Common use of Reallocation of Commitments Clause in Contracts

Reallocation of Commitments. (a) Without limitation of the Borrowers’ rights under Section 2.16 or Section 2.21, the Borrowers may, 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 Agent (the “Reallocation Notice”), reallocate the aggregate amount of unused Commitments among the Tranches (a “Reallocation”) by not less than $5,000,000 to be effective on the date set forth in such notice (each a “Reallocation Date”) that is at least 90 days prior to the Maturity Date then in effect; provided, however, that (i) in no event shall any Reallocation cause the Commitments of any Tranche to be less than the lesser of (1) in the case of the U.S. Dollar Tranche, $50,000,000 or (2) the portion of the Outstanding Amount then allocable to such Tranche, (ii) on the Reallocation Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the 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 Reallocation Date 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 as of such earlier date, and except that for purposes of this Section 2.20, 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 “Decreasing 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. (a) Without limitation of the Borrowers’ rights under Section 2.16 or Section 2.21, the Borrowers may, 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 Agent (the “Reallocation Notice”), reallocate the aggregate amount of unused Commitments among the Tranches (a “Reallocation”) by not less than $5,000,000 to be effective on the date set forth in such notice (each a “Reallocation Date”) that is at least 90 days prior to the Maturity Date then in effecteffect with respect to Committed Loans; provided, however, that (i) in no event shall any Reallocation cause the Commitments of any Tranche to be less than the lesser of (1) in the case of the U.S. Dollar Tranche, $50,000,000 or (2) the portion of the Outstanding Amount then allocable to such Tranche, (ii) on the Reallocation Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the 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 Reallocation Date 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 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)) as of such earlier date, and except that for purposes of this Section 2.20, 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 “Decreasing 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. (a) Without limitation of the Borrowers’ rights under Section 2.16 or Section 2.21, the Borrowers may, 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 Agent (the “Reallocation Notice”), reallocate the aggregate amount of unused Commitments among the Tranches (a “Reallocation”) by not less than $5,000,000 to be effective on the date set forth in such notice (each a “Reallocation Date”) that is at least 90 days prior to the Maturity Date then in effecteffect with respect to Revolving Loans; provided, however, that (i) in no event shall any Reallocation cause the Commitments of any Tranche to be less than the lesser of (1) in the case of the U.S. Dollar Tranche, $50,000,000 or (2) the portion of the Outstanding Amount then allocable to such Tranche, (ii) on the Reallocation Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the 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 Reallocation Date 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 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)) as of such earlier date, and except that for purposes of this Section 2.20, 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 “Decreasing 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. (a) Without limitation of the Borrowers’ Borrower’s rights under Section 2.16 or Section 2.212.18, the Borrowers Borrower may, at any time (but not more often than once in any fiscal quarter) during the Availability Period), upon not less than five Business Daysseven calendar days’ prior written notice to the Administrative Agent (the “Reallocation Notice”), reallocate the aggregate amount of unused Revolving Credit Commitments among between the Tranches U.S. Dollar Revolving Credit Facility and the Multicurrency Revolving Credit Facility (a “Reallocation”) by not less than U.S. $5,000,000 to be effective on the as of a date set forth in such notice (each a “Reallocation Date”) that is at least 90 days prior to the Maturity scheduled Termination Date then in effect; provided, however, that (i) in no event shall any Reallocation cause (A) the U.S. Dollar Revolving Credit Commitments of any Tranche to be less than the lesser of (1) in the case of the U.S. Dollar Tranche, $50,000,000 100,000,000.00 or (2) the portion aggregate amount of U.S. Dollar Revolving Credit Commitments then outstanding (after accounting for any adjustments thereto pursuant to Section 2.05) or (B) the Outstanding Amount 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 allocable outstanding (after accounting for any adjustments thereto pursuant to such TrancheSection 2.05), (ii) on the Reallocation Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Reallocation Date, stating that (x) the representations and warranties contained in Article V and the other Loan Documents Section 4.01 are true and correct in all material respects as though made on and as of the Reallocation Date after giving effect to the Reallocation, (except to the extent that such representations and warranties specifically refer relate solely to an earlier date, date (in which case they are such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, and except that for purposes of this Section 2.20, 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 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 Outstanding aggregate principal amount of the U.S. Dollar Revolving Credit Advances outstanding at such time plus the Available Amount under of all outstanding U.S. Dollar Letters of Credit at such Tranche 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 respect Dollars and including the Equivalent in Dollars 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 including the Equivalent in Dollars at such Tranche time of any amounts denominated in a Committed Foreign Currency) at such time exceed the Multicurrency Revolving Credit Commitments 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 Facility being increased (each, an the “Increasing TrancheFacility”), (3) the Tranche or Tranches Facility being decreased (each, a the “Decreasing TrancheFacility”), and (4) the proposed Reallocation Date and (y) contain a certification signed by a Responsible Officer of the Company Borrower stating that all of the requirements set forth in this Section 2.20(a2.19(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 of all Lenders in 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”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Reallocation Commitment Date of the amount by 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 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. 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 2.19(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 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 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 Borrower shall have the one-time right to elect to restructure (the “Senior Facilities Reallocation”) the Commitments and the Loans as follows: (a) Without limitation in the event that the amount of the Borrowers’ rights under Section 2.16 gross cash proceeds received by the Borrower from the issuance and sale of the Permanent Securities is greater than or Section 2.21equal 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 Borrowers mayBorrower may elect, 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 by written notice to the Administrative Agent and the Lenders at least five (5) Business Days prior to the “Reallocation Notice”)date of receipt of such gross proceeds, to reallocate the aggregate Total Commitment remaining hereunder after such application in an amount not to exceed $180,000,000, which shall be comprised (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 notice of such reallocation given by the Borrower to the Agent and the Lenders may indicate different proposed reallocations that are dependent on the amount of unused Commitments among the Tranches net proceeds available from such issuance and sale); or (a “Reallocation”b) in the event that the gross proceeds received by not the Borrower from the issuance and sale of the Permanent Securities is at least $75,000,000 but less than $5,000,000 to be effective on 150,000,000 and such proceeds are applied in accordance with the date terms of the Second Lien Credit Agreement and the terms set forth in such herein, the Borrower may elect, by written notice (each a “Reallocation Date”) that is to the Agent and the Lenders at least 90 days five (5) Business Days prior to the Maturity Date then date of receipt of such gross proceeds, to reallocate the Total Commitment remaining hereunder after such application as mutually agreed by the Borrower, the Agent and the Lenders in effect; provided, however, their sole discretion. Any reallocation of the Commitments pursuant to this Section 4.03 shall be made on a pro rata basis among all of the Lenders such that (ia) in no event shall any Reallocation cause the percentage of the Commitments of and Loans held be each Lender before any Tranche such reallocation shall be the same after such reallocation, and (b) each Lender shall continue to be less than hold the lesser of (1) in the case of the U.S. Dollar Tranche, $50,000,000 or (2) the same ratable portion of the Outstanding Amount then allocable to such Tranche, (ii) on the Reallocation Date the following statements shall be true Revolving Commitments and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the 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 Reallocation Date 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 as of such earlier date, and except that for purposes of this Section 2.20, 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 “Decreasing 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 satisfiedTerm Loan.

Reallocation of Commitments. (a) Without limitation of the Borrowers’ rights under Section 2.16 2.18 or Section 2.212.20, the Borrowers may, at any time (but not more often than once in any fiscal quarter) during the Availability Period30 day period), upon not less than five Business Daysseven calendar days’ prior written notice to the Administrative Agent (the “Reallocation Notice”), reallocate the aggregate amount of unused 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 $5,000,000 the Reallocation Minimum to be effective on the as of a date set forth in such notice (each a “Reallocation Date”) that is at least 90 days prior to the Maturity scheduled Termination Date then in effect; provided, however, that (i) in no event shall any Reallocation cause the Revolving Credit Commitments of any Tranche to be less than the lesser of (1) in the case of the U.S. Dollar Tranche, $50,000,000 Revolving Credit Borrowing Minimum or (2) the portion of the Outstanding Amount Facility Exposure then allocable to such Tranche, (ii) in no 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 true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the CompanyOperating Partnership, dated the Reallocation Date, stating that (x) the representations and warranties contained in Article V and the other Loan Documents 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 Reallocation Date after giving effect to the Reallocation, (except to the extent that such representations and warranties specifically refer relate solely to an earlier date, date (in which case they are such representations and warranties shall have been true and correct in all material respects or all respects, as applicable, on and as of such earlier date, and except that for purposes of this Section 2.20, 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 has occurred and is continuing or would result from such Reallocation, (iiiiv) immediately after giving effect to such Reallocation, in no event shall the Outstanding 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 under (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 in with respect of to 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 aggregate 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), (34) 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 (45) the proposed Reallocation Date and (y) contain a certification signed by a Responsible Officer of the Company Operating Partnership stating that all of the requirements set forth in this Section 2.20(a2.19(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 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 each applicable Lender Party in consultation with (I) the Borrowers, (II) those Lender Parties with proposed increasing Commitments (other than Approved Reallocation Lenders) and (III) in the case of an Increasing Subfacility, all Lenders in the Tranche of which such Increasing Subfacility is a part ((II) and (III) collectively referred to as the “Affected Reallocation Lender Parties”). Each such Affected Reallocation Lender Party that consents to such Reallocation shall, in its sole discretion, give written notice to the 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 2.19(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 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 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. The Administrative Agent shall distribute on the Reallocation Date the proceeds of 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 9.07. (g) Notwithstanding the foregoing, subject to Section 2.19(c), no Reallocation of any Unused Revolving Credit Commitment of a Lender shall cause an increase in the aggregate Revolving Credit Commitments of such Lender and its Affiliates under all Tranches. 100

Reallocation of Commitments. 6.17.1 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, Borrowers may from time to time request a reallocation of all or part of any unused portion of (a) Without limitation of the Borrowers’ rights under Section 2.16 or Section 2.21Aggregate 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, at any time (but not may request a Reallocation no more often frequently than once oncetwice in any fiscal quarter) during calendar month. If Borrowers wish to request a Reallocation, the Availability Period, upon not less than five Business Days’ prior 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 (the a “Reallocation NoticeRequest”), reallocate the aggregate amount of unused Commitments among the Tranches no later than 11:00 a.m. (a “Reallocation”Pacific Time) by not less than $5,000,000 to be effective on the date set forth in such notice (each a “Reallocation Date”) that is at least 90 days two Business Days prior to the Maturity Date requested effective date of the Reallocation. The Agent will promptly notify the Company and the Lenders of the effective date of any Reallocation, and the amount of the new Commitments for each Lender. 6.17.3 Following any Reallocation, (a) the Aggregate Commitment shall not change; (b) the Aggregate New Vehicle Floorplan Commitment shall not be less than the then outstanding principal balance of the New Vehicle Floorplan Loans and the New Vehicle Swing Line Loans (which, for purposes of this determination, shall not be deemed to be reduced by amounts in effectthe PR Accounts); (c) the Aggregate Used Vehicle Floorplan Commitment (i) shall not be more than 20.00% 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 Used Vehicle Floorplan Loans and the Used Vehicle Swing Line Loans; (d) the Aggregate Revolving Loan Commitment (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 made pro rata among the Lenders according to their respective Pro Rata Shares of the Aggregate New Vehicle Floorplan Commitment, Aggregate Used Vehicle Floorplan Commitment, Aggregate Revolving 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 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 and 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 and Aggregate Service Loaner Vehicle Floorplan Commitment and the Pro Rata Shares and New Vehicle Floorplan Commitment, Used 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 shall be noted in the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that (i) in no event any failure by the Agent to record such information shall any Reallocation cause not affect or limit the Commitments of any Tranche to be less than the lesser of (1) in the case obligations of the U.S. Dollar Tranche, $50,000,000 or (2) the portion of the Outstanding Amount then allocable to such Tranche, (ii) on the Reallocation Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the 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 Reallocation Date 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 as of such earlier date, and except that for purposes of this Section 2.20, 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 timeBorrowers hereunder. 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 “Decreasing 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.6.18

Reallocation of Commitments. (aq) Without limitation of the Borrowers’ rights under Section 2.16 2.18 or Section 2.212.20, the Borrowers may, at any time (but not more often than once in any fiscal quarter) during the Availability Period30 day period), upon not less than five Business Daysseven calendar days’ prior written notice to the Administrative Agent (the “Reallocation Notice”), reallocate the aggregate amount of unused 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 $5,000,000 the Reallocation Minimum to be effective on the as of a date set forth in such notice (each a “Reallocation Date”) that is at least 90 days prior to the Maturity scheduled Termination Date then in effect; provided, however, that (i) in no event shall any Reallocation cause the Revolving Credit Commitments of any Tranche to be less than the lesser of (1) in the case of the U.S. Dollar Tranche, $50,000,000 Revolving Credit Borrowing Minimum or (2) the portion of the Outstanding Amount Facility Exposure then allocable to such Tranche, (ii) in no 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 true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the CompanyOperating Partnership, dated the Reallocation Date, stating that (x) the representations and warranties contained in Article V and the other Loan Documents 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 Reallocation Date after giving effect to the Reallocation, (except to the extent that such representations and warranties specifically refer relate solely to an earlier date, date (in which case they are such representations and warranties shall have been true and correct in all material respects or all respects, as applicable, on and as of such earlier date, and except that for purposes of this Section 2.20, 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 has occurred and is continuing or would result from such Reallocation, (iiiiv) immediately after giving effect to such Reallocation, in no event shall the Outstanding 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 under (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 in with respect of to 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 aggregate 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), (34) 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 (45) the proposed Reallocation Date and (y) contain a certification signed by a Responsible Officer of the Company Operating Partnership stating that all of the requirements set forth in this Section 2.20(a2.19(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 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 each applicable Lender Party in consultation with (I) the Borrowers, (II) those Lender Parties with proposed increasing Commitments (other than Approved Reallocation Lenders) and (III) in the case of an Increasing Subfacility, all Lenders in the Tranche of which such Increasing Subfacility is a part ((II) and (III) collectively referred to as the “Affected Reallocation Lender Parties”). Each such Affected Reallocation Lender Party that consents to such Reallocation shall, in its sole discretion, give written notice to the 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 2.19(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 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 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 Xxxxxx’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. The Administrative Agent shall distribute on the Reallocation Date the proceeds of 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 Xxxxxx’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 9.07. (g) Notwithstanding the foregoing, subject to Section 2.19(c), no Reallocation of any Unused Revolving Credit Commitment of a Lender shall cause an increase in the aggregate Revolving Credit Commitments of such Lender and its Affiliates under all Tranches.

Reallocation of Commitments. (a) Without limitation of the Borrowers’ rights under Section 2.16 2.18 or Section 2.212.20, the Borrowers may, at any time (but not more often than once in any fiscal quarter) during the Availability Period30 day period), upon not less than five Business Daysseven calendar days’ prior written notice to the Administrative Agent (the “Reallocation Notice”), reallocate the aggregate amount of unused 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 $5,000,000 the Reallocation Minimum to be effective on the as of a date set forth in such notice (each a “Reallocation Date”) that is at least 90 days prior to the Maturity scheduled Termination Date then in effect; provided, however, that (i) in no event shall any Reallocation cause the Revolving Credit Commitments of any Tranche to be less than the lesser of (1) in the case of the U.S. Dollar Tranche, $50,000,000 Revolving Credit Borrowing Minimum or (2) the portion of the Outstanding Amount Facility Exposure then allocable to such Tranche, (ii) on the Reallocation Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the CompanyOperating Partnership, dated the Reallocation Date, stating that (x) the representations and warranties contained in Article V Section 4.01 are true and correct in all material respects as though made on and as of the other Loan Documents are Reallocation Date (except to the 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 the Reallocation Date 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 as of such earlier date, and except that for purposes of this Section 2.20, 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 has occurred and is continuing or would result from such Reallocation, (iii) immediately after giving effect to such Reallocation, in no event shall the Outstanding 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 under (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 in with respect of to 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 “Decreasing Tranche”), and (4) the proposed Reallocation Date and (y) contain a certification signed by a Responsible Officer of the Company Operating Partnership stating that all of the requirements set forth in this Section 2.20(a2.19(a) have been satisfied or, as of the Reallocation Date, will be satisfied.

Reallocation of Commitments. (a) Without limitation of the Borrowers’ rights under Section 2.16 2.18 or Section 2.212.20, the Borrowers may, at any time (but not more often than once in any fiscal quarter) during the Availability Period30 day period), upon not less than five Business Daysseven calendar days’ prior written notice to the Administrative Agent (the “Reallocation Notice”), reallocate the aggregate amount of unused 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 $5,000,000 the Reallocation Minimum to be effective on the as of a date set forth in such notice (each a “Reallocation Date”) that is at least 90 days prior to the Maturity scheduled Termination Date then in effect; provided, however, that (i) in no event shall any Reallocation cause the Revolving Credit Commitments of any Tranche to be less than the lesser of (1) in the case of the U.S. Dollar Tranche, $50,000,000 Revolving Credit Borrowing Minimum or (2) the portion of the Outstanding Amount Facility Exposure then allocable to such Tranche, (ii) on the Reallocation Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the CompanyOperating Partnership, dated the Reallocation Date, stating that (x) the representations and warranties contained in Article V Section 4.01 are true and correct in all material respects as though made on and as of the other Loan Documents are Reallocation Date (except to the 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 the Reallocation Date 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 as of such earlier date, and except that for purposes of this Section 2.20, 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 has occurred and is continuing or would result from such Reallocation, (iii) immediately after giving effect to such Reallocation, in no event shall the Outstanding 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 under (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 in with respect of to 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 “Decreasing Tranche”), and (4) the proposed Reallocation Date and (y) contain a certification signed by a Responsible Officer of the Company Operating Partnership stating that all of the requirements set forth in this Section 2.20(a2.19(a) have been satisfied or, as of the Reallocation Date, will be satisfied.