Common use of Reallocations Clause in Contracts

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective Date, the amount of such Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders in outstanding Letters of Credit shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments are less than their respective “Commitments” under the Existing Credit Agreement (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments.

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

Reallocations. Agent and Borrower acknowledge and confirm that NYTC Member has the right to dispute any Draw Request (aincluding if made after the NYTC Units Redemption) [Reserved]and the allocation of costs to the Units shown in any Draw Request, as and to the extent set forth in the Operating Agreement. (Notwithstanding the foregoing or the further provisions of this Section 3.20, no such dispute shall abrogate, nullify or modify any Draw Request or any portion thereof. ) Agent and Borrower further acknowledge that, following the resolution by agreement between the Members of any such dispute (b) The Administrative Agentwhich agreement or determination Borrower, the Members, and Agent shall accept as final and binding), Borrower shall reallocate Building Loan Costs and Project Loan Costs between the FC Units and the NYTC Units as necessary to reflect the resolution or arbitration of the issues in dispute, and the next Draw Request shall reflect such re-allocations. More particularly, Borrower and each Lender Agent agree that upon if any costs were (or are) initially allocated to the effectiveness of this Agreement on FC Units or the Restatement Effective DateNYTC Units (such Units, the amount of “Overfunding Unit”) and then are re-allocated to the other Units (such Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateUnits, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders in outstanding Letters of Credit shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments are less than their respective “Commitments” under the Existing Credit Agreement (each an “Assignor LenderUnderfunding Unit”), so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases Building Loan Costs and Project Loan Costs allocated to the Overfunding Unit shall be deemed decreased by all such amounts which are so re-allocated, together with interest thereon as provided herein from the date on which such cost was (or is) paid by an Advance, until the date on which each such cost is re-allocated to have been effected by way ofthe Underfunding Units, and subject the Building Loan Costs and Project Loan Costs of the Underfunding Units shall be likewise increased. In such event, at the next Draw Request, the Maximum Amount covering the Overfunding Unit shall be retroactively increased to reflect the terms reallocated items of Building Loan Costs and conditions ofProject Loan Costs, Assignment together with interest at the Interest Rate from the date of the Advance for such item, and Assumptions without the payment outstanding balance of any related assignment feethe Maximum Amount covering the Underfunding Units shall be retroactively decreased to reflect such reallocated items of Building Loan Costs and Project Loan Costs, and, except for any requested replacement promissory notes to together with interest at the Interest Rate. Corresponding adjustments shall be provided to the Assignor Lenders and Assignee Lenders made in the principal amounts applicable Budgets. In addition, if the Overfunding Unit had funded such amount not through an Advance but through a capital contribution or out of their respective Commitmentsother funds, no other documents or instruments shall be, or then a reallocation shall be required made to be, executed reflect such amount in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignmentsapplicable Budgets.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the amount of such Lender’s Commitment is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments of each of the Lenders, the outstanding amount of all Advances outstanding Revolving Loans and the participations of the Lenders in outstanding Letters of Credit shall be reallocated among the Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II I attached hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds its Commitment immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments are less than their respective “Commitments” under Commitments immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon Upon the effectiveness of any Incremental Revolving Commitments pursuant to this Agreement on Section 2.13, (x) each Revolving Lender immediately prior to the Restatement relevant Incremental Effective Date, the amount Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of such Incremental Revolving Commitment (each, an “Incremental Revolving Lender”), and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders hereunder in outstanding Letters of Credit shall be reallocated among (but not, for the Lenders in accordance with their respective Percentages (determined in accordance with the amount avoidance of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect ofdoubt, the Commitments of the Lenders whose Commitments are less than their respective “related Revolving Commitments” under the Existing Credit Agreement (each an “Assignor Lender”)) such that, so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (y) in the case of the provision of any netting Increase Revolving Commitments, the Borrower shall prepay any Revolving Loans of the applicable Class held by Revolving Lenders immediately prior to the relevant Incremental Effective Date with proceeds of such Increase Revolving Commitments (which may be effected through assignments of funded Revolving Loans of such Class from Revolving Lenders immediately prior to such increase to the relevant Incremental Lenders); as directed by the Administrative Agent) with respect Agent such that after giving effect to such reallocations prepayment or assignments the percentage of the aggregate outstanding Revolving Loans of such Class held by each Revolving Lender holding Revolving Commitments of such Class (including Incremental Lenders holding Increase Revolving Commitments of such Class) will equal the percentage of the aggregate Revolving Commitments of such Class of all Revolving Lenders holding Revolving Commitments of such Class (including Incremental Lenders with Increase Revolving Commitments of such Class) represented by such Revolving Lender’s Revolving Commitment of such Class (including Increase Revolving Commitments of such Class). In addition, in connection with the incurrence of any Increase Term Loans, the Administrative Agent is hereby authorized to make such adjustments necessary to ensure that such Increase Term Loans are included ratably in each applicable Term Borrowing and assignmentseach Lender’s Applicable Percentage of the applicable Class of Term Loans is adjusted to reflect the increased size of such Class. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentences, and such transactions shall not be required to be effected in accordance with Section 11.06. For the avoidance of doubt, Revolving Loans and participations in Letters of Credit assigned pursuant to this Section 2.13(e) shall, upon receipt thereof by the relevant Incremental Revolving Lenders, be deemed to be Revolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by such Incremental Revolving Lenders on the applicable Incremental Effective Date, and the terms of such Revolving Loans and participation interests (including without limitation the interest rate and maturity applicable thereto) shall be adjusted accordingly. The Letter of Credit Sublimit may be increased as part of any Incremental Revolving Commitments in an amount not to exceed the amount of such Incremental Revolving Commitments, subject to consent of each L/C Issuer.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Lenders and the Borrower and each Lender agree that upon the Revolving Commitment of, and Term Loans held by, each of the Lenders immediately prior to the effectiveness of this Agreement on Amendment shall be allocated among the Restatement Effective DateLenders such that, immediately after the effectiveness of this Amendment in accordance with its terms, the amount of such Lender’s Revolving Commitment is of, and Term Loans held by, each Lender shall be as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders in outstanding Letters of Credit shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II hereto), and in In order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) assignments shall be deemed to have purchased all right, title and interest inbe made among the Lenders in such amounts as may be necessary, and all obligations in respect of, with the Commitments of same force and effect as if such assignments were evidenced by the Lenders whose Commitments are less than their respective “Commitments” under the Existing Credit Agreement (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, applicable Assignment and Assumptions Assumption (but without the payment of any related assignment fee), and, except for any requested replacement promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments, no other documents or instruments shall be, or shall be required to be, be executed in connection with such assignments (all of which such requirements are hereby waived). The Assignor Lenders and Assignee Lenders shall Further, to effect the foregoing, each Lender agrees to make such cash settlements among themselvesin respect of any outstanding Revolving Loans and Term Loans (including cash settlements to those lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment who have elected not to be a Lender under the Credit Agreement on the date that this Amendment becomes effective), either directly or through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent), such that after giving effect to this Amendment, each Lender holds (a) with respect Revolving Loans equal to its Revolving Commitment Percentage (based on the Revolving Commitment of each Lender as set forth on Schedule I attached hereto) of the Revolving Loans then outstanding and participations in Letters of Credit and (b) Term Loans in the principal amount set forth on Schedule I attached hereto for such reallocations Lender. The Administrative Agent, the Borrower and assignmentseach Lender confirm that the amounts of each Lender’s Revolving Commitment to be effective, and the outstanding principal amount of Term Loans to be held by each Lender, in each case, on the date this Amendment becomes effective, are as set forth on Schedule I attached hereto.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon Upon the effectiveness of any Incremental Revolving Commitments pursuant to this Agreement on Section 2.13, (x) each Revolving Lender immediately prior to the Restatement relevant Incremental Effective Date, the amount Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of such Incremental Revolving Commitment (each, an “Incremental Revolving Lender”), and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving ▇▇▇▇▇▇’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders hereunder in outstanding Letters of Credit shall be reallocated among (but not, for the Lenders in accordance with their respective Percentages (determined in accordance with the amount avoidance of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect ofdoubt, the Commitments of the Lenders whose Commitments are less than their respective “related Revolving Commitments” under the Existing Credit Agreement (each an “Assignor Lender”)) such that, so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (y) in the case of the provision of any netting Increase Revolving Commitments, the Borrower shall prepay any Revolving Loans of the applicable Class held by Revolving Lenders immediately prior to the relevant Incremental Effective Date with proceeds of such Increase Revolving Commitments (which may be effected through assignments of funded Revolving Loans of such Class from Revolving Lenders immediately prior to such increase to the relevant Incremental Lenders), as directed by the Administrative Agent) with respect Agent such that after giving effect to such reallocations prepayment or assignments the percentage of the aggregate outstanding Revolving Loans of such Class held by each Revolving Lender holding Revolving Commitments of such Class (including Incremental Lenders holding Increase Revolving Commitments of such Class) will equal the percentage of the aggregate Revolving Commitments of such Class of all Revolving Lenders holding Revolving Commitments of such Class (including Incremental Lenders with Increase Revolving Commitments of such Class) represented by such Revolving Lender’s Revolving Commitment of such Class (including Increase Revolving Commitments of such Class). In addition, in connection with the incurrence of any Increase Term Loans, the Administrative Agent is hereby authorized to make such adjustments necessary to ensure that such Increase Term Loans are included ratably in each applicable Term Borrowing and assignmentseach Lender’s Applicable Percentage of the applicable Class of Term Loans is adjusted to reflect the increased size of such Class. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentences, and such transactions shall not be required to be effected in accordance with Section 11.06. For the avoidance of doubt, Revolving Loans and participations in Letters of Credit assigned pursuant to this Section 2.13(e) shall, upon receipt thereof by the relevant Incremental Revolving Lenders, be deemed to be Revolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by such Incremental Revolving Lenders on the applicable Incremental Effective Date, and the terms of such Revolving Loans and participation interests (including without limitation the interest rate and maturity applicable thereto) shall be adjusted accordingly. The Letter of Credit Sublimit may be increased as part of any Incremental Revolving Commitments in an amount not to exceed the amount of such Incremental Revolving Commitments, subject to consent of each L/C Issuer.

Reallocations. Borrower shall not be entitled to require that Lender reallocate Loan proceeds from any Allocation to any other Allocations. Borrower may request Lender to make a reallocation of Loan proceeds among one or more Allocations (aincluding any "Contingency" Allocation) [Reserved]. (b) The Administrative Agentin the Budget; provided, however, any such reallocation shall be in Lender's sole and absolute discretion, except Lender shall not unreasonably withhold its consent for a requested Reallocation from a "Contingency" to another Allocation. To the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective Date, extent the amount of such Lender’s Commitment the Loan proceeds actually needed and disbursed for any Allocation is as set forth on Schedule II hereto. Simultaneously with less than the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each amount of the LendersAllocation, the outstanding amount of all Advances and the participations use of those Loan proceeds are not otherwise reallocated as herein provided, then such unused Loan proceeds shall not be available for Advances. If any Loan proceeds are reallocated at the Lenders in outstanding Letters request of Credit shall be reallocated among the Lenders Borrower and in accordance with their respective Percentages (determined this Section 2.6, then the Budget shall be deemed amended in accordance with such reallocation. Lender reserves the amount right, at its option, to disburse, while an Event of each Lender’s Commitment set forth on Schedule II hereto)Default exists, Loan proceeds allocated to any of the Allocations for such other purposes or in such different proportions as Lender may, in its sole discretion, deem necessary or advisable. Notwithstanding the foregoing, Borrower shall have the right to reallocate amounts in any Allocation (exclusive of the Allocations for the interest reserve or reserves for taxes and in order insurance) to effect such reallocations, each Lender whose Commitment is any other Allocation in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed not to have purchased all right, title and interest inexceed $25,000.00 per any individual reallocation, and all obligations in respect of$100,000.00, the Commitments of the Lenders whose Commitments are less than their respective “Commitments” under the Existing Credit Agreement (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitmentsaggregate, no other documents from any such Allocation, whether made at one or instruments shall bemultiple times, or shall be required upon prior written notice to be, executed in connection with such assignments Lender (all of which are hereby waiveda "Permitted Reallocation"). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon Upon the effectiveness of any Incremental Revolving Commitments pursuant to this Agreement on Section 2.13, (x) each Revolving Lender immediately prior to the Restatement relevant Incremental Effective Date, the amount Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of such Incremental Revolving Commitment (each, an “Incremental Revolving Lender”), and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders hereunder in outstanding Letters of Credit shall be reallocated among (but not, for the Lenders in accordance with their respective Percentages (determined in accordance with the amount avoidance of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect ofdoubt, the Commitments of the Lenders whose Commitments are less than their respective “related Revolving Commitments” under the Existing Credit Agreement (each an “Assignor Lender”)) such that, so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (y) in the case of the provision of any netting Increase Revolving Commitments, the Borrower shall prepay any Revolving Loans of the applicable Class held by Revolving Lenders immediately prior to the relevant Incremental Effective Date with proceeds of such Increase Revolving Commitments (which may be effected through assignments of funded Revolving Loans of such Class from Revolving Lenders immediately prior to such increase to the relevant Incremental Lenders), as directed by the Administrative Agent) with respect Agent such that after giving effect to such reallocations prepayment or assignments the percentage of the aggregate outstanding Revolving Loans of such Class held by each Revolving Lender holding Revolving Commitments of such Class (including Incremental Lenders holding Increase Revolving Commitments of such Class) will equal the percentage of the aggregate Revolving Commitments of such Class of all Revolving Lenders holding Revolving Commitments of such Class (including Incremental Lenders with Increase Revolving Commitments of such Class) represented by such Revolving Lender’s Revolving Commitment of such Class (including Increase Revolving Commitments of such Class). In addition, in connection with the incurrence of any Increase Term Loans, the Administrative Agent is hereby authorized to make such adjustments necessary to ensure that such Increase Term Loans are included ratably in each applicable Term Borrowing and assignmentseach Lender’s Applicable Percentage of the applicable Class of Term Loans is adjusted to reflect the increased size of such Class. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentences, and such transactions shall not be required to be effected in accordance with Section 11.06. For the avoidance of doubt, Revolving Loans and participations in Letters of Credit assigned pursuant to this Section 2.13(e) shall, upon receipt thereof by the relevant Incremental Revolving Lenders, be deemed to be Revolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by such Incremental Revolving Lenders on the applicable Incremental Effective Date, and the terms of such Revolving Loans and participation interests (including without limitation the interest rate and maturity applicable thereto) shall be adjusted accordingly. The Letter of Credit Sublimit may be increased as part of any Incremental Revolving Commitments in an amount not to exceed the amount of such Incremental Revolving Commitments, subject to consent of each L/C Issuer.

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

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAgreement, the amount of each of the Commitments of such Lender’s Commitment Lender is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAgreement, (a) the Commitments (as defined in the Existing Revolver Agreement) of each of the LendersRevolving Lenders under the Existing Revolver Agreement, and the outstanding amount of all Advances Revolving Loans (as defined in the Existing Revolver Agreement) and the participations of the Revolving Lenders in outstanding the Existing Letters of Credit and outstanding Swingline Loans (as defined in the Existing Revolver Agreement) thereunder shall be reallocated among the Revolving Lenders in accordance with their respective Revolving Commitment Percentages hereunder (determined it being acknowledged that, on the Effective Date, the Revolving Loans (as defined in the Existing Revolver Agreement) outstanding under the Existing Revolver Agreement will be deemed to be outstanding as Revolving Loans hereunder and the existing LIBOR rates and Interest Periods applicable thereto will remain in place for purposes of determining LIBOR with respect to the interest rate thereon until the end of the applicable interest period (unless earlier terminated in accordance with the amount of each Lender’s Commitment set forth on Schedule II heretoterms hereof)), and (b) the Existing Term Loans under the Existing Term Loan Agreement shall be reallocated among the Term Loan Lenders in order to accordance with their respective Term Loan Commitments hereunder. To effect such reallocations, (x) each Revolving Lender whose who either had no Commitment is (as defined in an amount that exceeds the amount of its “Commitment” under the Existing Credit Revolver Agreement) prior to the effectiveness of this Agreement or whose Revolving Commitment upon the effectiveness of this Agreement exceeds its Commitment (as defined in the Existing Revolver Agreement) immediately prior to the effectiveness of this Agreement (each an “Assignee Revolving Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Commitments of from the Revolving Lenders whose Revolving Commitments are less than their respective “Commitments” under Commitments (as defined in the Existing Credit Revolver Agreement) immediately prior to the effectiveness of this Agreement (each an “Assignor Revolving Lender”) and all right, title and interest in, and all obligations in respect of, the Commitment (as defined in the Existing Revolver Agreement) of Citizens Bank of Pennsylvania (the “Exiting Lender”), the Commitment of which shall be terminated on the Effective Date and which shall cease to be a Lender, so that the Revolving Commitments of each Revolving Lender will be as set forth on Schedule II I attached hereto, and (y) each Term Loan Lender, which either held no Existing Term Loan or whose Term Loan Commitment upon the effectiveness of this Agreement exceeds its Existing Term Loan (each an “Assignee Term Loan Lender”) shall be deemed to have purchased from the Term Loan Lenders whose Term Loan Commitments are less than the Existing Term Loans held by such Term Loan Lenders (each an “Assignor Term Loan Lender”) all right, title and interest in, that portion of the Existing Term Loans that exceeds the Term Loan Commitments of the Assignor Term Loan Lenders and all right, title and interest in, and all obligations in respect of, the Existing Term Loans of the Exiting Lender so that the Term Loans are held by the Term Loan Lenders in accordance with their respective Term Loan Commitments as set forth on Schedule I attached hereto, and with respect to each Term Loan Lender whose Term Loans are being assigned in their entirety, such Term Loan Lender shall cease to be a Term Loan Lender. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes Notes to be provided to the Assignor Lenders Revolving Lenders, Assignee Revolving Lenders, Assignor Term Loan Lenders, and Assignee Term Loan Lenders in the principal amounts amount of their respective CommitmentsCommitments of the applicable Class, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Revolving Lenders, the Assignee Revolving Lenders, the Assignor Term Loan Lender, the Assignee Term Loan Lenders, the Exiting Lenders and Assignee the other Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to the making of any Loans to be made on the Effective Date and any netting transactions effected by the Administrative Agent) with respect to such reallocations and assignmentsassignments so that the aggregate outstanding principal amount of each Class and Tranche of Loans shall be held by the Lenders of such Class and Tranche pro rata in accordance with the amount of the Commitments of such Class (determined without giving effect to any termination of Commitments effected by the making of any such Loans) of the Lenders of such Class and Tranche.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Parent and the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the amount of such Lender’s 's Commitment is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments of each of the Lenders, the outstanding amount of all Advances outstanding Revolving Loans and the participations of the Lenders in outstanding Letters of Credit and Swingline Loans shall be reallocated among the Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender’s 's Commitment set forth on Schedule II I attached hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that after giving effect to this Amendment exceeds its Commitment immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “"Assignee Lender”") shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments after giving effect to this Amendment are less than their respective “Commitments” under Commitments immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “"Assignor Lender”"), so that after giving effect to such reallocation the Commitments of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective CommitmentsCommitments as set forth on Schedule I attached hereto, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments.

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

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective Date, the amount of such Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders in outstanding Letters of Credit shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) ), shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments are less than their respective “Commitments” under the Existing Credit Agreement (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments.

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

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the outstanding principal amount of such Lender’s Commitment Loan is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the LendersAmendment, the outstanding principal amount of all Advances and the participations of the Lenders in outstanding Letters of Credit Loans shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with so that they are held by the amount of each Lender’s Commitment Lenders as set forth on Schedule II I attached hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that Loan exceeds its Loan immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments Loans of the Lenders whose Commitments Loans are less than their respective “Commitments” under Loans immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that the Commitments Loan of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective CommitmentsLoans, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the amount of such Lender’s Commitment is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments of each of the Lenders, the outstanding amount of all Advances outstanding Revolving Loans and the participations of the Lenders in outstanding Letters of Credit and Swingline Loans shall be reallocated among the Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II I attached hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that after giving effect to this Amendment exceeds its Commitment immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments after giving effect to this Amendment are less than their respective “Commitments” under Commitments immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that after giving effect to such reallocation the Commitments of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective CommitmentsCommitments as set forth on Schedule I attached hereto, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower Borrowers and each Lender agree that upon the effectiveness of this Agreement on Amendment (the Restatement date of such effectiveness, the “Amendment Effective Date”), the amount of such Lender’s Revolving Credit Commitment is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments Revolving Credit Commitment of each of the Lenders, Lenders and the outstanding amount of all Advances and the participations of the Lenders in outstanding Letters of Revolving Credit Loans shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Revolving Credit Commitment set forth on Schedule II hereto)Percentages, and in order to effect such reallocations, each Lender whose Revolving Credit Commitment is in an amount that upon the effectiveness of this Amendment exceeds its Revolving Credit Commitment immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Credit Commitments of the Lenders whose Revolving Credit Commitments are less than their respective “Commitments” under Revolving Credit Commitment immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that the Revolving Credit Commitments of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions Acceptances without the payment of any related assignment fee, and, except for any requested replacement promissory notes Revolving Credit Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective CommitmentsRevolving Credit Commitments (after giving effect to this Amendment), no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). On the Amendment Effective Date, the Revolving Credit Commitments of Caterpillar Financial Services Corporation (the “Exiting Lender”) shall be terminated, all outstanding amounts due under the Credit Agreement and the other Loan Documents to the Exiting Lender on the Amendment Effective Date shall be paid in full, and the Exiting Lender shall cease to be a Lender under the Credit Agreement. The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments. Further, the Administrative Agent shall make a portion of such cash settlements available to the Exiting Lender as is necessary to pay in full all outstanding amounts due under the Credit Agreement and the other Loan Documents owing to such Exiting Lender.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the amount of such Lender’s Revolving Committed Amount and Revolving Commitment is Percentage are as set forth on Schedule II 2.01 attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments Revolving Committed Amounts of each of the Lenders, the outstanding amount of all Advances outstanding Revolving Loans and the participations participation interests of the Lenders in any outstanding Letters of Credit and Swingline Loans shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Revolving Commitment set forth on Schedule II hereto)Percentages, and in order to effect such reallocations, each Lender whose Commitment is in an amount that Revolving Committed Amount upon the effectiveness of this Amendment exceeds its Revolving Committed Amount immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Commitments of the Lenders whose Revolving Commitments are less than their respective “Commitments” under Revolving Committed Amounts immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that the Commitments Revolving Committed Amounts of each Lender will be as set forth on Schedule II 2.01 attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective CommitmentsRevolving Committed Amounts, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Revolving Lender agree that upon the effectiveness of this Agreement on the Restatement Effective DateAmendment, the amount of such Revolving Lender’s Revolving Commitment is as set forth on Schedule II I to the Credit Agreement shall be as set forth on Schedule I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Revolving Commitments of each of the Revolving Lenders, the outstanding amount of all Advances outstanding Revolving Loans and the participations of the Revolving Lenders in outstanding Letters of Credit and Swingline Loans shall be reallocated among the Revolving Lenders in accordance with their respective Revolving Commitment Percentages (determined in accordance with the amount of each Revolving Lender’s Revolving Commitment set forth on Schedule II I attached hereto), and in order to effect such reallocations, each Revolving Lender whose Revolving Commitment is in an amount that exceeds its Revolving Commitment immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Commitments of the Lenders whose Revolving Commitments are less than their respective “Commitments” under Revolving Commitments immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that the Revolving Commitments of each Revolving Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders (other than any such Lender who has notified the Administrative Agent that it has elected not to receive a replacement Revolving Note) in the principal amounts amount of their respective Revolving Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon Upon the effectiveness of any Incremental Revolving Commitments pursuant to this Agreement on Section 2.13, (x) each Revolving Lender immediately prior to the Restatement relevant Incremental Effective Date, the amount Date will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of such Incremental Revolving Commitment (each, an “Incremental Revolving Lender”), and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s Commitment is as set forth on Schedule II hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective Date, the Commitments of each of the Lenders, the outstanding amount of all Advances and the participations of the Lenders hereunder in outstanding Letters of Credit shall be reallocated among (but not, for the Lenders in accordance with their respective Percentages (determined in accordance with the amount avoidance of each Lender’s Commitment set forth on Schedule II hereto), and in order to effect such reallocations, each Lender whose Commitment is in an amount that exceeds the amount of its “Commitment” under the Existing Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect ofdoubt, the Commitments of the Lenders whose Commitments are less than their respective “related Revolving Commitments” under the Existing Credit Agreement (each an “Assignor Lender”)) such that, so that the Commitments of each Lender will be as set forth on Schedule II hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and (y) in the case of the provision of any netting Increase Revolving Commitments, the Borrower shall prepay any Revolving Loans of the applicable Class held by Revolving Lenders immediately prior to the relevant Incremental Effective Date with proceeds of such Increase Revolving Commitments (which may be effected through assignments of funded Revolving Loans of such Class from Revolving Lenders immediately prior to such increase to the relevant Incremental Lenders), as directed by the Administrative Agent) with respect Agent such that after giving effect to such reallocations prepayment or assignments the percentage of the aggregate outstanding Revolving Loans of such Class held by each Revolving Lender holding Revolving Commitments of such Class (including Incremental Lenders holding Increase Revolving Commitments of such Class) will equal the percentage of the aggregate Revolving Commitments of such Class of all Revolving Lenders holding Revolving Commitments of such Class (including Incremental Lenders with Increase Revolving Commitments of such Class) represented by such Revolving Lender’s Revolving Commitment of such Class (including Increase Revolving Commitments of such Class). In addition, in connection with the incurrence of any Increase Term Loans, the Administrative Agent is hereby authorized to make such adjustments necessary to ensure that such Increase Term Loans are included ratably in each applicable Term Borrowing and assignmentseach Lender’s Applicable Percentage of the applicable Class of Term Loans is adjusted to reflect the increased size of such Class. TheThe Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentences, and such transactions shall not be required to be effected in accordance with Section 11.06. For the avoidance of doubt, Revolving Loans and participations in Letters of Credit assigned pursuant to this Section 2.13(e) shall, upon receipt thereof by the relevant Incremental Revolving Lenders, be deemed to be Revolving Loans and participations in Letters of Credit in respect of the Incremental Revolving Commitments acquired by such Incremental Revolving Lenders on the applicable Incremental Effective Date, and the terms of such Revolving Loans and participation interests (including without limitation the interest rate and maturity applicable thereto) shall be adjusted accordingly. The Letter of Credit Sublimit may be increased as part of any Incremental Revolving Commitments in an amount not to exceed the amount of such Incremental Revolving Commitments, subject to consent of each L/C Issuer.

Reallocations. (a) [Reserved]. (b) The Administrative Agent, the Borrower and each Lender agree that upon the effectiveness of this Agreement on Amendment (the Restatement date of such effectiveness, the “Amendment Effective Date”), the amount of such Lender’s Revolving Commitment is as set forth on Schedule II I attached hereto. Simultaneously with the effectiveness of this Agreement on the Restatement Effective DateAmendment, the Commitments Revolving Commitment of each of the Lenders, the outstanding amount of all Advances outstanding Revolving Loans and the participations participation interests of the Lenders in any outstanding Letters of Credit and Swingline Loans shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule II hereto)Percentages, and in order to effect such reallocations, each Lender whose Revolving Commitment is in an amount that upon the effectiveness of this Amendment exceeds its Revolving Commitment immediately prior to the amount effectiveness of its “Commitment” under the Existing Credit Agreement this Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Commitments of the Lenders whose Revolving Commitments are less than their respective “Commitments” under Revolving Commitment immediately prior to the Existing Credit Agreement effectiveness of this Amendment (each an “Assignor Lender”), so that the Revolving Commitments of each Lender will be as set forth on Schedule II I attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes Revolving Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts amount of their respective CommitmentsRevolving Commitments (after giving effect to this Amendment), no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). On the Amendment Effective Date, the Revolving Commitments of each of UBS Loan Finance LLC and City National Bank (each, an “Exiting Lender”) shall be terminated, all outstanding amounts due under the Credit Agreement and the other Loan Documents to the Exiting Lenders on the Amendment Effective Date shall be paid in full, and each Exiting Lender shall cease to be a Lender under the Credit Agreement. The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments. Further, the Administrative Agent shall make a portion of such cash settlements available to the Exiting Lenders as is necessary to pay in full all outstanding amounts due under the Credit Agreement and the other Loan Documents owing to such Exiting Lenders.

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

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