, the Borrower and each Lender confirm that Administrative Agent shall make a portion of such cash settlements available to the Exiting Lenders as is necessary to pay in full all outstanding amounts of each Lender’s Revolving Commitment to be effective, due under the Credit Agreement and the outstanding principal amount of Term Loans other Loan Documents owing to be held by each Lender, in each case, on the date this Amendment becomes effective, are as set forth on Schedule I attached heretosuch Exiting Lenders.

Reallocations. The Administrative Agent, the Lenders Borrower and the Borrower 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 Commitment of, and Term Loans held by, Committed Amounts of each of the Lenders, the outstanding amount of all outstanding Revolving Loans and the participation interests of the Lenders in any outstanding Letters of Credit and Swingline Loans shall be reallocated among the Lenders in accordance with their respective Revolving Commitment Percentages, and in order to effect such reallocations, each Lender whose Revolving Committed Amount upon the effectiveness of this Amendment exceeds its Revolving Committed Amount immediately prior to the effectiveness of this Amendment (each an “Assignee Lender”) shall be allocated among deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Commitments of the Lenders such that, whose Revolving Commitments are less than their respective Revolving Committed Amounts immediately after prior to the effectiveness of this Amendment in accordance with its terms(each an “Assignor Lender”), so that the Revolving Commitment of, and Term Loans held by, Committed Amounts of each Lender shall will be as set forth on Schedule I 2.01 attached hereto. In order to effect such reallocations, assignments Such purchases shall be deemed to be made among the Lenders in such amounts as may be necessaryhave been effected by way of, and with subject to the same force terms and effect as if such assignments were evidenced by the applicable conditions of, Assignment and Assumption (but 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 in the principal amount of their respective Revolving Committed Amounts, 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). Further, to effect the foregoing, each Lender agrees to The Assignor Lenders and Assignee Lenders shall make such cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective)among themselves, either directly or 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 that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding reallocations 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 heretoassignments.

Reallocations. The Administrative Agent, the Lenders Borrower and the Borrower each Lender agree that upon the Revolving Commitment ofeffectiveness of this Agreement, and Term Loans held by, the amount of each of the 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 Agreement or whose Revolving Commitment upon the effectiveness of this Agreement exceeds its Commitment (as defined in the Existing Revolver Agreement) immediately prior to the effectiveness of this Amendment Agreement (each an “Assignee Revolving Lender”) shall be allocated among deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Commitments from the Revolving Lenders such that, whose Revolving Commitments are less than their respective Commitments (as defined in the Existing Revolver Agreement) immediately after prior to the effectiveness of this Amendment Agreement (each an “Assignor Revolving Lender”) and all right, title and interest in, and all obligations in accordance with its termsrespect 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 Commitment of, and Term Loans held by, Commitments of each Revolving Lender shall will be as set forth on Schedule I attached hereto. In order to effect such reallocations, assignments 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 be made among have purchased from the Term Loan Lenders whose Term Loan Commitments are less than the Existing Term Loans held by such Term Loan Lenders (each an “Assignor Term Loan Lender”) all right, title and interest in, that portion of the Existing Term Loans that exceeds the Term Loan Commitments of the Assignor Term Loan Lenders and all right, title and interest in, and all obligations in respect of, the Existing Term Loans of the Exiting Lender so that the Term Loans are held by the Term Loan Lenders in such amounts accordance with their respective Term Loan Commitments as may be necessaryset forth on Schedule I attached hereto, and with respect to each Term Loan Lender whose Term Loans are being assigned in their entirety, such Term Loan Lender shall cease to be a Term Loan Lender. Such purchases shall be deemed to have been effected by way of, and subject to the same force terms and effect as if such assignments were evidenced by the applicable conditions of, Assignment and Assumption (but Assumptions without the payment of any related assignment fee), and, except for Notes to be provided to the Assignor Revolving Lenders, Assignee Revolving Lenders, Assignor Term Loan Lenders, and Assignee Term Loan Lenders in the principal amount of their respective Commitments of the applicable Class, 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). FurtherThe Assignor Revolving Lenders, to effect the foregoingAssignee Revolving Lenders, each Lender agrees to the Assignor Term Loan Lender, the Assignee Term Loan Lenders, the Exiting Lenders and the other Lenders shall make such cash settlements in respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective)among themselves, either directly or through the Administrative Agent, as the Administrative Agent may direct (after giving effect to the making of any Loans to be made on the Effective Date and any netting transactions effected by the Administrative Agent), ) with respect to such that after giving effect to this Amendment, each Lender holds (a) Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding reallocations 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 assignments so that the amounts of each Lender’s Revolving Commitment to be effective, and the aggregate outstanding principal amount of Term each Class and Tranche of Loans to shall be held by each Lender, the Lenders of such Class and Tranche pro rata in each case, on accordance with the date this Amendment becomes effective, are as set forth on Schedule I attached heretoamount 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.