Common use of Reallocation of Commitments Clause in Contracts

Reallocation of Commitments. (i) Borrower Agent 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 requested effective date (which effective date shall be the first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (iii) after giving effect to the Reallocation, each Lender shall hold the same Pro Rata Share of all of the Revolver 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), (v) any increase or decrease in a Revolver Commitment 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 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 proposed Reallocation Date, a Senior Officer of Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (i) through (vi) and demonstrating (in reasonable detail) the calculations required in connection therewith, and (vii) Agent consents to such Reallocation in its Permitted Discretion. Agent shall promptly notify such Lenders of the Reallocation Date and the amount of the affected Revolver Commitment of such Lenders as a result thereof. The respective Pro Rata shares of Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto). No more than two (2) Reallocations may be made in each Fiscal Year of Borrower.

Reallocation of Commitments. (a) On the effective date of the increase of the Borrowing Base pursuant to this Amendment and Determination, (i) Borrower Agent may request that Lenders change each Person listed on the then current allocation signature pages hereof which is not a party to the Agreement (a “New Lender”) shall become a Lender party to the Agreement and (ii) the Commitment and Applicable Percentage of their respective Commitments in order each Lender shall be reset and shall equal to effect an increase or decrease of such respective Revolver amounts and percentages set forth opposite such Lender’s name on Schedule A attached hereto (such Commitments and corresponding decrease or increase of such respective Floorplan CommitmentApplicable Percentages as so reset, 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 “ReallocationReallocated Commitments”). Any Lender under the Agreement not listed on Schedule A (a “Departing Lender”) shall upon such Reallocation 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 each Departing Lender shall be subject due and payable on such date; provided that the provisions of Article III and Section 10.04 shall continue to inure to the following conditions: benefit of each Departing Lender. (b) On the effective date of the Reallocated Commitments pursuant to this Amendment and Determination: (i) the Borrower shall have provided to Agent a written notice (in reasonable detail) at least thirty (30) Business Days prior to the requested effective date (which effective date shall be the first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (iii) after giving effect to the Reallocation, prepay each Lender shall hold the same Pro Rata Share of all of the Revolver 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), (v) any increase or decrease in a Revolver Commitment of a Lender Loan then outstanding 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 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 proposed Reallocation Date, a Senior Officer of Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (i) through (vi) and demonstrating (in reasonable detail) the calculations required in connection therewith, and (vii) Agent consents to such Reallocation in its Permitted Discretion. Agent shall promptly notify such Lenders of the Reallocation Date and the amount of the affected Revolver Commitment of such Lenders as a result thereof. The respective Pro Rata shares of Lenders shall thereafterentirety and, to the extent applicablethe Borrower elects to do so and subject to the conditions specified in Section 4.02 of the Credit Agreement, the Borrower shall reborrow Committed Loans from the Lenders in 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 based 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 the Commitments as so reallocated, and is not a novation of the credit facility under the Credit Agreement or of the Loans thereunder, and shall have no effect on such reallocated amounts (subject to any subsequent changes thereto). No more than two (2) Reallocations may be made in each Fiscal Year of BorrowerLien securing the Obligations.

Reallocation of Commitments. (i) 1. Borrower Agent 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 requested effective date (which effective date shall be the first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (iii) after giving effect to the Reallocation, each Lender shall hold the same Pro Rata Share of all of the Revolver 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), (v) any increase or decrease in a Revolver Commitment 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 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 proposed Reallocation Date, a Senior Officer of Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (i) through (vi) and demonstrating (in reasonable detail) the calculations required in connection therewith, and (vii) Agent consents to such Reallocation in its Permitted Discretion. Agent shall promptly notify such Lenders of the Reallocation Date and the amount of the affected Revolver Commitment of such Lenders as a result thereof. The respective Pro Rata shares of Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto). No more than two (2) Reallocations may be made in each Fiscal Year of Borrower.

Reallocation of Commitments. The Lenders have agreed among themselves to reallocate their respective Commitments, and to, among other things, permit one or more of the Lenders to increase their respective Commitments under the Credit Agreement (each, an “Increasing Lender”) provided that at any time prior to the Midstream Operating Credit Termination Date (as defined in the Antero Resources Credit Agreement), each Lender’s Applicable Percentage under the Credit Agreement shall, at all times, be equal to such Lender’s “Applicable Percentage” under and as defined in the Antero Resources Credit Agreement. Each of the Administrative Agent and Borrower hereby consents to (i) Borrower Agent may request that Lenders change the then current allocation reallocation of their respective Commitments in order to effect an increase or decrease of such respective Revolver the 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 requested effective date (which effective date shall be the first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall the increase or decrease the applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (iii) after giving effect to the Reallocation, each Lender shall hold the same Pro Rata Share of all of the Revolver Commitments and Floor Plan Commitments to the Borrower, (iv) no Default or Event of Default shall have occurred and be continuing either as of Increasing Lender’s Commitment. On the date of such request or on the Reallocation Date (both immediately before this Amendment becomes effective and after giving effect to such Reallocation)reallocation and increase of the Aggregate Commitment, (v) any increase or decrease in a Revolver the Commitment of a 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 its respective Revolver Section 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by 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 Floorplan Commitment any Lender shall result be increased in a concurrent decrease accordance with Section 2.03 of the Credit Agreement by an amount equal to $100,000,000 (the “Increase”). Subject to the satisfaction or increase waiver in writing of each condition precedent set forth in its respective Revolver Commitment or Floorplan Commitment such Section 3 of this Amendment, the Lenders and the Administrative Agent agree to, and do hereby, waive the requirement that the sum of all the Revolver Commitments and Floorplan Commitments Borrower provide written notice of such Lender after giving effect Increase 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, Administrative Agent on a Business Day that is not less than fifteen (vi15) after giving 126471205_8 effect to such Reallocation, no Overadvance would exist or would result therefrom, (vii) at least three (3) Business Days days prior to the proposed Reallocation Dateeffective date of such Increase. By its signature below, the Borrower agrees that, except as expressly provided in this Section 2.1, nothing herein shall be construed as a Senior Officer continuing waiver of Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (i) through (vi) and demonstrating (in reasonable detail) the calculations required in connection therewith, and (vii) Agent consents to such Reallocation in its Permitted Discretion. Agent shall promptly notify such Lenders any provision of the Reallocation Date and Credit Agreement or any other Loan Document. Nothing contained herein shall obligate the amount Lenders to grant any additional waiver with respect to any provision of the affected Revolver Commitment of such Lenders as a result thereof. The respective Pro Rata shares of Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to Credit Agreement or any subsequent changes thereto). No more than two (2) Reallocations may be made in each Fiscal Year of Borrowerother Loan Document.

Reallocation of Commitments. (i) Borrower Agent may request Provided 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 requested effective date (which effective date shall be the first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (iii) after giving effect to the Reallocation, each Lender shall hold the same Pro Rata Share of all of the Revolver Commitments and Floor Plan Commitments to the Borrower, (iv) no Default or Event of Default shall have occurred and be continuing either 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 Revolving Commitment to the Tax Exempt Commitment, provided that the Tax Exempt Commitment shall not exceed $20,000,000. Each such reallocation shall require, not less than five Business Day's notice from Borrower to the Administrative Agent. Bank of such request or on America and Xxxxx Fargo have each agreed to assume one half of any reallocation of the Reallocation Date Revolving Commitment to the Tax Exempt Commitment and no other Lender shall assume any portion of the Tax Exempt Commitment (both immediately before and after giving effect to such Reallocation), (v) any increase or decrease in a Revolver Commitment but shall thereupon be relieved 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 sum of all the Revolver Commitments and Floorplan Commitments of such Lender after giving effect to such Reallocation shall equal the aggregate corresponding amount of the Revolver Commitments Revolving Commitment). Each such reallocation shall be in an amount which is an integral multiple of $1,000,000 and Floorplan Commitments no more than two such reallocations may occur without the consent of the Administrative Agent. Upon any such Lender in effect immediately prior to such Reallocationreallocation, (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 proposed Reallocation Date, a Senior Officer of Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (i) through the portion of the Commitment so reallocated shall be deemed terminated, (viii) and demonstrating each Lender having a Pro Rata Share of the 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, (in reasonable detailiii) the calculations required relevant Commitment shall be increased in connection therewith, and (vii) Agent consents to such Reallocation in its Permitted Discretion. Agent shall promptly notify such Lenders of the Reallocation Date and the amount of the affected Revolver Commitment 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 as a result thereof. The to reflect their respective Pro Rata shares of Lenders Shares in the relevant Commitments (which shall thereafter, be adjusted to reflect the transfer) and the Borrower shall pay to the extent applicableLender any breakage costs or similar amounts which result from any such reallocation. It is understood and agreed that, upon any such reallocation of the Commitments, the Borrower shall be determined based on such reallocated amounts (subject to responsible for any subsequent changes thereto). No more than two (2) Reallocations may be made costs, including breakage costs, which arise from the resulting adjustment of the Pro Rata Shares of the Lenders in each Fiscal Year of Borrowerthe Commitments.

Reallocation of Commitments. (a) Subject to the conditions set forth in this §2.10, the Borrowers shall have the right once during each fiscal quarter upon five (5) Business Days prior written notice to the Administrative Agent to (i) Borrower Agent may request increase the Aggregate Domestic Revolving Loan Commitments by reducing and reallocating by an equivalent amount all or a portion of the Aggregate Canadian Revolving Loan Commitments and/or the Aggregate European Commitments and/or the Aggregate Australian Revolving Loan Commitments to the Aggregate Domestic Revolving Loan Commitments, (ii) increase the Aggregate Canadian Revolving Loan Commitments by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Canadian Revolving Loan Commitments, (iii) increase the Aggregate European Commitments by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate European Commitments and/or (iv) increase the Aggregate Australian Revolving Loan Commitments by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Australian Revolving Loan Commitments; provided 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 shall not be an amount less than $5,000,000. (b) Any Reallocation pursuant to be accompanied by a concurrent and equal decrease or increase, as applicable, in the Revolver Commitments (each, a “Reallocation”). Any such Reallocation this §2.10 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 requested effective date (which effective date Each Reallocation of applicable Commitment amounts shall be made only between the first day offices or Affiliates of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (iii) after giving effect to the Reallocation, each Lender shall hold the same Pro Rata Share of all of the Revolver 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), (v) any increase or decrease in a Revolver Commitment 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 Applicable Lenders such that the sum of all the Revolver applicable Commitments of each Applicable Lender and its Affiliates shall not be increased or decreased as a result of any Reallocation. Each Applicable Lender, on behalf of itself and its Affiliates, hereby undertakes to comply with the lending obligations arising pursuant to any Reallocation of Commitments. (ii) Each increase in (A) the Aggregate Domestic Revolving Loan Commitments shall be offset by a corresponding and equivalent reduction in one or more of the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments and Floorplan Aggregate Australian Revolving Loan Commitments, and (B) the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments of or Aggregate Australian Revolving Loan Commitments, as the case may be, shall be offset by a corresponding and equivalent reduction in the Aggregate Domestic Revolving Loan Commitments, such Lender that the Total Commitment in effect immediately before a Reallocation shall be equal to the Total Commitment immediately after, and after giving effect to to, such Reallocation. (iii) No Reallocation shall equal increase (A) the aggregate amount Aggregate Canadian Revolving Loan Commitments in excess of $75,000,000, (B) the Aggregate European Commitments in excess of $25,000,000 or (C) the Aggregate Australian Revolving Loan Commitments in excess of $200,000,000 (as any of the Revolver same may be increased pursuant to §6). (iv) No Reallocation shall result in (A) any Domestic Lender having a positive Canadian Revolving Loan Commitment, European Commitment or Australian Revolving Loan Commitment if such Domestic Lender, or its Affiliate, did not have such positive Canadian Revolving Loan Commitment, European Commitment or Australian Revolving Loan Commitment on the Closing Date or acquire such applicable Commitment by assignment after the Closing Date, or (B) any European Lender having a positive Canadian Revolving Loan Commitment or Australian Revolving Loan Commitment if such European Lender, or its Affiliate, did not have such positive Canadian Revolving Loan Commitment or Australian Revolving Loan Commitment on the Closing Date or acquire such applicable Commitment by assignment after the Closing Date, or (C) any Canadian Lender having a positive European Commitment or Australian Revolving Loan Commitment if such Canadian Lender, or its Affiliate, did not have such positive European Commitment or Australian Revolving Loan Commitment on the Closing Date or acquire such applicable Commitment by assignment after the Closing Date, or (D) any Australian Lender having a positive European Commitment or Canadian Revolving Loan Commitment if such Australian Lender, or its Affiliate, did not have such positive European Commitment or Canadian Revolving Loan Commitment on the Closing Date or acquire such applicable Commitments and Floorplan by assignment after the Closing Date. (v) Subject to §2.10(b)(iv), each Reallocation shall be made pro rata among the Lenders whose Applicable Commitments are being reallocated from one Applicable Commitment to another, but shall not cause the Applicable Commitments of such Lender any other Lenders to change (but will result in effect immediately prior a change in Commitment Percentages). (vi) Subject to §§6.6 and 6.7, in no event shall (A) the Aggregate Domestic Revolving Loan Commitments be reduced to an amount less than the greater of (x) $125,000,000 and (y) the Total Domestic Revolver Exposure; (B) the Aggregate Canadian Revolving Loan Commitments be reduced to an amount less than the Total Canadian Revolver Exposure; (C) the Aggregate European Commitments be reduced to an amount less than the Total European Exposure; or (D) the Aggregate Australian Revolving Loan Commitments be reduced to an amount less than the Total Australian Revolver Exposure. (c) The Applicable Agent shall (i) notify each of the Lenders promptly after receiving any notice of a Reallocation delivered by the Applicable Borrower pursuant to this §2.10 and (ii) promptly upon the effectiveness of any such Reallocation, (vi) after giving 126471205_8 effect distribute to such Reallocationeach Lender an updated Schedule II hereto, no Overadvance would exist or would result therefrom, (vii) at least three (3) Business Days prior to reflecting the proposed Reallocation Date, a Senior Officer of Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (i) through (vi) and demonstrating (changes in reasonable detail) the calculations required in connection therewith, and (vii) Agent consents to such Reallocation in its Permitted Discretion. Agent shall promptly notify such Lenders respective Applicable Commitments of the Reallocation Date and the amount of the affected Revolver Commitment of such Lenders as a result thereof. The respective Pro Rata shares of Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto). No more than two (2) Reallocations may be made in each Fiscal Year of BorrowerLenders.

Reallocation of Commitments. (a) Subject to the conditions set forth in Section 2.8(b), 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 to (i) Borrower Agent may request that Lenders change increase the then current allocation TCIL Commitments by reducing and reallocating by an equivalent amount all or a portion 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 the TALICC Commitments to be accompanied the TCIL Commitments or (ii) increase the TALICC Commitments by reducing and reallocating by an equivalent amount all or a concurrent and equal decrease or increase, as applicable, in portion of the Revolver TCIL Commitments to the TALICC Commitments. (each, a “Reallocation”). b) Any such Reallocation reallocation pursuant to Section 2.8(a) 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 requested effective date (which effective date Each reallocation of Commitment amounts shall be the first day of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (iii) after giving effect to the Reallocation, each Lender shall hold the same Pro Rata Share of all of the Revolver 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), (v) any increase or decrease in a Revolver Commitment 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 made such that the sum of all the Revolver Commitments and Floorplan Commitments of each Lender shall not be increased or decreased as a result of any reallocation. (ii) Each increase in the 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 Lender that the Aggregate Commitment Amount in effect immediately before a reallocation shall be equal to the Aggregate Commitment Amount immediately after giving effect to such Reallocation reallocation. (iii) No reallocation shall equal increase the aggregate TALICC Commitments to an amount in excess of the Revolver Commitments and Floorplan Commitments greater of such Lender in effect immediately prior to such Reallocation, (viA) after giving 126471205_8 effect to such Reallocation, no Overadvance would exist $300,000,000 or would result therefrom, (vii) at least three (3) Business Days prior to the proposed Reallocation Date, a Senior Officer of Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (i) through (vi) and demonstrating (in reasonable detailB) the calculations required in connection therewith, and amount to which the TALICC Commitments have been increased as a result of a Commitment Increase pursuant to Section 6.7. (viiiv) Agent consents Each reallocation shall be made pro rata among the Lenders. (v) In no event shall (A) the TALICC Commitment be reduced to such Reallocation in its Permitted Discretion. Agent shall promptly notify such Lenders of the Reallocation Date and an amount less than the amount of the affected Revolver 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 exist. (c) The Administrative Agent shall (i) notify each of the Lenders promptly after receiving any notice of reallocation delivered by the Borrowers pursuant to this Section 2.8 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 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 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 Section 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 thereof. The respective Pro Rata shares of Lenders any reallocation. (ii) Each increase in the aggregate TCIL LC Commitments or aggregate TALICC LC Commitments, as the case may be, shall thereafterbe offset by a corresponding and equivalent reduction in the aggregate TALICC LC Commitments or aggregate TCIL LC Commitments, such that the LC Commitments in effect immediately before a reallocation shall be equal to the extent applicable, be determined based on LC Commitments immediately after giving effect to such reallocated amounts reallocation. (subject to any subsequent changes thereto). No more than two (2iii) Reallocations may Each reallocation shall be made in each Fiscal Year 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 BorrowerTALICC 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 (D) the TCIL LC Commitment exceed the TCIL Commitment. (v) No TCIL Event of Default or Unmatured TCIL Event of Default or TALICC Event of Default or Unmatured TALICC Event of Default shall exist.

Reallocation of Commitments. Among this Agreement and the Alexander & Bxxxxxx Credit Agreement. (ia) the Borrower Agent may request that Lenders change shall have delivered a Commitment Reallocation Notice to 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 Agent; (b) 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 Commitment Reallocation shall be subject 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 following conditions: Commitments of the Lenders; (id) any such Commitment Reallocation shall be permitted under the Alexander & Bxxxxxx Credit Agreement; (e) in connection with any Commitment Reallocation, the Borrower shall have provided to Agent a written notice (in reasonable detail) at least thirty (30) Business Days prior prepay the Obligations to the requested effective date (which effective date shall be extent required pursuant to Section 2.05(c), together with any amounts payable pursuant to Section 3.05 if such prepayment is of a Eurodollar Loan on a day other than the first last day of the subsequent Fiscal Quarterapplicable Interest Period; (f) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (iii) after giving effect to the Reallocation, each Lender shall hold the same Pro Rata Share of all of the Revolver 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 any such Commitment Reallocation), each of the Lenders must hold a ratable "Commitment" under, and as defined in, the Alexander & Bxxxxxx Credit Agreement; (vg) any increase or decrease in a Revolver Commitment 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 at the sum of all the Revolver Commitments and Floorplan Commitments time of such Lender Commitment Reallocation, the Borrower is a wholly-owned Subsidiary of Alexander & Bxxxxxx; 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 equal not be considered a termination or reduction by the aggregate amount Borrower of the Revolver Aggregate Commitments and Floorplan Commitments of such Lender as described in effect immediately prior to such ReallocationSection 2.06. So long as no Default exists, (vi) after giving 126471205_8 effect to such Reallocation, no Overadvance would exist or would result therefrom, (vii) upon at least three (3) Business Days prior written notice to the proposed Reallocation Date, a Senior Officer of Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (i) through (vi) and demonstrating (in reasonable detail) the calculations required in connection therewith, and (vii) Agent consents to such Reallocation in its Permitted Discretion. Agent which shall promptly notify such Lenders the Lenders) from the Borrower and Alexander & Bxxxxxx, this Section 2.14 (and the corresponding provisions of the Reallocation Date and the amount of the affected Revolver Alexander & Bxxxxxx Credit Agreement) shall be terminated whereupon no further Commitment of such Lenders as a result thereof. The respective Pro Rata shares of Lenders Reallocations shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto). No more than two (2) Reallocations may be made in each Fiscal Year of Borrowerpermitted.

Reallocation of Commitments. (a) Subject to the conditions set forth in this §2.10, the Borrowers shall have the right once during each fiscal quarter upon five (5) Business Days prior written notice to the Administrative Agent to (i) Borrower Agent may request increase the Aggregate Domestic Revolving Loan Commitments by reducing and reallocating by an equivalent amount all or a portion of the Aggregate Canadian Revolving Loan Commitments and/or the Aggregate European Commitments and/or the Aggregate Australian Revolving Loan Commitments to the Aggregate Domestic Revolving Loan Commitments, (ii) increase the Aggregate Canadian Revolving Loan Commitments by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Canadian Revolving Loan Commitments, (iii) increase the Aggregate European Commitments by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate European Commitments and/or (iv) increase the Aggregate Australian Revolving Loan Commitments by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Australian Revolving Loan Commitments; provided 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 shall not be an amount less than $5,000,000. (b) Any Reallocation pursuant to be accompanied by a concurrent and equal decrease or increase, as applicable, in the Revolver Commitments (each, a “Reallocation”). Any such Reallocation this §2.10 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 requested effective date (which effective date Each Reallocation of applicable Commitment amounts shall be made only between the first day offices or Affiliates of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (iii) after giving effect to the Reallocation, each Lender shall hold the same Pro Rata Share of all of the Revolver 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), (v) any increase or decrease in a Revolver Commitment 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 Applicable Lenders such that the sum of all the Revolver applicable Commitments of each Applicable Lender and its Affiliates shall not be increased or decreased as a result of any Reallocation. Each Applicable Lender, on behalf of itself and its Affiliates, hereby undertakes to comply with the lending obligations arising pursuant to any Reallocation of Commitments. (ii) Each increase in (A) the Aggregate Domestic Revolving Loan Commitments shall be offset by a corresponding and equivalent reduction in one or more of the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments and Floorplan Aggregate Australian Revolving Loan Commitments, and (B) the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments of or Aggregate Australian Revolving Loan Commitments, as the case may be, shall be offset by a corresponding and equivalent reduction in the Aggregate Domestic Revolving Loan Commitments, such Lender that the Total Commitment in effect immediately before a Reallocation shall be equal to the Total Commitment immediately after, and after giving effect to to, such Reallocation. (iii) No Reallocation shall equal increase the aggregate amount Aggregate Foreign Currency Revolving Loan Commitments in excess of $400,000,000 (as any of the Revolver same may be increased pursuant to §6). (iv) No Reallocation shall result in (A) any Domestic Lender having a positive Canadian Revolving Loan Commitment, European Commitment or Australian Revolving Loan Commitment if such Domestic Lender, or its Affiliate, did not have such positive Canadian Revolving Loan Commitment, European Commitment or Australian Revolving Loan Commitment on the Restatement Effective Date or acquire such applicable Commitment by assignment after the Restatement Effective Date, or (B) any European Lender having a positive Canadian Revolving Loan Commitment or Australian Revolving Loan Commitment if such European Lender, or its Affiliate, did not have such positive Canadian Revolving Loan Commitment or Australian Revolving Loan Commitment on the Restatement Effective Date or acquire such applicable Commitment by assignment after the Restatement Effective Date, or (C) any Canadian Lender having a positive European Commitment or Australian Revolving Loan Commitment if such Canadian Lender, or its Affiliate, did not have such positive European Commitment or Australian Revolving Loan Commitment on the Restatement Effective Date or acquire such applicable Commitment by assignment after the Restatement Effective Date, or (D) any Australian Lender having a positive European Commitment or Canadian Revolving Loan Commitment if such Australian Lender, or its Affiliate, did not have such positive European Commitment or Canadian Revolving Loan Commitment on the Restatement Effective Date or acquire such applicable Commitments and Floorplan by assignment after the Restatement Effective Date. (v) Subject to §2.10(b)(iv), each Reallocation shall be made pro rata among the Lenders whose Applicable Commitments are being reallocated from one Applicable Commitment to another, but shall not cause the Applicable Commitments of such Lender any other Lenders to change (but will result in effect immediately prior a change in Commitment Percentages). (vi) Subject to §§6.6 and 6.7, in no event shall (A) the Aggregate Domestic Revolving Loan Commitments be reduced to an amount less than the greater of (x) $225,000,000 and (y) the Total Domestic Revolver Exposure; (B) the Aggregate Canadian Revolving Loan Commitments be reduced to an amount less than the Total Canadian Revolver Exposure; (C) the Aggregate European Commitments be reduced to an amount less than the Total European Exposure; or (D) the Aggregate Australian Revolving Loan Commitments be reduced to an amount less than the Total Australian Revolver Exposure. (c) The Applicable Agent shall (i) notify each of the Lenders promptly after receiving any notice of a Reallocation delivered by the Applicable Borrower pursuant to this §2.10 and (ii) promptly upon the effectiveness of any such Reallocation, (vi) after giving 126471205_8 effect distribute to such Reallocationeach Lender an updated Schedule II hereto, no Overadvance would exist or would result therefrom, (vii) at least three (3) Business Days prior to reflecting the proposed Reallocation Date, a Senior Officer of Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (i) through (vi) and demonstrating (changes in reasonable detail) the calculations required in connection therewith, and (vii) Agent consents to such Reallocation in its Permitted Discretion. Agent shall promptly notify such Lenders respective Applicable Commitments of the Reallocation Date and the amount of the affected Revolver Commitment of such Lenders as a result thereof. The respective Pro Rata shares of Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto). No more than two (2) Reallocations may be made in each Fiscal Year of BorrowerLenders.

Reallocation of Commitments. (a) Subject to the conditions set forth in this §2.10, the Borrowers shall have the right once during each fiscal quarter upon five (5) Business Days prior written notice to the Administrative Agent to (i) Borrower Agent may request increase the Aggregate Domestic Revolving Loan Commitments by reducing and reallocating by an equivalent amount all or a portion of the Aggregate Canadian Revolving Loan Commitments and/or the Aggregate European Commitments and/or the Aggregate Australian Revolving Loan Commitments to the Aggregate Domestic Revolving Loan Commitments, (ii) increase the Aggregate Canadian Revolving Loan Commitments by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Canadian Revolving Loan Commitments, (iii) increase the Aggregate European Commitments by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate European Commitments and/or (iv) increase the Aggregate Australian Revolving Loan Commitments by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Australian Revolving Loan Commitments; provided 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 shall not be an amount less than $5,000,000. (b) Any Reallocation pursuant to be accompanied by a concurrent and equal decrease or increase, as applicable, in the Revolver Commitments (each, a “Reallocation”). Any such Reallocation this §2.10 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 requested effective date (which effective date Each Reallocation of applicable Commitment amounts shall be made only between the first day offices or Affiliates of the subsequent Fiscal Quarter) of such Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) any such Reallocation shall increase or decrease the applicable Revolver Commitments and Floorplan Commitments in increments of $1,000,000, (iii) after giving effect to the Reallocation, each Lender shall hold the same Pro Rata Share of all of the Revolver 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), (v) any increase or decrease in a Revolver Commitment 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 Applicable Lenders such that the sum of all the Revolver applicable Commitments of each Applicable Lender and its Affiliates shall not be increased or decreased as a result of any Reallocation. Each Applicable Lender, on behalf of itself and its Affiliates, hereby undertakes to comply with the lending obligations arising pursuant to any Reallocation of Commitments. (ii) Each increase in (A) the Aggregate Domestic Revolving Loan Commitments shall be offset by a corresponding and equivalent reduction in one or more of the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments and Floorplan Aggregate Australian Revolving Loan Commitments, and (B) the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments of or Aggregate Australian Revolving Loan Commitments, as the case may be, shall be offset by a corresponding and equivalent reduction in the Aggregate Domestic Revolving Loan Commitments, such Lender that the Total Commitment in effect immediately before a Reallocation shall be equal to the Total Commitment immediately after, and after giving effect to to, such Reallocation. (iii) No Reallocation shall equal increase (A) the aggregate amount Aggregate Canadian Revolving Loan Commitments in excess of $35,000,000, (B) the Aggregate European Commitments in excess of $25,000,000 or (C) the Aggregate Australian Revolving Loan Commitments in excess of $200,000,000 (as any of the Revolver same may be increased pursuant to §27.2 or §33). (iv) No Reallocation shall result in (A) any Domestic Lender having a positive Canadian Revolving Loan Commitment, European Commitment or Australian Revolving Loan Commitment if such Domestic Lender, or its Affiliate, did not have such positive Canadian Revolving Loan Commitment, European Commitment or Australian Revolving Loan Commitment on the Closing Date or acquire such applicable Commitment by assignment after the Closing Date, or (B) any European Lender having a positive Canadian Revolving Loan Commitment or Australian Revolving Loan Commitment if such European Lender, or its Affiliate, did not have such positive Canadian Revolving Loan Commitment or Australian Revolving Loan Commitment on the Closing Date or acquire such applicable Commitment by assignment after the Closing Date, or (C) any Canadian Lender having a positive European Commitment or Australian Revolving Loan Commitment if such Canadian Lender, or its Affiliate, did not have such positive European Commitment or Australian Revolving Loan Commitment on the Closing Date or acquire such applicable Commitment by assignment after the Closing Date, or (D) any Australian Lender having a positive European Commitment or Canadian Revolving Loan Commitment if such Australian Lender, or its Affiliate, did not have such positive European Commitment or Canadian Revolving Loan Commitment on the Closing Date or acquire such applicable Commitments and Floorplan by assignment after the Closing Date. (v) Subject to §2.10(b)(iv), each Reallocation shall be made pro rata among the Lenders whose Applicable Commitments are being reallocated from one Applicable Commitment to another, but shall not cause the Applicable Commitments of such Lender any other Lenders to change (but will result in effect immediately prior a change in Commitment Percentages). (vi) Subject to §§6.6 and 6.7, in no event shall (A) the Aggregate Domestic Revolving Loan Commitments be reduced to an amount less than the greater of (x) $165,000,000 and (y) the Total Domestic Revolver Exposure; (B) the Aggregate Canadian Revolving Loan Commitments be reduced to an amount less than the Total Canadian Revolver Exposure; (C) the Aggregate European Commitments be reduced to an amount less than the Total European Exposure; or (D) the Aggregate Australian Revolving Loan Commitments be reduced to an amount less than the Total Australian Revolver Exposure. (c) The Applicable Agent shall (i) notify each of the Lenders promptly after receiving any notice of a Reallocation delivered by the Applicable Borrower pursuant to this §2.10 and (ii) promptly upon the effectiveness of any such Reallocation, (vi) after giving 126471205_8 effect distribute to such Reallocationeach Lender an updated Schedule II hereto, no Overadvance would exist or would result therefrom, (vii) at least three (3) Business Days prior to reflecting the proposed Reallocation Date, a Senior Officer of Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (i) through (vi) and demonstrating (changes in reasonable detail) the calculations required in connection therewith, and (vii) Agent consents to such Reallocation in its Permitted Discretion. Agent shall promptly notify such Lenders respective Applicable Commitments of the Reallocation Date and the amount of the affected Revolver Commitment of such Lenders as a result thereof. The respective Pro Rata shares of Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto). No more than two (2) Reallocations may be made in each Fiscal Year of BorrowerLenders.