Common use of Reallocation of Commitments Clause in Contracts

Reallocation of Commitments. The Lead Borrower may, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the RoW Subfacility (a “Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its Affiliates.

Reallocation of Commitments. The Lead Borrower (a) Without limitation of the Borrowers’ rights under Section 2.16 or Section 2.21, the Borrowers may, by at any time (but not more often than once in any fiscal quarter) during the Availability Period, upon not less than five Business Days’ prior written notice to the Administrative AgentAgent (the “Reallocation Notice”), request that reallocate the Administrative Agent and aggregate amount of unused Commitments among the Lenders increase or decrease the RoW Subfacility Tranches (a “Revolver Commitment AdjustmentReallocation”), which request shall ) by not less than $5,000,000 to be granted provided effective on the date set forth in such notice (each a “Reallocation Date”) that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent is at least three (3) Business Days 90 days prior to the requested date Maturity Date then in effect; provided, however, that (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (vi) in no event shall any Reallocation cause the Revolving Commitments under of any Tranche to be less than the RoW Subfacility exceed 25% lesser of (1) in the case of the Aggregate CommitmentsU.S. Dollar Tranche, $50,000,000 or (2) the portion of the Outstanding Amount then allocable to such Tranche, (viii) no Revolver Commitment Adjustment on the Reallocation Date the following statements shall be permitted if, after giving effect thereto, an Overadvance would exist, true and (vii) the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Lead Borrower Company, dated the Reallocation Date, stating that (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Commitment Adjustment Reallocation Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After after giving effect to any Revolver Commitment Adjustmentthe Reallocation, except to the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (extent that such representations and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal warranties specifically refer to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may electan earlier date, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice which case they are true and correct in all material respects as of such election to the Administrative Agent. For earlier date, and except that for purposes of this Section 2.20, each reference the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.11, and (y) no Default or Event of Default exists or would result from such Reallocation, (iii) immediately after giving effect to such Reallocation, in no event shall the Outstanding Amount under such Tranche exceed the Commitments in respect of such Tranche at such time. The Reallocation Notice shall (x) specify (1) the proposed aggregate amount of such Reallocation (the “Total Reallocation Amount”), (2) the Tranche or Tranches being increased (each, an “Increasing Tranche”), (3) the Tranche or Tranches being decreased (each, a “Lender” shall include its AffiliatesDecreasing Tranche”), and (4) the proposed Reallocation Date and (y) contain a certification signed by a Responsible Officer of the Company stating that all of the requirements set forth in this Section 2.20(a) have been satisfied or, as of the Reallocation Date, will be satisfied.

Reallocation of Commitments. Upon the effectiveness of this Agreement, all outstanding “Revolving Credit Loans” given by the Lenders under and as defined in the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The Lead Borrower mayparties hereto acknowledge and agree that, by written notice notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, as of the Closing Date, (i) the Commitments and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party to the Administrative AgentExisting Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, request that without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and the Lenders increase or decrease the RoW Subfacility (a “Revolver Commitment Adjustment”), which request shall be granted provided other changes in commitments contemplated hereby such that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto to such settlements each Lender’s Applicable Percentage with respect to the applicable Facility shall be as of set forth on Schedule 2.01; provided, that the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility foregoing re-allocations and deemed assignments shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20not give rise to, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage hereby waives, payment of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this any additional amounts under Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its Affiliates3.05.

Reallocation of Commitments. The Lead Borrower (a) Without limitation of the Borrowers’ rights under Section 2.16 or Section 2.21, the Borrowers may, by at any time (but not more often than once in any fiscal quarter) during the Availability Period, upon not less than five Business Days’ prior written notice to the Administrative AgentAgent (the “Reallocation Notice”), request that reallocate the Administrative Agent and aggregate amount of unused Commitments among the Lenders increase or decrease the RoW Subfacility Tranches (a “Revolver Commitment AdjustmentReallocation”), which request shall ) by not less than $5,000,000 to be granted provided effective on the date set forth in such notice (each a “Reallocation Date”) that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent is at least three (3) Business Days 90 days prior to the requested date Maturity Date then in effect with respect to Committed Loans; provided, however, that (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (vi) in no event shall any Reallocation cause the Revolving Commitments under of any Tranche to be less than the RoW Subfacility exceed 25% lesser of (1) in the case of the Aggregate CommitmentsU.S. Dollar Tranche, $50,000,000 or (2) the portion of the Outstanding Amount then allocable to such Tranche, (viii) no Revolver Commitment Adjustment on the Reallocation Date the following statements shall be permitted if, after giving effect thereto, an Overadvance would exist, true and (vii) the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Lead Borrower Company, dated the Reallocation Date, stating that (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that to the extent that any representation or warranty is qualified as to “materiality”, “Material Adverse Effect” or similar language, such representation or warranty shall be true and correct in all respects (but, for the avoidance of doubt, subject to any qualification contained therein as to “materiality”, “Material Adverse Effect” or similar language)) on and as of the Commitment Adjustment Reallocation Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After after giving effect to the Reallocation, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that to the extent that any Revolver Commitment Adjustmentrepresentation or warranty is qualified as to “materiality”, the Revolving Commitment available for use under the U.S. Subfacility “Material Adverse Effect” or the RoW Subfacilitysimilar language, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan such representation or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) warranty shall be equal true and correct in all respects (but, for the avoidance of doubt, subject to such Lender’s (any qualification contained therein as to “materiality”, “Material Adverse Effect” or participant’ssimilar language)) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For earlier date, and except that for purposes of this Section 2.20, each reference the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.11, and (y) no Default or Event of Default exists or would result from such Reallocation, (iii) immediately after giving effect to such Reallocation, in no event shall the Outstanding Amount under such Tranche exceed the Commitments in respect of such Tranche at such time. The Reallocation Notice shall (x) specify (1) the proposed aggregate amount of such Reallocation (the “Total Reallocation Amount”), (2) the Tranche or Tranches being increased (each, an “Increasing Tranche”), (3) the Tranche or Tranches being decreased (each, a “Lender” shall include its AffiliatesDecreasing Tranche”) and (4) the proposed Reallocation Date and (y) contain a certification signed by a Responsible Officer of the Company stating that all of the requirements set forth in this Section 2.20(a) have been satisfied or, as of the Reallocation Date, will be satisfied.

Reallocation of Commitments. The Lead Borrower (a) Without limitation of the Borrowers’ rights under Section 2.16 or Section 2.21, the Borrowers may, by at any time (but not more often than once in any fiscal quarter) during the Availability Period, upon not less than five Business Days’ prior written notice to the Administrative AgentAgent (the “Reallocation Notice”), request that reallocate the Administrative Agent and aggregate amount of unused Commitments among the Lenders increase or decrease the RoW Subfacility Tranches (a “Revolver Commitment AdjustmentReallocation”), which request shall ) by not less than $5,000,000 to be granted provided effective on the date set forth in such notice (each a “Reallocation Date”) that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent is at least three (3) Business Days 90 days prior to the requested date Maturity Date then in effect with respect to Revolving Loans; provided, however, that (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (vi) in no event shall any Reallocation cause the Revolving Commitments under of any Tranche to be less than the RoW Subfacility exceed 25% lesser of (1) in the case of the Aggregate CommitmentsU.S. Dollar Tranche, $50,000,000 or (2) the portion of the Outstanding Amount then allocable to such Tranche, (viii) no Revolver Commitment Adjustment on the Reallocation Date the following statements shall be permitted if, after giving effect thereto, an Overadvance would exist, true and (vii) the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Lead Borrower Company, dated the Reallocation Date, stating that (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that to the extent that any representation or warranty is qualified as to “materiality”, “Material Adverse Effect” or similar language, such representation or warranty shall be true and correct in all respects (but, for the avoidance of doubt, subject to any qualification contained therein as to “materiality”, “Material Adverse Effect” or similar language)) on and as of the Commitment Adjustment Reallocation Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After after giving effect to the Reallocation, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that to the extent that any Revolver Commitment Adjustmentrepresentation or warranty is qualified as to “materiality”, the Revolving Commitment available for use under the U.S. Subfacility “Material Adverse Effect” or the RoW Subfacilitysimilar language, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan such representation or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) warranty shall be equal true and correct in all respects (but, for the avoidance of doubt, subject to such Lender’s (any qualification contained therein as to “materiality”, “Material Adverse Effect” or participant’ssimilar language)) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For earlier date, and except that for purposes of this Section 2.20, each reference the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.11, and (y) no Default or Event of Default exists or would result from such Reallocation, (iii) immediately after giving effect to such Reallocation, in no event shall the Outstanding Amount under such Tranche exceed the Commitments in respect of such Tranche at such time. The Reallocation Notice shall (x) specify (1) the proposed aggregate amount of such Reallocation (the “Total Reallocation Amount”), (2) the Tranche or Tranches being increased (each, an “Increasing Tranche”), (3) the Tranche or Tranches being decreased (each, a “Lender” shall include its AffiliatesDecreasing Tranche”) and (4) the proposed Reallocation Date and (y) contain a certification signed by a Responsible Officer of the Company stating that all of the requirements set forth in this Section 2.20(a) have been satisfied or, as of the Reallocation Date, will be satisfied.

Reallocation of Commitments. The Lead Borrower mayLenders have agreed among themselves to reallocate their respective Commitments, by written notice and to, among other things, permit one or more of the Lenders to increase their respective Commitments under the Administrative AgentCredit Agreement (each, request that an “Increasing Lender”). Each of the Administrative Agent and the Lenders increase or decrease the RoW Subfacility (a “Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: Borrower hereby consents to (i) only four Revolver Commitment Adjustments may be made in any fiscal year, the reallocation of the Commitments and (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of increase in each Increasing Lender’s Commitment. On the date of such request or both immediately before this Amendment becomes effective and after giving effect thereto to such reallocation, increase and assignment of the Aggregate Commitment, the Commitment of each Lender shall be as set forth on Schedule 2.01 of the Credit Agreement, as amended by this Amendment. Each Lender hereby consents to the Commitments set forth on Schedule 2.01 of the Credit Agreement, as amended by this Amendment. The reallocation of the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The increase in each Increasing Lender’s Commitment shall be deemed to have been consummated pursuant to the terms of the Commitment Adjustment Date, Increase Certificate attached as Exhibit F-1 to the Credit Agreement as if such Increasing Lender had executed a Commitment Increase Certificate with respect to such increase. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in clause (ivC) any of Section 11.04(b)(ii) and Section 11.04(b)(iii) of the Credit Agreement with respect to the increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in Commitment of each Increasing Lender and the U.S. Subfacility pursuant to assignments and reallocations contemplated by this Section 2.20, 3. To the extent requested by any Lender and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) Section 2.17 of the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment AdjustmentCredit Agreement, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) Borrower shall be equal pay to such Lender’s (or participant’s) Pro Rata Share , within the time period prescribed by Section 2.17 of the U.S. Subfacility Credit Agreement, any amounts required to be paid by the Borrower under Section 2.17 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or RoW Subfacility, as applicable. Notwithstanding the foregoing, conversion of any Eurodollar Loan other than on the Lead Borrower may elect, last day of an Interest Period applicable thereto is required in its sole discretion, to terminate connection with the application of reallocation and increase contemplated by this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its Affiliates3.

Reallocation of Commitments. (a) On the Amendment Effective Date, (i) a reallocation of Revolving Credit Commitments shall be effected by reallocating $125,000,000.00 of Commitments from the U.S. Dollar Revolving Credit Facility to the Multicurrency Revolving Credit Facility (the “Current Reallocation”), (ii) the Current Reallocation shall result in each Lender holding the respective Commitment or Commitments designated for such Lender on Annex A attached hereto, (iii) to the extent Advances then outstanding and owed to any U.S. Dollar Revolving Lender or any Multicurrency Revolving Lender immediately prior to the effectiveness of the Reallocation shall be less than such Lender’s U.S. Dollar Revolving Credit Pro Rata Share or Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding that are owed to U.S. Dollar Revolving Lenders or to Multicurrency Revolving Lenders (collectively, including any applicable Assuming Lender, the “Purchasing Lenders”), in each case as applicable, then such Purchasing Lenders, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Purchasing Lender (collectively, the “Selling Lenders”), in an amount sufficient such that following the effectiveness of all such assignments (x) the Advances outstanding and owed to each U.S. Dollar Revolving Lender shall equal such Lender’s U.S. Dollar Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding in respect of the U.S. Dollar Revolving Credit Facility and (y) the Advances outstanding and owed to each Multicurrency Revolving Lender shall equal such Lender’s Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding in respect of the Multicurrency Revolving Credit Facility. The Lead Borrower may, Administrative Agent shall calculate the net amount to be paid by written notice each Purchasing Lender and received by each Selling Lender in connection with the assignments effected hereunder on the Amendment Effective Date. Each Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, request that in same day funds, at the office of the Administrative Agent and not later than 12:00 P.M. (New York time) on the Lenders increase or decrease Amendment Effective Date. The Administrative Agent shall distribute on the RoW Subfacility (a “Revolver Commitment Adjustment”), which request shall be granted provided that Amendment Effective Date the proceeds of such amount to each of the following conditions are satisfied: Selling Lenders entitled to receive such payments at its Applicable Lending Office. (ib) only four Revolver On the Amendment Effective Date a reallocation of the Letter of Credit Commitments shall be effected by reallocating $19,230,769 from the U.S. Dollar Letter of Credit Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) Multicurrency Letter of the effectiveness of such Revolver Commitment Adjustment (such date of effectivenessCredit Commitment, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance consistent with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its AffiliatesAnnex A attached hereto.

Reallocation of Commitments. The Lead (a) Without limitation of the Borrower’s rights under Section 2.18, the Borrower may, by at any time (but not more often than once in any fiscal quarter), upon not less than seven calendar days’ prior written notice to the Administrative AgentAgent (the “Reallocation Notice”), request that reallocate the Administrative Agent aggregate amount of Revolving Credit Commitments between the U.S. Dollar Revolving Credit Facility and the Lenders increase or decrease the RoW Subfacility Multicurrency Revolving Credit Facility (a “Revolver Commitment AdjustmentReallocation”), which request shall ) by not less than U.S. $5,000,000 to be granted provided effective as of a date (each a “Reallocation Date”) that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent is at least three (3) Business Days 90 days prior to the requested date scheduled Termination Date then in effect; provided, however, that (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (vi) in no event shall any Reallocation cause (A) the U.S. Dollar Revolving Credit Commitments under to be less than the RoW Subfacility exceed 25% lesser of (1) $100,000,000.00 or (2) the Aggregate Commitmentsaggregate amount of U.S. Dollar Revolving Credit Commitments then outstanding (after accounting for any adjustments thereto pursuant to Section 2.05) or (B) the Multicurrency Revolving Credit Commitments to be less than the lesser of (1) $100,000,000.00 or (2) the aggregate amount of Multicurrency Revolving Credit Commitments then outstanding (after accounting for any adjustments thereto pursuant to Section 2.05), (viii) no Revolver Commitment Adjustment on the Reallocation Date the following statements shall be permitted if, after giving effect thereto, an Overadvance would exist, true and (vii) the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Lead Borrower Borrower, dated the Reallocation Date, stating that (x) the representations and warranties contained in Section 4.01 are correct in all material respects as though made on and as of the Commitment Adjustment Reallocation Date certifying (except to the satisfaction extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date)) and (y) no Default or Event of Default has occurred and is continuing or would result from such Reallocation, (iii) immediately after giving effect to such Reallocation, in no event shall (A) the aggregate principal amount of the U.S. Dollar Revolving Credit Advances outstanding at such time plus the Available Amount of all outstanding U.S. Dollar Letters of Credit at such conditions time exceed the U.S. Dollar Revolving Credit Commitments at such time or (B) the aggregate principal amount of the Multicurrency Revolving Credit Advances (expressed in Dollars and including calculations thereof the Equivalent in reasonable detailDollars at such time of any amounts denominated in a Committed Foreign Currency) plus the Available Amount of all outstanding Multicurrency Letters of Credit (expressed in Dollars and otherwise including the Equivalent in form and substance reasonably satisfactory to Dollars at such time of any amounts denominated in a Committed Foreign Currency) at such time exceed the Administrative AgentMulticurrency Revolving Credit Commitments at such time. Any such Revolver Commitment Adjustment The Reallocation Notice shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (x) specify (1) the proposed aggregate RoW Revolving Commitments available for use under amount of such Reallocation (the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and “Total Reallocation Amount”), (2) the aggregate U.S. Revolving Facility being increased (the “Increasing Facility”), (3) the Facility being decreased (the “Decreasing Facility”), and (4) the proposed Reallocation Date and (y) contain a certification signed by a Responsible Officer of the Borrower stating that all of the requirements set forth in this Section 2.19(a) have been satisfied or, as of the Reallocation Date, will be satisfied. (b) Upon receipt of any Reallocation Notice, the Administrative Agent shall promptly deliver a copy of such Reallocation Notice to each Issuing Bank and each Lender and notify each Lender of its proposed proportionate share of (i) the Decreasing Facility, (ii) the Increasing Facility, and (iii) the Total Reallocation Amount. Such determinations shall be made by the Administrative Agent for each Lender within each Facility based on the ratio of the Commitment of such Lender in respect of such Facility to the total Commitments available for use under the U.S. Subfacility then in effect among the of all Lenders in accordance respect of such Facility, and (iv) the date by which Lenders with increasing Commitments, if any, resulting from such Reallocation must commit in writing to the increase in their respective Commitments (the “Reallocation Commitment Date”). Each Lender that is willing to participate in such Commitment increase resulting from the Reallocation (each, an “Increasing Reallocation Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable”) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may electshall, in its sole discretion, give written notice to terminate the application Administrative Agent on or prior to the Reallocation Commitment Date of this Section 2.20 the amount by delivering which it is willing to increase its applicable Commitment (an “Increased Commitment Amount”). If any Lender in the Increasing Facility shall fail to provide such notice or shall decline, in whole or in part, to commit to its allocable share of the Commitment increase, then the Administrative Agent shall promptly offer such share to other Increasing Reallocation Lenders on a pro rata basis. Each Issuing Bank shall confirm in writing its approval of the Reallocation. (c) Promptly following the Reallocation Commitment Date, the Administrative Agent shall notify the Borrower of any shortfall in the Commitments allocable to the Increasing Facility. In the event of any such shortfall, the provisions of Sections 2.18(c) and 2.18(d) shall apply, mutatis mutandis. (d) On the applicable Reallocation Date, (i) the Reallocation shall be effected by reallocating Commitments from the Decreasing Facility to the Increasing Facility on a dollar-for-dollar basis, and (ii) to the extent Advances then outstanding and owed to any U.S. Dollar Revolving Lender or any Multicurrency Revolving Lender immediately prior to the effectiveness of the Reallocation shall be less than such Lender’s U.S. Dollar Revolving Credit Pro Rata Share or Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of such election Reallocation) of all Advances then outstanding that are owed to U.S. Dollar Revolving Lenders or to Multicurrency Revolving Lenders (collectively, including any applicable Assuming Lender, the “Purchasing Lenders”), in each case as applicable, then such Purchasing Lenders, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Purchasing Lender (collectively, the “Selling Lenders”), in an amount sufficient such that following the effectiveness of all such assignments (x) the Advances outstanding and owed to each U.S. Dollar Revolving Lender shall equal such Lender’s U.S. Dollar Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Reallocation) of all Advances then outstanding in respect of the U.S. Dollar Revolving Credit Facility and (y) the Advances outstanding and owed to each Multicurrency Revolving Lender shall equal such Lender’s Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Reallocation) of all Advances then outstanding in respect of the Multicurrency Revolving Credit Facility. The Administrative Agent shall calculate the net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the assignments effected hereunder on the Reallocation Date. Each Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Reallocation Date. For purposes The Administrative Agent shall distribute on the Reallocation Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. (e) On the Reallocation Date, the Letter of Credit Commitments shall, subject to the provisions of this Section 2.202.19(e), be reallocated between the U.S. Dollar Letter of Credit Facility and the Multicurrency Letter of Credit Facility in a manner proportionate to the Reallocation of Revolving Credit Commitments from the Decreasing Facility to the Increasing Facility. Upon the effectiveness of such reallocation, (i) the U.S. Dollar Letter of Credit Commitment shall be an amount equal to the aggregate amount of the Letter of Credit Commitments multiplied by the quotient obtained by dividing the U.S. Dollar Revolving Credit Commitments (as in effect immediately following the Reallocation) by the aggregate Revolving Credit Commitments, and (ii) the Multicurrency Letter of Credit Commitment shall be an amount equal to the aggregate amount of the Letter of Credit Commitments less the amount of the U.S. Dollar Letter of Credit Commitment established pursuant to the preceding clause (i); provided, however, that such reallocation of the Letter of Credit Commitments shall be made only to the extent that following the effectiveness thereof (x) the sum of all Letter of Credit Advances then outstanding in respect of U.S. Dollar Letters of Credit plus the Available Amount of all U.S. Dollar Letters of Credit shall not exceed the U.S. Dollar Letter of Credit Commitment, and (y) the sum of all Letter of Credit Advances then outstanding in respect of Multicurrency Letters of Credit plus the Available Amount of all Multicurrency Letters of Credit shall not exceed the Multicurrency Letter of Credit Commitment. (f) On the Reallocation Date, the Borrower shall execute and deliver a replacement Note payable to the order of each reference Lender requesting the same in a principal amount equal to such Lender’s respective Revolving Credit Commitment immediately following the effectiveness of the Reallocation. Each Lender receiving a “Lender” replacement Note shall include its Affiliatespromptly return to the Borrower any previously issued Note for which such replacement Note was delivered in exchange. (g) On the Reallocation Date, the Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, telex or other electronic mail communication, of the occurrence of the Reallocation to be effected on such Reallocation Date and shall promptly distribute to the Lenders and the Borrower a copy of Schedule I hereto revised to reflect such Reallocation. The Administrative Agent shall record in the Register the relevant information with respect to each Lender on such Reallocation Date in accordance with Section 9.07.” (l) Section 5.02(h) of the Credit Agreement is hereby deleted and the following is hereby substituted therefor:

Reallocation of Commitments. The Lead Among this Agreement and the Alexander & B▇▇▇▇▇▇ Credit Agreement. (a) the Borrower may, by written notice shall have delivered a Commitment Reallocation Notice to the Administrative Agent; (b) any such Commitment Reallocation shall be in a minimum principal amount of $5,000,000 and whole multiples of $1,000,000 in excess thereof; (c) any such Commitment Reallocation shall be applied ratably to the Commitments of the Lenders; (d) any such Commitment Reallocation shall be permitted under the Alexander & B▇▇▇▇▇▇ Credit Agreement; (e) in connection with any Commitment Reallocation, request that the Administrative Agent and Borrower shall prepay the Lenders increase or decrease Obligations to the RoW Subfacility (a “Revolver Commitment Adjustment”extent required pursuant to Section 2.05(c), which request shall be granted provided that together with any amounts payable pursuant to Section 3.05 if such prepayment is of a Eurodollar Loan on a day other than the last day of the applicable Interest Period; (f) before and after giving effect to any such Commitment Reallocation, each of the following conditions are satisfied: Lenders must hold a ratable "Commitment" under, and as defined in, the Alexander & B▇▇▇▇▇▇ Credit Agreement; (ig) only four Revolver at the time of such Commitment Adjustments may Reallocation, the Borrower is a wholly-owned Subsidiary of Alexander & B▇▇▇▇▇▇; and (h) after giving effect to any such Commitment Reallocation, the Aggregate Commitments shall not exceed $150,000,000. This Section shall supersede any provisions in Section 10.01 to the contrary. A Commitment Reallocation made pursuant to this Section shall not be made in any fiscal year, (ii) the written request for considered a Revolver Commitment Adjustment must be received termination or reduction by the Administrative Agent Borrower of the Aggregate Commitments as described in Section 2.06. So long as no Default exists, upon at least three (3) Business Days prior written notice to the requested date Agent (which shall be a Business Daypromptly notify the Lenders) of from the effectiveness of such Revolver Commitment Adjustment (such date of effectivenessBorrower and Alexander & B▇▇▇▇▇▇, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender 2.14 (and the percentage corresponding provisions of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation inthe Alexander & B▇▇▇▇▇▇ Credit Agreement) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” terminated whereupon no further Commitment Reallocations shall include its Affiliatesbe permitted.

Reallocation of Commitments. The Lead Borrower mayOn the Agreement Effective Date, by written notice each of the Lenders under the Credit Agreement hereby sells, assigns, transfers and conveys to the Administrative AgentLenders hereunder, request and each of the Lenders hereby purchases and accepts, so much of the aggregate Commitments under, and Loans and participations in Letters of Credit outstanding under, the Credit Agreement such that, immediately after giving effect to this Agreement, including the amendments to the Credit Agreement set forth in Section 4 hereof, the relevant Commitments of each Lender shall be as set forth on Annex I hereto (it being understood that (i) if any Letters of Credit are outstanding under the Credit Agreement as of the Agreement Effective Date, then each of the Lenders shall have purchased and accepted from the other Lenders, a participation in such outstanding Letters of Credit based on its respective Applicable Percentage as reflected on Annex I hereto, and (ii) any other adjustments shall be made as the Administrative Agent and shall specify so that the Lenders increase or decrease the RoW Subfacility Revolving Credit Exposure applicable to each Lender equals its Applicable Percentage (a “Revolver Commitment Adjustment”), which request shall be granted provided that each after giving effect to this Agreement) of the following conditions aggregate Revolving Credit Exposure of all Lenders. The foregoing assignments, transfers and conveyances are satisfied: (i) only four Revolver Commitment Adjustments may be made in without recourse to any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received Lender and without any warranties whatsoever by the Administrative Agent at least three (3) Business Days prior or any Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than that the requested date (which shall warranty of any such Lender that it has not previously sold, transferred, conveyed or encumbered such interests. Each Lender hereby waives any costs required to be a Business Day) paid by the Borrower pursuant to Section 5.02 of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing Credit Agreement solely as a result of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase assignments set forth in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its Affiliates.

Reallocation of Commitments. The Lead Borrower may6.17.1 Subject to the provisions of this Section 6.17 and so long as no Event of Default has occurred and is continuing or will exist after giving effect thereto, by Borrowers may from time to time request a reallocation of all or part of any unused portion of (a) the Aggregate New Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (b) the Aggregate Used Vehicle Floorplan Commitment to the Aggregate New Vehicle Floorplan Commitment, the Aggregate Revolving Loan Commitment and/or the 105 110393723.6 0063724-00082 115525625.4 0063724-00082 6.17.2 Borrowers may request a Reallocation no more frequently than oncetwice in any calendar month. If Borrowers wish to request a Reallocation, the Company shall give the Agent irrevocable written notice thereof substantially in the form attached hereto as Exhibit O, or in such other form as is acceptable to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the RoW Subfacility (a “Revolver Commitment AdjustmentReallocation Request”), which request shall be granted provided that each of the following conditions are satisfied: no later than 11:00 a.m. (iPacific Time) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent at least three (3) two Business Days prior to the requested effective date (which shall be a Business Day) of the effectiveness Reallocation. The Agent will promptly notify the Company and the Lenders of such Revolver Commitment Adjustment (such the effective date of effectivenessany Reallocation, and the “Commitment Adjustment Date”)amount of the new Commitments for each Lender. 6.17.3 Following any Reallocation, (iiia) no Event of Default the Aggregate Commitment shall have occurred and not change; (b) the Aggregate New Vehicle Floorplan Commitment shall not be continuing as less than the then outstanding principal balance of the date New Vehicle Floorplan Loans and the New Vehicle Swing Line Loans (which, for purposes of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Datethis determination, (iv) any increase shall not be deemed to be reduced by amounts in the RoW Subfacility PR Accounts); (c) the Aggregate Used Vehicle Floorplan Commitment (i) shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25not be more than 20.00% of the amount of the Aggregate Commitments, Commitment at the time of such Reallocation and (viii) no Revolver shall not be less than the then outstanding principal balance of the Used Vehicle Floorplan Loans and the Used Vehicle Swing Line Loans; (d) the Aggregate Revolving Loan Commitment Adjustment (i) shall not be more than 20.0040.00% of the amount of the Aggregate Commitment at the time of such Reallocation and (ii) shall not be less than the then outstanding principal balance of the Revolving Loans and Revolving Swing Line Loans plus the LC Obligations and any Reserve Amount; and (e) the Aggregate Service Loaner Vehicle Floorplan Commitment (i) shall not be more than 3.00% of the amount of the Aggregate Commitment at the time of such Reallocation and (ii) shall not be less than the then outstanding principal balance of the Service Loaner Vehicle Floorplan Loans and the Service Loaner Vehicle Swing Line Loans. 6.17.4 All Reallocations shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility made pro rata among the Lenders in accordance with such Lender’s according to their respective Pro Rata Percentage and (2) Shares of the aggregate U.S. Aggregate New Vehicle Floorplan Commitment, Aggregate Used Vehicle Floorplan Commitment, Aggregate Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After Loan Commitment and/or, Aggregate Service Loaner Vehicle Floorplan Commitment, Revolving Swing Line Commitment, Used Vehicle Swing Line Commitment and/or Service Loaner Vehicle Floorplan Swing Line Commitment so that after giving effect to any Revolver Reallocation, there is no change in the Pro Rata Shares of the Lenders. 106 110393723.6 0063724-00082 115525625.4 0063724-00082 6.17.5 In connection with a Reallocation (a) the New Vehicle Swing Line Commitment, Used Vehicle Swing Line Commitment, Service Loaner Vehicle Swing Line Commitment, Revolving Swing Line Commitment Adjustmentand LC Commitment shall not be increased, (b) the New Vehicle Swing Line Commitment shall not be reduced, (c) the Used Vehicle Swing Line Commitment shall not be reduced unless the Aggregate Used Vehicle Floorplan Commitment is reduced to less than the amount of the Used Vehicle Swing Line Commitment, (d) the Revolving Swing Line Commitment and the Letter of Credit Commitment shall not be reduced unless the Aggregate Revolving Loan Commitment is reduced to less than the amount of the Revolving Swing Line Commitment and Letter of Credit Commitment, and (e) the Service Loaner Vehicle Swing Line Commitment shall not be reduced unless the Aggregate Service Loaner Vehicle Floorplan Commitment is reduced to less than the amount of the Service Loaner Vehicle Swing Line Commitment[reserved]. 6.17.6 Following any Reallocation, the Aggregate New Vehicle Floorplan Commitment, Aggregate Used Vehicle Floorplan Commitment, Aggregate Revolving Loan Commitment available for use under and Aggregate Service Loaner Vehicle Floorplan Commitment and the U.S. Subfacility or the RoW SubfacilityPro Rata Shares and New Vehicle Floorplan Commitment, as applicableUsed Vehicle Floorplan Commitment, Revolving Loan Commitment and, Service Loaner Vehicle Floorplan Commitment, Revolving Swing Line Commitment, Used Vehicle Swing Line Commitment and Service Loaner Vehicle Floorplan Swing Line Commitment of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal noted in the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record such Lender’s (information shall not affect or participant’s) Pro Rata Share limit the obligations of the U.S. Subfacility or RoW Subfacility, as applicableBorrowers hereunder. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its Affiliates.6.18

Reallocation of Commitments. The Lead Borrower may, by written notice Schedule 2.01 to the Administrative AgentCredit Agreement is deleted in its entirety and Schedule 2.01 attached hereto is substituted in place thereof. On the Amendment Effective Date, request without the action of any other Person, each of Capital One, N.A. and Branch Banking and Trust Company (each, an “Exiting Lender” and, collectively, the “Exiting Lenders”) and each of the other Lenders under the Credit Agreement that is decreasing its Commitment on the Administrative Agent Amendment Effective Date (each, a “Decreasing Lender”, and collectively the “Decreasing Lenders”) hereby assigns and sells to each of Associated Bank, National Association and Flagstar Bank (individually, a “New Lender” and, collectively, the “New Lenders”) and each of the Lenders increase or decrease under the RoW Subfacility Credit Agreement that is increasing its Commitment on the Amendment Effective Date (each, an “Increasing Lender”, and collectively the “Increasing Lenders”) a portion of its Commitment, and each New Lender and Increasing Lender hereby purchases a portion of the Commitment held by such Exiting Lender and Decreasing Lender (each, an “Revolver Commitment AdjustmentAssigned Interest” and collectively, the “Assigned Interests”), which request in each case in such amounts so that after giving effect to such assignments (a) the Lenders shall be granted provided that hold the Commitments set forth on Schedule 2.01 attached hereto, (b) the Lenders shall hold the Loans under and as defined in the Credit Agreement ratably in accordance with their respective Commitments set forth on Schedule 2.01 attached hereto, (c) the Commitments of each of the following conditions Exiting Lenders shall be reduced to zero and each Exiting Lender shall cease to be a Lender under the Credit Agreement, and (d) each of the New Lenders shall become a Lender under the Credit Agreement with the Commitment set forth opposite its name in Schedule 2.01. Such assignments shall be deemed to occur hereunder automatically, and without any requirement for additional documentation, on the Amendment Effective Date and shall be settled in accordance with the terms and provisions of the form of Assignment and Assumption attached to the Credit Agreement, which are satisfied: (i) only four Revolver Commitment Adjustments may incorporated herein by reference, including without limitation Section 1 thereof, to which each New Lender and Increasing Lender hereby agrees. Each Exiting Lender and Decreasing Lender represents and warrants to each New Lender and Increasing Lender that it has not created any adverse claim upon the interest being assigned by it to such Lender hereunder and that such interest is free and clear of any adverse claim created by such Exiting Lender or Decreasing Lender. From and after the Amendment Effective Date, all Revolving Loans, Letter of Credit participations and Swingline Loan participations shall be made ratably in any fiscal yearaccordance with each Lender’s Applicable Percentage after giving effect to the increases, (ii) assignments and reallocations in Commitments pursuant to this paragraph. Revolving Loans, Letter of Credit participations and Swingline Loan participations shall be reallocated on the written request for a Revolver Commitment Adjustment must be received Amendment Effective Date as directed by the Administrative Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) in order that Revolving Loans, Letter of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred Credit participations and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among Swingline Loan participations are held by the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After their respective Applicable Percentages after giving effect to the increases, assignments and reallocations in Commitments pursuant to this paragraph. The Borrower agrees to pay (or cause to be paid) any Revolver Commitment Adjustmentinterest, breakage fees or other costs incurred in connection with this paragraph on the Revolving Commitment available for use Amendment Effective Date (or, to the extent such payment is not requested prior to the Amendment Effective Date, promptly upon request). Any such interest or fees paid by the Borrower on the Amendment Effective Date shall be credited against the next regularly scheduled payments of interest or fees payable by the Borrower under Section 2.13 or Section 2.12 of the U.S. Subfacility or the RoW SubfacilityCredit Agreement, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its Affiliates.

Reallocation of Commitments. The Lead Borrower mayLenders have agreed among themselves to reallocate their respective Commitments, by written notice to the Administrative Agentand to, request that the Administrative Agent and among other things, permit one or more of the Lenders to increase or decrease their respective Commitments under the RoW Subfacility Credit Agreement (a each, an “Revolver Commitment AdjustmentIncreasing Lender”), which request shall be granted ) provided that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in at any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent at least three (3) Business Days time prior to the requested date Midstream Operating Credit Termination Date (which shall be a Business Day) of as defined in the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”Antero Resources Credit Agreement), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments each Lender’s Applicable Percentage under the RoW Subfacility exceed 25% of the Aggregate CommitmentsCredit Agreement shall, (vi) no Revolver Commitment Adjustment shall be permitted ifat all times, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share “Applicable Percentage” under and as defined in the Antero Resources Credit Agreement. Each of the U.S. Subfacility or RoW Subfacility, as applicableAdministrative Agent and Borrower hereby consents to (i) the reallocation of the Commitments and (ii) the increase in each Increasing Lender’s Commitment. Notwithstanding On the foregoingdate this Amendment becomes effective and after giving effect to such reallocation and increase of the Aggregate Commitment, the Lead Borrower may elect, in its sole discretion, to terminate the application Commitment of each Lender shall be as set forth on Schedule 1.01 of this Amendment. Each Lender hereby consents to the Commitments set forth on Schedule 1.01 of this Amendment. The reallocation of the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the Lenders had executed an Assignment and Assumption with respect to such reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 2.20 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by delivering this Section 2. To the extent requested by any Lender and in accordance with Section 2.16 of the Credit Agreement, Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 2. The Borrower, the Administrative Agent and each Lender hereby agree that on the Fourth Amendment Effective Date, the Aggregate Commitment automatically and without further action by the Borrower, the Administrative Agent or any Lender shall be increased in accordance with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000 (the “Increase”). Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3 of this Amendment, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the Borrower provide written notice of such election Increase to the Administrative AgentAgent on a Business Day that is not less than fifteen (15) days prior to the effective date of such Increase. For purposes of By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.202.1, each reference nothing herein shall be construed as a continuing waiver of any provision of the Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the Lenders to a “Lender” shall include its Affiliatesgrant any additional waiver with respect to any provision of the Credit Agreement or any other Loan Document.

Reallocation of Commitments. The Lead 1. Borrower mayAgent may request that Lenders change the then current allocation of their respective Commitments in order to effect an increase or decrease of such respective Revolver Commitments and corresponding decrease or increase of such respective Floorplan Commitment, with any such increase or decrease in their Revolver Commitments to be accompanied by a concurrent and equal decrease or increase, as applicable, in the Revolver Commitments (each, a “Reallocation”). Any such Reallocation shall be subject to the following conditions: (i) Borrower shall have provided to Agent a written notice (in reasonable detail) at least thirty (30) Business Days prior to the Administrative Agent, request that requested effective date (which effective date shall be the Administrative Agent first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the Lenders amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the RoW Subfacility applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (a “iii) after giving effect to the Reallocation, each Lender shall hold the same Pro Rata Share of all of the Revolver Commitment Adjustment”Commitments and Floor Plan Commitments to the Borrower, (iv) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), which request shall be granted provided that each of the following conditions are satisfied: (iv) only four Revolver Commitment Adjustments may be made any increase or decrease in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by of a Lender in its respective Revolver Commitment or Floorplan Commitment shall result in a concurrent decrease or increase in in its respective Revolver Commitment or Floorplan Commitment such that the Administrative Agent sum of all the Revolver Commitments and Floorplan Commitments of such Lender after giving effect to such Reallocation shall equal the aggregate amount of the Revolver Commitments and Floorplan Commitments of such Lender in effect immediately prior to such Reallocation, (vi) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom, (vii) at least three (3) Business Days prior to the requested date (which shall be proposed Reallocation Date, a Business Day) Senior Officer of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default Agent shall have occurred and be continuing delivered to Agent a certificate certifying as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, to compliance with preceding clauses (ivi) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, through (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would existand demonstrating (in reasonable detail) the calculations required in connection therewith, and (vii) the Administrative Agent consents to such Reallocation in its Permitted Discretion. Agent shall have received a certificate promptly notify such Lenders of the Lead Borrower dated as Reallocation Date and the amount of the affected Revolver Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory Lenders as a result thereof. The respective Pro Rata shares of Lenders shall thereafter, to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as extent applicable, be determined based on such reallocated amounts (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and subject to any subsequent changes thereto). No more than two (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then Reallocations may be made in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, each Fiscal Year of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its AffiliatesBorrower.

Reallocation of Commitments. Upon the effectiveness of this Agreement, all outstanding “Loans” given by the Lenders under and as defined in the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed to be Loans hereunder. The Lead Borrower mayparties hereto acknowledge and agree that, by written notice notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, as of the Closing Date, (i) the Commitments and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party to the Administrative AgentExisting Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, request that without recourse, to one or more Lenders such portion of the such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and the Lenders increase or decrease the RoW Subfacility (a “Revolver Commitment Adjustment”), which request shall be granted provided other changes in commitments contemplated hereby such that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto to such settlements each Lender’s Applicable Percentage with respect to the Facility shall be as of set forth on Schedule 2.01; provided, that the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility foregoing re-allocations and deemed assignments shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20not give rise to, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage hereby waives, payment of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this any additional amounts under Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its Affiliates3.05.

Reallocation of Commitments. The Lead (i) Borrower mayAgent may request that Lenders change the then current allocation of their respective Commitments in order to effect an increase or decrease of such respective Revolver Commitments and corresponding decrease or increase of such respective Floorplan Commitment, with any such increase or decrease in their Revolver Commitments to be accompanied by a concurrent and equal decrease or increase, as applicable, in the Revolver Commitments (each, a “Reallocation”). Any such Reallocation shall be subject to the following conditions: (i) Borrower shall have provided to Agent a written notice (in reasonable detail) at least thirty (30) Business Days prior to the Administrative Agent, request that requested effective date (which effective date shall be the Administrative Agent first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the Lenders amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the RoW Subfacility applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (a “iii) after giving effect to the Reallocation, each Lender shall hold the same Pro Rata Share of all of the Revolver Commitment Adjustment”Commitments and Floor Plan Commitments to the Borrower, (iv) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), which request shall be granted provided that each of the following conditions are satisfied: (iv) only four Revolver Commitment Adjustments may be made any increase or decrease in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by of a Lender in its respective Revolver Commitment or Floorplan Commitment shall result in a concurrent decrease or increase in in its respective Revolver Commitment or Floorplan Commitment such that the Administrative Agent sum of all the Revolver Commitments and Floorplan Commitments of such Lender after giving effect to such Reallocation shall equal the aggregate amount of the Revolver Commitments and Floorplan Commitments of such Lender in effect immediately prior to such Reallocation, (vi) after giving 126471205_8 effect to such Reallocation, no Overadvance would exist or would result therefrom, (vii) at least three (3) Business Days prior to the requested date (which shall be proposed Reallocation Date, a Business Day) Senior Officer of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default Agent shall have occurred and be continuing delivered to Agent a certificate certifying as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, to compliance with preceding clauses (ivi) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, through (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would existand demonstrating (in reasonable detail) the calculations required in connection therewith, and (vii) the Administrative Agent consents to such Reallocation in its Permitted Discretion. Agent shall have received a certificate promptly notify such Lenders of the Lead Borrower dated as Reallocation Date and the amount of the affected Revolver Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory Lenders as a result thereof. The respective Pro Rata shares of Lenders shall thereafter, to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as extent applicable, be determined based on such reallocated amounts (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and subject to any subsequent changes thereto). No more than two (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then Reallocations may be made in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, each Fiscal Year of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its AffiliatesBorrower.

Reallocation of Commitments. The Lead Borrower mayAgent may request that Lenders change the then current allocation of their respective Commitments in order to effect an increase or decrease of such respective Revolver Commitments and corresponding decrease or increase of such respective Floorplan Commitment, with any such increase or decrease in their Revolver Commitments to be accompanied by a concurrent and equal decrease or increase, as applicable, in the Revolver Commitments (each, a “Reallocation”). Any such Reallocation shall be subject to the following conditions: (i) Borrower shall have provided to Agent a written notice (in reasonable detail) at least thirty (30) Business Days prior to the Administrative Agent, request that requested effective date (which effective date shall be the Administrative Agent first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the Lenders amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the RoW Subfacility applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (a “iii) after giving effect to the Reallocation, each Lender shall hold the same Pro Rata Share of all of the Revolver Commitment Adjustment”Commitments and Floor Plan Commitments to the Borrower, (iv) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), which request shall be granted provided that each of the following conditions are satisfied: (iv) only four Revolver Commitment Adjustments may be made any increase or decrease in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by of a Lender in its respective Revolver Commitment or Floorplan Commitment shall result in a concurrent decrease or increase in in its respective Revolver Commitment or Floorplan Commitment such that the Administrative Agent sum of all the Revolver Commitments and Floorplan Commitments of such Lender after giving effect to such Reallocation shall equal the aggregate amount of the Revolver Commitments and Floorplan Commitments of such Lender in effect immediately prior to such Reallocation, (vi) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom, (vii) at least three (3) Business Days prior to the requested date (which shall be proposed Reallocation Date, a Business Day) Senior Officer of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default Agent shall have occurred and be continuing delivered to Agent a certificate certifying as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, to compliance with preceding clauses (ivi) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, through (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would existand demonstrating (in reasonable detail) the calculations required in connection therewith, and (vii) the Administrative Agent consents to such Reallocation in its Permitted Discretion. Agent shall have received a certificate promptly notify such Lenders of the Lead Borrower dated as Reallocation Date and the amount of the affected Revolver Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory Lenders as a result thereof. The respective Pro Rata shares of Lenders shall thereafter, to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as extent applicable, be determined based on such reallocated amounts (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and subject to any subsequent changes thereto). No more than two (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then Reallocations may be made in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, each Fiscal Year of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its AffiliatesBorrower.

Reallocation of Commitments. The Lead (a) Borrower mayAgent may request that Lenders change the then current allocation of their respective Revolver Commitments in order to effect an increase or decrease of such respective US Revolver Commitments and corresponding decrease or increase of such respective UK Revolver Commitments, with any such increase or decrease in their US Revolver Commitments to be accompanied by a concurrent and equal decrease or increase, as applicable, in the UK Revolver Commitments (each, an “Commitment Reallocation”). (b) Any such Commitment Reallocation shall be subject to the following conditions: (i) Borrowers shall have provided to Agent a written notice (in reasonable detail) at least thirty (30) Business Days prior to the Administrative Agent, request that requested effective date (which effective date shall be the Administrative Agent first day of the subsequent Fiscal Quarter) of such Commitment Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the Lenders amounts of the proposed applicable Revolver Commitments reallocation to be effected, (ii) any such Commitment Reallocation shall increase or decrease the RoW Subfacility applicable Revolver Commitments in increments of $1,000,000, (a “iii) after giving effect to the Commitment Reallocation, each Lender shall hold the same Pro Rata Share of all of the applicable Revolver Commitments to the Borrowers, (iv) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Commitment Reallocation), (v) any increase or decrease in the applicable Revolver Commitment Adjustment”), which request of a Lender in its respective US Revolver Commitment shall be granted provided result in a concurrent decrease or increase in in its respective UK Revolver Commitment such that each the sum of all the Revolver Commitments of such Lender after giving effect to such Commitment Reallocation shall equal the aggregate amount of the following conditions are satisfied: (i) only four Revolver Commitments of such Lender in effect immediately prior to such Commitment Adjustments may be made in any fiscal yearReallocation, (iivi) the written request for a Revolver after giving effect to such Commitment Adjustment must be received by the Administrative Agent Reallocation, no US Overadvance or UK Overadvance, as applicable, would exist or would result therefrom, (vii) at least three (3) Business Days prior to the requested date (which shall be proposed Commitment Reallocation Date, a Business Day) Senior Officer of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default Borrower Agent shall have occurred and be continuing delivered to Agent a certificate certifying as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, to compliance with preceding clauses (ivi) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, through (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would existand demonstrating (in reasonable detail) the calculations required in connection therewith, and (vii) the Administrative Agent consents to such Commitment Reallocation in its Permitted Discretion. Agent shall have received a certificate promptly notify such applicable Lenders of the Lead Borrower dated as Reallocation Date and the amount of the affected Revolver Commitment Adjustment Date certifying of such Lenders as a result thereof. The respective Pro Rata shares of the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory applicable Lenders shall thereafter, to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as extent applicable, be determined based on such reallocated amounts (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and subject to any subsequent changes thereto). No more than two (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then Intra-Jurisdiction Reallocations may be made in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, each Fiscal Year of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its AffiliatesBorrowers.

Reallocation of Commitments. The Lead Borrower may, by written notice to the Administrative Agent, request Each Lender that the Administrative Agent and the Lenders increase or decrease the RoW Subfacility (will hold a “Revolver Commitment Adjustment”), which request shall be granted provided that each greater percentage of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) Commitments on the written request for a Revolver Commitment Adjustment must be received by Closing Date than such Lender held under the Administrative Agent at least three (3) Business Days Existing Credit Agreement immediately prior to the requested date effectiveness hereof, including any Lender not party to the Existing Credit Agreement (which the "Purchasing Lenders") shall be deemed to have automatically purchased an assignment and assumption on a Business Day) of pro rata basis from the effectiveness of such Revolver Commitment Adjustment (such date of effectivenessSelling Lenders, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing effective as of the date Closing Date simultaneously with the effectiveness hereof, of all of such request Selling Lender's rights and obligations (including, to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of such Selling Lender against any Person, whether known or both immediately before unknown, arising under or in connection with the Existing Credit Agreement, the documents delivered pursuant thereto and after giving effect thereto as the transactions governed thereby or in any way based on or related to any of the Commitment Adjustment Dateforegoing, (ivwhether at law or in equity) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of Existing Credit Agreement and the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted ifother Credit Documents to the extent related to such Selling Lender's Assigned Interest such that, after giving effect theretoto such assignment and assumptions, an Overadvance would exist, 108 each Lender's Commitments shall be as set forth on Schedule 2.01 and (vii) the Administrative Agent Departing Lenders shall have received a certificate of the Lead Borrower dated no commitments or obligations hereunder as of the Commitment Adjustment Date certifying the satisfaction of all Closing Date. Each such conditions (including calculations thereof in reasonable detail) assignment and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment assumption shall be at par and without recourse, representation or warranty, provided that each Selling Lender shall be deemed to represent and warrant to each Purchasing Lender that it is the legal and beneficial owner of its Assigned Interest and that the rights and obligations assigned by such Selling Lender are free and clear of any lien, encumbrance or other adverse claim created by such Selling Lender. The Administrative Agent will calculate the amount to be paid to each Departing Lender in an amount equal connection with the assignment and assumptions effected hereby on the Closing Date, and will distribute the proceeds of such amounts to $1,000,000 or a multiple each of $500,000 in excess thereof and shall concurrently increase or reducethe Departing Lenders on the Closing Date, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) their pro rata share thereof. On the aggregate U.S. Revolving Commitments available for use Closing Date, the principal amount of all loans outstanding under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) Existing Credit Agreement shall be equal to such Lender’s (or participant’s) Pro Rata Share deemed repaid from the proceeds of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its AffiliatesTerm Loans.

Reallocation of Commitments. The Lead Borrower (q) Without limitation of the Borrowers’ rights under Section 2.18 or Section 2.20, the Borrowers may, by at any time (but not more often than once in any 30 day period), upon not less than seven calendar days’ prior written notice to the Administrative Agent, request that Agent (the Administrative Agent and the Lenders increase or decrease the RoW Subfacility (a “Revolver Commitment AdjustmentReallocation Notice”), which request shall reallocate the aggregate amount of Unused Revolving Credit Commitments (including any related Subfacility) among the Tranches (including, without limitation, a Supplemental Tranche and any related Subfacility that is being created contemporaneously with the applicable Reallocation in accordance with Section 2.20) (each a “Reallocation”) by not less than the Reallocation Minimum to be granted provided effective as of a date (each a “Reallocation Date”) that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent is at least three (3) Business Days 90 days prior to the requested date scheduled Termination Date then in effect; provided, however, that (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (vi) in no event shall any Reallocation cause the Revolving Credit Commitments under of any Tranche to be less than the RoW Subfacility exceed 25% lesser of (1) the Revolving Credit Borrowing Minimum or (2) the portion of the Aggregate CommitmentsFacility Exposure then allocable to such Tranche, (viii) in no Revolver Commitment Adjustment event shall any Subfacility Reallocation cause the Commitments relating to any Increasing Subfacility to exceed the Commitments relating to the Tranche of which such Increasing Subfacility is a part, (iii) on the Reallocation Date the following statements shall be permitted if, after giving effect thereto, an Overadvance would exist, true and (vii) the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Lead Borrower Operating Partnership, dated the Reallocation Date, stating that (x) the representations and warranties contained in Section 4.01 are true and correct in all material respects (unless qualified as to materiality or Material ​ ​ Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) as though made on and as of the Commitment Adjustment Reallocation Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory except to the Administrative Agent. Any extent that such Revolver Commitment Adjustment representations and warranties relate solely to an earlier date (in which case such representations and warranties shall be have been true and correct in an amount equal to $1,000,000 all material respects or a multiple of $500,000 in excess thereof and shall concurrently increase or reduceall respects, as applicable, on and as of such earlier date)) and (y) no Default or Event of Default has occurred and is continuing or would result from such Reallocation, (iv) immediately after giving effect to such Reallocation, in no event shall the aggregate principal amount (expressed in the Primary Currency of the applicable Tranche and including the Equivalent in such Primary Currency at such time of any amounts denominated in a Committed Foreign Currency other than such Primary Currency) of the Advances under any Tranche outstanding at such time plus the Available Amount (expressed in the Primary Currency of the applicable Tranche and including the Equivalent in such Primary Currency at such time of any amounts denominated in a Committed Foreign Currency other than such Primary Currency) of all outstanding Letters of Credit with respect to such Tranche at such time exceed the Revolving Credit Commitments with respect to such Tranche at such time. The Reallocation Notice shall (x) specify (1) the proposed aggregate RoW Revolving Commitments available for use under amount of such Reallocation (the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and “Total Reallocation Amount”), (2) the aggregate U.S. Revolving amount of any proposed Subfacility Reallocation, (3) the Tranche or Tranches and Subfacility or Subfacilities (if any) being increased (each, an “Increasing Tranche” or an “Increasing Subfacility”, as the case may be), (4) the Tranche or Tranches and Subfacility or Subfacilities (if any) being decreased (each, a “Decreasing Tranche” or a “Decreasing Subfacility”, as the case may be), and (5) the proposed Reallocation Date and (y) contain a certification signed by a Responsible Officer of the Operating Partnership stating that all of the requirements set forth in this Section 2.19(a) have been satisfied or, as of the Reallocation Date, will be satisfied. (a) Upon receipt of any Reallocation Notice, the Administrative Agent shall promptly deliver a copy of such Reallocation Notice to each affected Issuing Bank, each affected Swing Line Bank and each affected Lender and notify each affected Lender Party of (i) its proposed proportionate share of (A) any Decreasing Tranche, (B) any Decreasing Subfacility, (C) any Increasing Tranche, (D) any Increasing Subfacility, (E) the Total Reallocation Amount, (F) the amount of any Subfacility Reallocation and (ii) the date by which (x) Lenders (other than Approved Reallocation Lenders) with increasing Commitments, if any, resulting from such Reallocation must commit in writing to the increase in their respective Commitments available and (y) any other Affected Reallocation Lender Parties must approve such Reallocation (the “Reallocation Commitment Date”). Such determinations shall be made by the Administrative Agent for use under each applicable Lender Party in consultation with (I) the U.S. Subfacility then Borrowers, (II) those Lender Parties with proposed increasing Commitments (other than Approved Reallocation Lenders) and (III) in effect among the case of an Increasing Subfacility, all Lenders in accordance with the Tranche of which such Lender’s Pro Rata PercentageIncreasing Subfacility is a part ((II) and (III) collectively referred to as the “Affected Reallocation Lender Parties”). After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Each such Affected Reallocation Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) Party that each participant must purchase a participation in) shall be equal consents to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may electReallocation shall, in its sole discretion, give written notice to terminate the application Administrative Agent at least one Business Day prior to the Reallocation Commitment Date of its consent, which notice, where applicable, shall specify the amount by which it is willing to increase its applicable Commitment; for avoidance of doubt, no Reallocation shall be effective without the consent of all Affected Reallocation Lender Parties and each Lender Party’s sole right to approve or consent to any Reallocation shall be its right to determine whether to participate, or not to participate, in any Commitment increase in its sole discretion as provided in this Section 2.20 2.19(b). With respect to a proposed Tranche Reallocation (but not a proposed Subfacility Reallocation), if any Lender (other than an Approved Reallocation Lender) in the Increasing Tranche shall fail to provide such notice within one Business Day prior to the Reallocation Commitment Date or shall decline, in whole or in part, to commit to its allocable share of the Commitment increase for the Increasing Tranche, then the Administrative Agent shall promptly offer such share to the Approved Reallocation Lenders in the Increasing Tranche and the other Lenders in the Increasing Tranche that are willing to participate in such Commitment increase on a pro rata basis. Each Issuing Bank shall confirm in writing its approval of the Reallocation. (b) Promptly following the Reallocation Commitment Date, the Administrative Agent shall notify the Borrowers of any shortfall in the Commitments allocable to the Increasing Tranche and whether such Reallocation has been approved by delivering notice all Affected Reallocation Lender Parties. In the event of any such shortfall ​ ​ with respect to a Tranche Reallocation, the provisions of Sections 2.18(c) and 2.18(d) shall apply, mutatis mutandis. (c) On the applicable Reallocation Date, (i) the Reallocation shall be effected by (x) reallocating Unused Revolving Credit Commitments from the Decreasing Tranche(s) to the Increasing Tranche(s) on a dollar-for-dollar basis and/or (y) reallocating Unused Revolving Credit Commitments in respect of the affected Subfacilities from the Decreasing Subfacility(ies) to the Increasing Subfacility(ies) on a dollar-for-dollar basis, and (ii) to the extent Advances then outstanding and owed to any applicable Lender immediately prior to the effectiveness of the Reallocation shall be less than such Lender’s Applicable Pro Rata Share (calculated immediately following the effectiveness of such election Reallocation) of all Advances then outstanding that are owed to all Lenders in any affected Tranche (collectively, including any applicable Acceding Lender, the “Reallocation Purchasing Lenders”), in each case as applicable, then such Reallocation Purchasing Lenders, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Reallocation Purchasing Lender (collectively, the “Reallocation Selling Lenders”), in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender shall equal such ▇▇▇▇▇▇’s Applicable Pro Rata Share (calculated immediately following the effectiveness of the Reallocation) of all Advances then outstanding in respect of the applicable Tranche. The Administrative Agent shall calculate the net amount to be paid by each Reallocation Purchasing Lender and received by each Reallocation Selling Lender in connection with the assignments effected hereunder on the Reallocation Date. Each Reallocation Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than the Reallocation Funding Deadline on the Reallocation Date or the Business Day immediately prior to the Reallocation Funding Deadline, as applicable. For purposes The Administrative Agent shall distribute on the Reallocation Date the proceeds of this such amount to each of the Reallocation Selling Lenders entitled to receive such payments at its Applicable Lending Office. (d) [Reserved]. (e) On the Reallocation Date, the applicable Borrower shall execute and deliver a replacement Note payable to each Lender requesting the same in a principal amount equal to such ▇▇▇▇▇▇’s respective Revolving Credit Commitment immediately following the effectiveness of the Reallocation. Each Lender receiving a replacement Note shall promptly return to the applicable Borrower any previously issued Note for which such replacement Note was delivered in exchange. (f) On the Reallocation Date, the Administrative Agent shall provide reasonable prior notice to the Lenders and the Borrowers by email of the occurrence of the Reallocation to be effected on such Reallocation Date and shall promptly distribute to the Lenders and the Borrowers a copy of Schedule I hereto revised to reflect such Reallocation. The Administrative Agent shall record in the Register the relevant information with respect to each Lender on such Reallocation Date in accordance with Section 2.209.07. (g) Notwithstanding the foregoing, each reference subject to Section 2.19(c), no Reallocation of any Unused Revolving Credit Commitment of a “Lender” Lender shall include cause an increase in the aggregate Revolving Credit Commitments of such Lender and its AffiliatesAffiliates under all Tranches.

Reallocation of Commitments. The Lead Borrower mayEach of the Borrower, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease agree as hereinafter set forth to reallocate the RoW Subfacility (a “Revolver Commitment Adjustment”)Commitments, which request shall be granted provided that Elected Commitments, Aggregate Maximum Credit Amount, Applicable Percentages and Revolving Credit Exposures. The assignments by each of the following conditions Lenders necessary to effect the reallocation of the Commitments, Elected Commitments, Aggregate Maximum Credit Amount, Applicable Percentages and Revolving Credit Exposures are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal yearhereby consummated pursuant to the terms and provisions of this Amendment and Section 12.04(b), (ii) and the written request for a Revolver Commitment Adjustment must be received by Borrower, the Administrative Agent at least three (3) Business Days prior and each Lender hereby consummate such assignment and assumption pursuant to the requested date (which shall be a Business Day) terms, provisions and representations of the effectiveness Assignment and Assumption attached as Exhibit G to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (with the Effective Date, as defined therein, being the Fourth Amendment Effective Date (as defined below)); provided that the Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 12.04(b)(ii)(C) with respect to such Revolver Commitment Adjustment (such date of effectiveness, assignments and assumptions. On the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before Fourth Amendment Effective Date and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, such assignments and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustmentassumptions, the Revolving Applicable Percentage, Maximum Credit Amount and Elected Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal as set forth on Annex I hereto. Each Lender hereby [FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT – ECLIPSE RESOURCES CORPORATION] consents and agrees to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW SubfacilityApplicable Percentages, Maximum Credit Amounts and Elected Commitments as applicableset forth on Annex I hereto. Notwithstanding With respect to the foregoing, the Lead Borrower may electforegoing assignments and assumptions, in its sole discretionthe event of any conflict between this Amendment and Section 12.04(b), to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” Amendment shall include its Affiliatescontrol.

Reallocation of Commitments. The Lead Borrower (a) Without limitation of the Borrowers’ rights under Section 2.18 or Section 2.20, the Borrowers may, by at any time (but not more often than once in any 30 day period), upon not less than seven calendar days’ prior written notice to the Administrative Agent, request that Agent (the Administrative Agent and the Lenders increase or decrease the RoW Subfacility (a “Revolver Commitment AdjustmentReallocation Notice”), which request shall reallocate the aggregate amount of Unused Revolving Credit Commitments (including any related Subfacility) among the Tranches (including, without limitation, a Supplemental Tranche and any related Subfacility that is being created contemporaneously with the applicable Reallocation in accordance with Section 2.20) (each a “Reallocation”) by not less than the Reallocation Minimum to be granted provided effective as of a date (each a “Reallocation Date”) that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent is at least three (3) Business Days 90 days prior to the requested date scheduled Termination Date then in effect; provided, however, that (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (vi) in no event shall any Reallocation cause the Revolving Credit Commitments under of any Tranche to be less than the RoW Subfacility exceed 25% lesser of (1) the Revolving Credit Borrowing Minimum or (2) the portion of the Aggregate CommitmentsFacility Exposure then allocable to such Tranche, (viii) in no Revolver Commitment Adjustment event 98 shall any Subfacility Reallocation cause the Commitments relating to any Increasing Subfacility to exceed the Commitments relating to the Tranche of which such Increasing Subfacility is a part, (iii) on the Reallocation Date the following statements shall be permitted if, after giving effect thereto, an Overadvance would exist, true and (vii) the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Lead Borrower Operating Partnership, dated the Reallocation Date, stating that (x) the representations and warranties contained in Section 4.01 are true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) as though made on and as of the Commitment Adjustment Reallocation Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory except to the Administrative Agent. Any extent that such Revolver Commitment Adjustment representations and warranties relate solely to an earlier date (in which case such representations and warranties shall be have been true and correct in an amount equal to $1,000,000 all material respects or a multiple of $500,000 in excess thereof and shall concurrently increase or reduceall respects, as applicable, on and as of such earlier date)) and (y) no Default or Event of Default has occurred and is continuing or would result from such Reallocation, (iv) immediately after giving effect to such Reallocation, in no event shall the aggregate principal amount (expressed in the Primary Currency of the applicable Tranche and including the Equivalent in such Primary Currency at such time of any amounts denominated in a Committed Foreign Currency other than such Primary Currency) of the Advances under any Tranche outstanding at such time plus the Available Amount (expressed in the Primary Currency of the applicable Tranche and including the Equivalent in such Primary Currency at such time of any amounts denominated in a Committed Foreign Currency other than such Primary Currency) of all outstanding Letters of Credit with respect to such Tranche at such time exceed the Revolving Credit Commitments with respect to such Tranche at such time. The Reallocation Notice shall (x) specify (1) the proposed aggregate RoW Revolving Commitments available for use under amount of such Reallocation (the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and “Total Reallocation Amount”), (2) the aggregate U.S. Revolving amount of any proposed Subfacility Reallocation, (3) the Tranche or Tranches and Subfacility or Subfacilities (if any) being increased (each, an “Increasing Tranche” or an “Increasing Subfacility”, as the case may be), (4) the Tranche or Tranches and Subfacility or Subfacilities (if any) being decreased (each, a “Decreasing Tranche” or a “Decreasing Subfacility”, as the case may be), and (5) the proposed Reallocation Date and (y) contain a certification signed by a Responsible Officer of the Operating Partnership stating that all of the requirements set forth in this Section 2.19(a) have been satisfied or, as of the Reallocation Date, will be satisfied. (a) Upon receipt of any Reallocation Notice, the Administrative Agent shall promptly deliver a copy of such Reallocation Notice to each affected Issuing Bank, each affected Swing Line Bank and each affected Lender and notify each affected Lender Party of (i) its proposed proportionate share of (A) any Decreasing Tranche, (B) any Decreasing Subfacility, (C) any Increasing Tranche, (D) any Increasing Subfacility, (E) the Total Reallocation Amount, (F) the amount of any Subfacility Reallocation and (ii) the date by which (x) Lenders (other than Approved Reallocation Lenders) with increasing Commitments, if any, resulting from such Reallocation must commit in writing to the increase in their respective Commitments available and (y) any other Affected Reallocation Lender Parties must approve such Reallocation (the “Reallocation Commitment Date”). Such determinations shall be made by the Administrative Agent for use under each applicable Lender Party in consultation with (I) the U.S. Subfacility then Borrowers, (II) those Lender Parties with proposed increasing Commitments (other than Approved Reallocation Lenders) and (III) in effect among the case of an Increasing Subfacility, all Lenders in accordance with the Tranche of which such Lender’s Pro Rata PercentageIncreasing Subfacility is a part ((II) and (III) collectively referred to as the “Affected Reallocation Lender Parties”). After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Each such Affected Reallocation Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) Party that each participant must purchase a participation in) shall be equal consents to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may electReallocation shall, in its sole discretion, give written notice to terminate the application Administrative Agent at least one Business Day prior to the Reallocation Commitment Date of its consent, which notice, where applicable, shall specify the amount by which it is willing to increase its applicable Commitment (an “Increased Commitment Amount”); for avoidance of doubt, no Reallocation shall be effective without the consent of all Affected Reallocation Lender Parties and each Lender Party’s sole right to approve or consent to any Reallocation shall be its right to determine whether to participate, or not to participate, in any Commitment increase in its sole discretion as provided in this Section 2.20 2.19(b). With respect to a proposed Tranche Reallocation (but not a proposed Subfacility Reallocation), if any Lender (other than an Approved Reallocation Lender) in the Increasing Tranche shall fail to provide such notice within one Business Day prior to the Reallocation Commitment Date or shall decline, in whole or in part, to commit to its allocable share of the Commitment increase for the Increasing Tranche, then the Administrative Agent shall promptly offer such 99 share to the Approved Reallocation Lenders in the Increasing Tranche and the other Lenders in the Increasing Tranche that are willing to participate in such Commitment increase on a pro rata basis. Each Issuing Bank shall confirm in writing its approval of the Reallocation. (b) Promptly following the Reallocation Commitment Date, the Administrative Agent shall notify the Borrowers of any shortfall in the Commitments allocable to the Increasing Tranche and whether such Reallocation has been approved by delivering notice all Affected Reallocation Lender Parties. In the event of any such shortfall with respect to a Tranche Reallocation, the provisions of Sections 2.18(c) and 2.18(d) shall apply, mutatis mutandis. (c) On the applicable Reallocation Date, (i) the Reallocation shall be effected by (x) reallocating Unused Revolving Credit Commitments from the Decreasing Tranche(s) to the Increasing Tranche(s) on a dollar‑for‑dollar basis and/or (y) reallocating Unused Commitments in respect of the affected Subfacilities from the Decreasing Subfacility(ies) to the Increasing Subfacility(ies) on a dollar-for-dollar basis, and (ii) to the extent Advances then outstanding and owed to any applicable Lender immediately prior to the effectiveness of the Reallocation shall be less than such Lender’s Applicable Pro Rata Share (calculated immediately following the effectiveness of such election Reallocation) of all Advances then outstanding that are owed to all Lenders in any affected Tranche (collectively, including any applicable Acceding Lender, the “Reallocation Purchasing Lenders”), in each case as applicable, then such Reallocation Purchasing Lenders, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Reallocation Purchasing Lender (collectively, the “Reallocation Selling Lenders”), in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender shall equal such Lender’s Applicable Pro Rata Share (calculated immediately following the effectiveness of the Reallocation) of all Advances then outstanding in respect of the applicable Tranche. The Administrative Agent shall calculate the net amount to be paid by each Reallocation Purchasing Lender and received by each Reallocation Selling Lender in connection with the assignments effected hereunder on the Reallocation Date. Each Reallocation Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than the Reallocation Funding Deadline on the Reallocation Date or the Business Day immediately prior to the Reallocation Funding Deadline, as applicable. For purposes The Administrative Agent shall distribute on the Reallocation Date the proceeds of this such amount to each of the Reallocation Selling Lenders entitled to receive such payments at its Applicable Lending Office. (d) [Reserved]. (e) On the Reallocation Date, the applicable Borrower shall execute and deliver a replacement Note payable to each Lender requesting the same in a principal amount equal to such Lender’s respective Revolving Credit Commitment immediately following the effectiveness of the Reallocation. Each Lender receiving a replacement Note shall promptly return to the applicable Borrower any previously issued Note for which such replacement Note was delivered in exchange. (f) On the Reallocation Date, the Administrative Agent shall notify the Lenders and the Borrowers, on or before the Reallocation Agent Notice Deadline, by facsimile or e‑mail, of the occurrence of the Reallocation to be effected on such Reallocation Date and shall promptly distribute to the Lenders and the Borrowers a copy of Schedule I hereto revised to reflect such Reallocation. The Administrative Agent shall record in the Register the relevant information with respect to each Lender on such Reallocation Date in accordance with Section 2.209.07. (g) Notwithstanding the foregoing, each reference subject to Section 2.19(c), no Reallocation of any Unused Revolving Credit Commitment of a “Lender” Lender shall include cause an increase in the aggregate Revolving Credit Commitments of such Lender and its Affiliates.Affiliates under all Tranches. 100

Reallocation of Commitments. Any Lender may agree with the Borrower to reallocate its existing Primary Commitment or Norwegian Commitment, so long as the sum of such Primary Commitment and Norwegian Commitment remains unchanged. In addition, with the prior written consent of all of the Multiple Lenders, any Primary Lender may agree with the Borrower to convert a portion of its Primary Commitment into a Norwegian Commitment, thereby becoming a Multiple Lender, and any Norwegian Lender may agree with the Borrower to convert a portion of its Norwegian Commitment into a Primary Commitment, thereby becoming a Multiple Lender, in each case so long as (i) each Lender continues to be a Primary Lender with a Primary Commitment of at least $1,000,000, (ii) the sum of such Lender’s Primary Commitment and Norwegian Commitment remains equal to the aggregate amount of such Lender’s Primary Commitment and Norwegian Commitment, as the case may be, prior to such reallocation and (iii) the aggregate amount of all Norwegian Commitments, after giving effect to any reallocation, shall not exceed $100,000,000. The Lead Borrower may, by shall give written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the RoW Subfacility (a “Revolver Commitment Adjustment”), which request shall be granted provided that each Agents of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent reallocation pursuant to this provision at least three ten (310) Business Days prior to the requested effective date (which of any such reallocation. No applicable Lender affected by such reallocation shall be a Business Day) of the effectiveness of required to agree to any such Revolver Commitment Adjustment reallocation, but may do so at its option, in its sole discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective: (such date of effectiveness, the “Commitment Adjustment Date”), (iiii) no Default or Event of Default shall have occurred and be continuing continuing; (ii) if, as a result of any such reallocation, the aggregate Primary Outstandings would exceed the aggregate of Primary Commitments, then the Borrower shall, on the effective date of such request reallocation, repay or both immediately before prepay Primary Advances and after giving effect thereto as Swingline Advances, deposit cash in the applicable Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the Commitment Adjustment Dateapplicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender and the US Administrative Agent, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20an aggregate principal amount, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted ifsuch that, after giving effect thereto, the aggregate Primary Outstandings shall not exceed the aggregate of all of the Primary Commitments; (iii) if, as a result of any such reallocation, the aggregate Norwegian Outstandings would exceed the aggregate of Norwegian Commitments, then the Borrower shall, on the effective date of such reallocation, repay or prepay Norwegian Advances, deposit cash in the applicable Cash Collateral Account, or cause to be issued an Overadvance would existirrevocable standby letter of credit in favor of the Norwegian Issuing Lender and issued by a bank or other financial institution acceptable to the Norwegian Issuing Lender and the Norwegian Administrative Agent, and in an aggregate principal amount, such that, after giving effect thereto, the aggregate Norwegian Outstandings shall not exceed the aggregate of all of the Norwegian Commitments; (viiiv) the Administrative Agent Borrowers shall have received a certificate paid any amounts (or deposited cash in the applicable Cash Collateral Account, or caused to be issued an irrevocable standby letter of credit in favor of the Lead Borrower dated as of applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender and the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the applicable Administrative Agent. Any ) due under Section 2.17 hereof on the date of such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, reallocation; and (1v) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among Participations by the Lenders in accordance with such Lender’s Pro Rata Percentage the outstanding Letters of Credit and (2) the aggregate U.S. Revolving Commitments available for use under Letter of Credit Obligations and the U.S. Subfacility then in effect among outstanding Advances of the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving shall be adjusted to give effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its Affiliatesreallocation.

Reallocation of Commitments. The Lead On the Amendment Effective Date (hereinafter defined), the aggregate principal balance of the obligations outstanding under the Credit Agreement is $0 (the "Prior Indebtedness") as shown on Schedule II hereto, and Borrower mayrepresents for itself, by written notice and each Lender represents and warrants for itself, that the Borrower's outstanding loans and letter of credit reimbursement obligations, if any, under the Credit Agreement as of the Amendment Effective Date are $0. Lenders hereby sell, assign, transfer and convey, and Lenders (including, without limitation, those Lenders not previously a party to the Administrative AgentCredit Agreement) hereby purchase and accept so much of the Prior Indebtedness and all of the rights, request titles, benefits, interests, privileges, claims, liens, security interests, and obligations existing and to exist (collectively the "Interests") such that each Lender's Percentage of the Administrative Agent outstanding Loans and Commitments under the Credit Agreement as amended by this First Amendment shall be as set forth in Schedule II hereto as of the Amendment Effective Date. The foregoing assignment, transfer and conveyance are without recourse to the Lenders increase and without any warranties whatsoever as to title, enforceability, collectibility, documentation or decrease freedom from liens or encumbrances, in whole or in part, other than the RoW Subfacility (warranty by each Lender that it has not sold, transferred, conveyed or encumbered such Interests. If as a “Revolver Commitment Adjustment”)result thereof, which request a Lender's Percentage of the outstanding Borrowings under the Credit Agreement as amended by this First Amendment is less than its outstanding loans and letter of credit reimbursement obligations under the Credit Agreement on the Amendment Effective Date, the difference set forth in the last column of Schedule II shall be granted provided that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received remitted to such Lender by the Administrative Agent at least three (3) Business Days prior to upon receipt of funds from the requested date (which shall be other Lenders shown in the last column of Schedule II on the Amendment Effective Date. Each Lender so acquiring a Business Day) part of such outstanding loans and letter of credit reimbursement obligations assumes its Percentage of the effectiveness of outstanding Borrowings, Commitments, rights, titles, interests, privileges, claims, liens, security interests, benefits and obligations under the Credit Agreement as amended by this First Amendment and the Security Documents and the Intercreditor Agreement. Lenders are proportionately released from the obligations assumed by Lenders so acquiring such Revolver Commitment Adjustment (such date of effectivenessobligations and, to that extent, the “Commitment Adjustment Date”), (iii) no Event of Default Lenders so released shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments further obligation under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated Credit Agreement as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of amended by this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its Affiliates.First

Reallocation of Commitments. The Lead Borrower mayshall have the one-time right to elect to restructure (the “Senior Facilities Reallocation”) the Commitments and the Loans as follows: (a) in the event that the amount of the gross cash proceeds received by the Borrower from the issuance and sale of the Permanent Securities is greater than or equal to $150,000,000 and such proceeds are applied in accordance with the terms of the Second Lien Credit Agreement and the terms set forth herein, the Borrower may elect, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the RoW Subfacility (a “Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent at least three five (35) Business Days prior to the requested date (of receipt of such gross proceeds, to reallocate the Total Commitment remaining hereunder after such application in an amount not to exceed $180,000,000, which shall be a Business Daycomprised (at the election of the Borrower as specified in such notice) of (i) a Total Revolving Credit Commitment of up to $150,000,000 and (ii) a Term Loan Commitment of up to $30,000,000 (it being understood that the effectiveness notice of such Revolver Commitment Adjustment reallocation given by the Borrower to the Agent and the Lenders may indicate different proposed reallocations that are dependent on the amount of the net proceeds available from such issuance and sale); or (b) in the event that the gross proceeds received by the Borrower from the issuance and sale of the Permanent Securities is at least $75,000,000 but less than $150,000,000 and such date proceeds are applied in accordance with the terms of effectivenessthe Second Lien Credit Agreement and the terms set forth herein, the “Commitment Adjustment Date”)Borrower may elect, by written notice to the Agent and the Lenders at least five (iii5) no Event of Default shall have occurred and be continuing as of Business Days prior to the date of receipt of such request or both immediately before gross proceeds, to reallocate the Total Commitment remaining hereunder after such application as mutually agreed by the Borrower, the Agent and after giving effect thereto as the Lenders in their sole discretion. Any reallocation of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility Commitments pursuant to this Section 2.204.03 shall be made on a pro rata basis among all of the Lenders such that (a) the percentage of the Commitments and Loans held be each Lender before any such reallocation shall be the same after such reallocation, and any decrease in (b) each Lender shall continue to hold the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall same ratable portion of the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Term Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its Affiliates.

Reallocation of Commitments. The Lead Borrower may(a) Subject to the conditions set forth in Section 2.8(b), by the Borrowers shall have the right at any time and from time to time, but no more frequently than once per calendar quarter, upon five (5) Business Days’ prior written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the RoW Subfacility (a “Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: to (i) only four Revolver Commitment Adjustments may be made in any fiscal year, increase the TCIL Commitments by reducing and reallocating by an equivalent amount all or a portion of the TALICC Commitments to the TCIL Commitments or (ii) increase the written request for TALICC Commitments by reducing and reallocating by an equivalent amount all or a Revolver Commitment Adjustment must be received by portion of the Administrative Agent at least three (3) Business Days prior TCIL Commitments to the requested date TALICC Commitments. (which b) Any reallocation pursuant to Section 2.8(a) shall be subject to the following conditions: (i) Each reallocation of Commitment amounts shall be made such that the sum of all the Commitments of each Lender shall not be increased or decreased as a Business Dayresult of any reallocation. (ii) of Each increase in the effectiveness of aggregate TCIL Commitments or aggregate TALICC Commitments, as the case may be, shall be offset by a corresponding and equivalent reduction in the aggregate TALICC Commitments or aggregate TCIL Commitments, such Revolver that the Aggregate Commitment Adjustment (Amount in effect immediately before a reallocation shall be equal to the Aggregate Commitment Amount immediately after giving effect to such date of effectiveness, the “Commitment Adjustment Date”), reallocation. (iii) No reallocation shall increase the aggregate TALICC Commitments to an amount in excess of the greater of (A) $300,000,000 or (B) the amount to which the TALICC Commitments have been increased as a result of a Commitment Increase pursuant to Section 6.7. (iv) Each reallocation shall be made pro rata among the Lenders. (v) In no event shall (A) the TALICC Commitment be reduced to an amount less than the amount of the TALICC Loans plus TALICC Letter of Credit Outstandings or (B) the TCIL Commitment be reduced to an amount less than the amount of the TCIL Loans plus TCIL Letter of Credit Outstandings. (vi) In the event of a reallocation pursuant to Section 2.8(a)(i), delivery of a TALICC Borrowing Base Certificate demonstrating that, immediately after giving effect to such reallocation, TALICC is in compliance with the TALICC Borrowing Base or, in the event of a reallocation pursuant to Section 2.8(a)(ii), delivery of a TCIL Borrowing Base Certificate, demonstrating that, immediately after giving effect to such reallocation, TCIL is in compliance with the TCIL Borrowing Base. (vii) No TCIL Event of Default or Unmatured TCIL Event of Default or TALICC Event of Default or Unmatured TALICC Event of Default shall have occurred and be continuing as exist. (c) The Administrative Agent shall (i) notify each of the date Lenders promptly after receiving any notice of such request or both immediately before and after giving effect thereto as of reallocation delivered by the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility Borrowers pursuant to this Section 2.202.8 and (ii) promptly upon the effectiveness of any such reallocation, distribute to each Lender an updated Schedule I, and the Borrowers hereby authorize such amendment to Schedule I. (d) Subject to the conditions set forth in Section 2.8(e), the Borrowers shall have the right at any decrease in time and from time to time, but no more frequently than one time per calendar quarter, upon five (5) Business Days’ prior written notice to the RoW Subfacility Administrative Agent to (i) increase the TCIL LC Commitments by reducing and reallocating by an equivalent amount, all or a portion of the TALICC LC Commitments to the TCIL LC Commitments or (ii) increase the TALICC LC Commitments by reducing and reallocating by an equivalent amount, all or a portion of the TCIL LC Commitments to the TALICC LC Commitments. (e) Any reallocation pursuant to this Section 2.20 2.8(d) shall be subject to the following conditions: (i) Each reallocation of LC Commitment amounts shall be made such that the sum of all the LC Commitments of each Issuer shall not be increased or decreased as a result in a Dollar-for-Dollar of any reallocation. (ii) Each increase in the U.S. Subfacility, (v) in no event shall the Revolving aggregate TCIL LC Commitments under the RoW Subfacility exceed 25% of the Aggregate or aggregate TALICC LC Commitments, (vi) no Revolver Commitment Adjustment as the case may be, shall be permitted if, after giving effect thereto, an Overadvance would exist, offset by a corresponding and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof equivalent reduction in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving TALICC LC Commitments available for use under or aggregate TCIL LC Commitments, such that the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving LC Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase immediately before a participation in) reallocation shall be equal to the LC Commitments immediately after giving effect to such Lender’s reallocation. (iii) Each reallocation shall be made pro rata among the Issuers. (iv) In no event shall (A) the TALICC LC Commitment be reduced to an amount less than the amount of TALICC Letter of Credit Outstandings, (B) the TCIL LC Commitment be reduced to an amount less than the amount of TCIL Letter of Credit Outstandings, (C) the TALICC LC Commitment exceed the TALICC Commitment or participant’s(D) Pro Rata Share the TCIL LC Commitment exceed the TCIL Commitment. (v) No TCIL Event of the U.S. Subfacility Default or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application Unmatured TCIL Event of this Section 2.20 by delivering notice Default or TALICC Event of such election to the Administrative Agent. For purposes Default or Unmatured TALICC Event of this Section 2.20, each reference to a “Lender” Default shall include its Affiliatesexist.

Reallocation of Commitments. The Lead Borrower may, by written notice to the Administrative Agent, request Provided that the Administrative Agent and the Lenders increase no Default or decrease the RoW Subfacility (a “Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as then exists, Borrower may irrevocably reallocate the unutilized portion of Tax Exempt Commitment to the Revolving Commitment or an unutilized portion of the date of Revolving Commitment to the Tax Exempt Commitment, provided that the Tax Exempt Commitment shall not exceed $20,000,000. Each such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Datereallocation shall require, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead not less than five Business Day's notice from Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any Bank of America and ▇▇▇▇▇ Fargo have each agreed to assume one half of any reallocation of the Revolving Commitment to the Tax Exempt Commitment and no other Lender shall assume any portion of the Tax Exempt Commitment (but shall thereupon be relieved of a corresponding amount of the Revolving Commitment). Each such Revolver Commitment Adjustment reallocation shall be in an amount equal to $1,000,000 or a which is an integral multiple of $500,000 in excess thereof 1,000,000 and shall concurrently increase or reduce, as applicableno more than two such reallocations may occur without the consent of the Administrative Agent. Upon any such reallocation, (1i) the aggregate RoW Revolving Commitments available for use under portion of the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and Commitment so reallocated shall be deemed terminated, (2ii) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase having a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility portion of the Commitment so reallocated shall be deemed to have assumed a share of the other Commitment which is equal in dollars to the amount of its Pro Rata Share of the Commitment so terminated, (iii) the relevant Commitment shall be increased in the amount of the reallocation, (iv) the Pro Rata Shares of each Lender in the Commitments shall be deemed adjusted to give effect to such termination and increase, and (v) the principal amount of the Advances shall be reallocated amongst the Lenders to reflect their respective Pro Rata Shares in the relevant Commitments (which shall be adjusted to reflect the transfer) and the Borrower shall pay to the Lender any breakage costs or RoW Subfacilitysimilar amounts which result from any such reallocation. It is understood and agreed that, as applicable. Notwithstanding upon any such reallocation of the foregoingCommitments, the Lead Borrower may electshall be responsible for any costs, including breakage costs, which arise from the resulting adjustment of the Pro Rata Shares of the Lenders in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its AffiliatesCommitments.

Reallocation of Commitments. The Lead Borrower may(a) On the effective date of the increase of the Borrowing Base pursuant to this Amendment and Determination, by written notice (i) each Person listed on the signature pages hereof which is not a party to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the RoW Subfacility Agreement (a “Revolver Commitment AdjustmentNew Lender”), which request ) shall be granted provided that each of become a Lender party to the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, Agreement and (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent at least three (3) Business Days prior to the requested date (which and Applicable Percentage of each Lender shall be a Business Day) of the effectiveness of reset and shall equal to such Revolver Commitment Adjustment amounts and percentages set forth opposite such Lender’s name on Schedule A attached hereto (such date of effectivenessCommitments and Applicable Percentages as so reset, the “Commitment Adjustment DateReallocated Commitments”), . Any Lender under the Agreement not listed on Schedule A (iiia “Departing Lender”) no Event shall upon such effectiveness cease to be a Lender party to the Agreement and all accrued fees and other amounts payable under the Agreement for the account of Default each Departing Lender shall have occurred be due and be continuing as payable on such date; provided that the provisions of Article III and Section 10.04 shall continue to inure to the benefit of each Departing Lender. (b) On the effective date of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility Reallocated Commitments pursuant to this Amendment and Determination: (i) the Borrower shall prepay each Loan then outstanding in its entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments under the RoW Subfacility exceed 25% 4.02 of the Aggregate CommitmentsCredit Agreement, (vi) no Revolver Commitment Adjustment the Borrower shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among reborrow Committed Loans from the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among proportion to their respective Reallocated Commitments, so that all outstanding Committed Loans are held by the Lenders in such proportion; and (ii) the participations in all outstanding Letters of Credit shall be determined such that all L/C Obligations are held by the Lenders in proportion to their respective Reallocated Commitments. (c) The foregoing is intended to effect (i) a reallocation of the Commitments within the limits of the existing Commitments and (ii) a reallocation of the outstanding Loans in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustmentthe Commitments as so reallocated, and is not a novation of the Revolving Commitment available for use credit facility under the U.S. Subfacility Credit Agreement or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW SubfacilityLoans thereunder, as applicable. Notwithstanding and shall have no effect on any Lien securing the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its AffiliatesObligations.

Reallocation of Commitments. The Lead Lenders hereby sell, --------------------------- assign, transfer and convey, and the Lenders hereby purchase and accept so much of the Assumed Revolving Loans, the Assumed Letters of Credit and the Assumed Term Loans (collectively, the "Prior Indebtedness") and all of the rights, titles, benefits, interests, privileges, claims, liens, security interests, and obligations existing and to exist (collectively the "Interests") such that each Lender's Percentage of the outstanding Revolving Loans, Letters of Credit and Term Loans and the Revolving Credit Commitments under this Agreement shall be as set forth in Schedule 2.1 hereto as of the Effective Date. The foregoing assignment, transfer and conveyance are without recourse to the Lenders and without any warranties whatsoever as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty by each Lender that it has not sold, transferred, conveyed or encumbered such Interests. If as a result thereof, a Lender's Percentage of the outstanding Revolving Loans, Letters of Credit 1. The Interest Periods with respect to any Loans outstanding under this Agreement on the Effective Date bearing interest at an Adjusted LIBOR Rate shall be broken by the Borrower mayon the Effective Date, by written the Borrower shall pay any breakage fees as provided in Section 2.13 in connection therewith, and the Borrower shall elect new Interest Periods with respect thereto after giving the required notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the RoW Subfacility (in connection therewith. As a “Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent at least three (3) Business Days prior condition to the requested date (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectivenessthis Agreement, the “Commitment Adjustment Date”), (iii) no Event of Default Borrower shall have occurred and be continuing as also prepay the portion of the date of such request or both immediately before Assumed Revolving Loans and after giving effect thereto as of the Commitment Adjustment DateAssumed Term Loans set forth in Schedule 2.1, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments which amounts may not be reborrowed under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its AffiliatesAgreement.

Reallocation of Commitments. The Lead Borrower (a) Without limitation of the Borrowers’ rights under Section 2.18 or Section 2.20, the Borrowers may, by at any time (but not more often than once in any 30 day period), upon not less than seven calendar days’ prior written notice to the Administrative Agent, request that Agent (the Administrative Agent and the Lenders increase or decrease the RoW Subfacility (a “Revolver Commitment AdjustmentReallocation Notice”), which request shall reallocate the aggregate amount of Unused Revolving Credit Commitments among the Digital Realty – Credit Agreement Tranches (including, without limitation, a Supplemental Tranche that is being created contemporaneously with the applicable Reallocation in accordance with Section 2.20) (each a “Reallocation”) by not less than the Reallocation Minimum to be granted provided effective as of a date (each a “Reallocation Date”) that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent is at least three (3) Business Days 90 days prior to the requested date scheduled Termination Date then in effect; provided, however, that (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (vi) in no event shall any Reallocation cause the Revolving Credit Commitments under of any Tranche to be less than the RoW Subfacility exceed 25% lesser of (1) the Revolving Credit Borrowing Minimum or (2) the portion of the Aggregate CommitmentsFacility Exposure then allocable to such Tranche, (viii) no Revolver Commitment Adjustment on the Reallocation Date the following statements shall be permitted if, after giving effect thereto, an Overadvance would exist, true and (vii) the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Lead Borrower Operating Partnership, dated the Reallocation Date, stating that (x) the representations and warranties contained in Section 4.01 are true and correct in all material respects as though made on and as of the Commitment Adjustment Reallocation Date certifying (except to the satisfaction extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date)) and (y) no Default or Event of Default has occurred and is continuing or would result from such Reallocation, (iii) immediately after giving effect to such Reallocation, in no event shall the aggregate principal amount (expressed in the Primary Currency of the applicable Tranche and including the Equivalent in such Primary Currency at such time of any amounts denominated in a Committed Foreign Currency other than such Primary Currency) of the Advances under any Tranche outstanding at such time plus the Available Amount (expressed in the Primary Currency of the applicable Tranche and including the Equivalent in such Primary Currency at such time of any amounts denominated in a Committed Foreign Currency other than such Primary Currency) of all outstanding Letters of Credit with respect to such conditions Tranche at such time exceed the Revolving Credit Commitments with respect to such Tranche at such time. The Reallocation Notice shall (including calculations thereof in reasonable detailx) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, specify (1) the proposed aggregate RoW Revolving Commitments available for use under amount of such Reallocation (the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and “Total Reallocation Amount”), (2) the aggregate U.S. Revolving Commitments available for use under Tranche or Tranches being increased (each, an “Increasing Tranche”), (3) the U.S. Subfacility then Tranche or Tranches being decreased (each, a “Decreasing Tranche”), and (4) the proposed Reallocation Date and (y) contain a certification signed by a Responsible Officer of the Operating Partnership stating that all of the requirements set forth in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacilitythis Section 2.19(a) have been satisfied or, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW SubfacilityReallocation Date, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its Affiliateswill be satisfied.

Reallocation of Commitments. The Lead Borrower (a) Without limitation of the Borrowers’ rights under Section 2.18 or Section 2.20, the Borrowers may, by at any time (but not more often than once in any 30 day period), upon not less than seven calendar days’ prior written notice to the Administrative Agent, request that Agent (the Administrative Agent and the Lenders increase or decrease the RoW Subfacility (a “Revolver Commitment AdjustmentReallocation Notice”), which request shall reallocate the aggregate amount of Unused Revolving Credit Commitments among the Tranches (including, without limitation, a Supplemental Tranche that is being created contemporaneously with the applicable Reallocation in accordance with Section 2.20) (each a “Reallocation”) by not less than the Reallocation Minimum to be granted provided effective as of a date (each a “Reallocation Date”) that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received by the Administrative Agent is at least three (3) Business Days 90 days prior to the requested date scheduled Termination Date then in effect; provided, however, that (which shall be a Business Day) of the effectiveness of such Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (vi) in no event shall any Reallocation cause the Revolving Credit Commitments under of any Tranche to be less than the RoW Subfacility exceed 25% lesser of (1) the Revolving Credit Borrowing Minimum or (2) the portion of the Aggregate CommitmentsFacility Exposure then allocable to such Tranche, (viii) no Revolver Commitment Adjustment on the Reallocation Date the following statements shall be permitted if, after giving effect thereto, an Overadvance would exist, true and (vii) the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Lead Borrower Operating Partnership, dated the Reallocation Date, stating that (x) the representations and warranties contained in Section 4.01 are true and correct in all material respects as though made on and as of the Commitment Adjustment Reallocation Date certifying (except to the satisfaction extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date)) and (y) no Default or Event of Default has occurred and is continuing or would result from such Reallocation, (iii) immediately after giving effect to such Reallocation, in no event shall the aggregate principal amount (expressed in the Primary Currency of the applicable Tranche and including the Equivalent in such Primary Currency at such time of any amounts denominated in a Committed Foreign Currency other than such Primary Currency) of the Advances under any Tranche outstanding at such time plus the Available Amount (expressed in the Primary Currency of the applicable Tranche and including the Equivalent in such Primary Currency at such time of any amounts denominated in a Committed Foreign Currency other than such Primary Currency) of all outstanding Letters of Credit with respect to such conditions Tranche at such time exceed the Revolving Credit Commitments with respect to such Tranche at such time. The Reallocation Notice shall (including calculations thereof in reasonable detailx) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, specify (1) the proposed aggregate RoW Revolving Commitments available for use under amount of such Reallocation (the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and “Total Reallocation Amount”), (2) the aggregate U.S. Revolving Commitments available for use under Tranche or Tranches being increased (each, an “Increasing Tranche”), (3) the U.S. Subfacility then Tranche or Tranches being decreased (each, a “Decreasing Tranche”), and (4) the proposed Reallocation Date and (y) contain a certification signed by a Responsible Officer of the Operating Partnership stating that all of the requirements set forth in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacilitythis Section 2.19(a) have been satisfied or, as applicable, of each Lender (and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW SubfacilityReallocation Date, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its Affiliateswill be satisfied.

Reallocation of Commitments. The Lead Borrower mayOn the Amendment Effective Date (hereinafter defined), by written notice the aggregate principal balance of the obligations outstanding under the Credit Agreement is $443,800,000 (the "Prior Indebtedness") as shown on SCHEDULE II hereto. Lenders hereby sell, assign, transfer and convey, and Lenders (including, without limitation, those Lenders not previously a party to the Administrative AgentCredit Agreement) hereby purchase and accept so much of the Prior Indebtedness and all of the rights, request titles, benefits, interests, privileges, claims, liens, security interests, and obligations existing and to exist (collectively the "INTERESTS") such that each Lender's Percentage of the Administrative Agent outstanding Loans and Commitments under the Credit Agreement as amended by this First Amendment shall be as set forth in SCHEDULE II hereto as of the Amendment Effective Date. The foregoing assignment, transfer and conveyance are without recourse to the Lenders increase and without any warranties whatsoever as to title, enforceability, collectibility, documentation or decrease freedom from liens or encumbrances, in whole or in part, other than the RoW Subfacility (warranty by each Lender that it has not sold, transferred, conveyed or encumbered such Interests. If as a “Revolver Commitment Adjustment”)result thereof, which request a Lender's Percentage of the outstanding Borrowings under the Credit Agreement as amended by this First Amendment is less than its outstanding loans and letter of credit reimbursement obligations under the Credit Agreement on the Amendment Effective Date, the difference set forth in the last column of SCHEDULE II shall be granted provided that each of the following conditions are satisfied: (i) only four Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Revolver Commitment Adjustment must be received remitted to such Lender by the Administrative Agent at least three (3) Business Days prior to upon receipt of funds from the requested date (which shall be other Lenders shown in the last column of SCHEDULE II on the Amendment Effective Date. Each Lender so acquiring a Business Day) part of such outstanding loans and letter of credit reimbursement obligations assumes its Percentage of the effectiveness of such Revolver Commitment Adjustment (such date of effectivenessoutstanding Borrowings, the “Commitment Adjustment Date”)Commitments, (iii) no Event of Default shall have occurred rights, titles, interests, privileges, claims, liens, security interests, benefits and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the RoW Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the RoW Subfacility pursuant to this Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments obligations under the RoW Subfacility exceed 25% of the Aggregate Commitments, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Lead Borrower dated Credit Agreement as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate RoW Revolving Commitments available for use under the RoW Subfacility among the Lenders in accordance with such Lender’s Pro Rata Percentage and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s Pro Rata Percentage. After giving effect to any Revolver Commitment Adjustment, the Revolving Commitment available for use under the U.S. Subfacility or the RoW Subfacility, as applicable, of each Lender (amended by this First Amendment and the percentage of each U.S. Revolving Loan or RoW Revolving Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata Share of the U.S. Subfacility or RoW Subfacility, as applicable. Notwithstanding the foregoing, the Lead Borrower may elect, in its sole discretion, to terminate the application of this Section 2.20 by delivering notice of such election to the Administrative Agent. For purposes of this Section 2.20, each reference to a “Lender” shall include its Affiliates.Security Documents and the