Common use of Reallocation of Commitments Clause in Contracts

Reallocation of Commitments. (a) On the Amendment Effective Date, (i) a reallocation of Revolving Credit Commitments shall be effected by reallocating $125,000,000.00 of Commitments from the U.S. Dollar Revolving Credit Facility to the Multicurrency Revolving Credit Facility (the “Current Reallocation”), (ii) the Current Reallocation shall result in each Lender holding the respective Commitment or Commitments designated for such Lender on Annex A attached hereto, (iii) to the extent Advances then outstanding and owed to any U.S. Dollar Revolving Lender or any Multicurrency Revolving Lender immediately prior to the effectiveness of the Reallocation shall be less than such Lender’s U.S. Dollar Revolving Credit Pro Rata Share or Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding that are owed to U.S. Dollar Revolving Lenders or to Multicurrency Revolving Lenders (collectively, including any applicable Assuming Lender, the “Purchasing Lenders”), in each case as applicable, then such Purchasing Lenders, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Purchasing Lender (collectively, the “Selling Lenders”), in an amount sufficient such that following the effectiveness of all such assignments (x) the Advances outstanding and owed to each U.S. Dollar Revolving Lender shall equal such Lender’s U.S. Dollar Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding in respect of the U.S. Dollar Revolving Credit Facility and (y) the Advances outstanding and owed to each Multicurrency Revolving Lender shall equal such Lender’s Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding in respect of the Multicurrency Revolving Credit Facility. The 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 Amendment Effective 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 Amendment Effective Date. The Administrative Agent shall distribute on the Amendment Effective Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office.

Reallocation of Commitments. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate the respective Maximum Credit Amounts and Applicable Percentages of BNP Paribas and JPMorgan Chase Bank, N.A. and to decrease the Maximum Credit Amount and Applicable Percentage of Societe Generale (a) On each of BNP Paribas and JPMorgan Chase Bank, N.A, being an “Increasing Lender”). The Administrative Agent and the Amendment Effective DateBorrower hereby consent to such reallocation and each Increasing Lender’s acquisition of an increased interest in the Aggregate Maximum Credit Amounts and Commitments and, together with the Lenders, waive (i) a any requirement that an Assignment or Assumption or other documentation be executed in connection with such reallocation of Revolving Credit Commitments shall be effected by reallocating $125,000,000.00 of Commitments from the U.S. Dollar Revolving Credit Facility to the Multicurrency Revolving Credit Facility (the “Current Reallocation”), and (ii) the Current Reallocation shall result in each Lender holding the respective Commitment or Commitments designated for such Lender on Annex A attached hereto, (iii) payment of any processing and recordation fee to the extent Advances then outstanding and owed to any U.S. Dollar Revolving Lender or any Multicurrency Revolving Lender immediately prior to the effectiveness of the Reallocation shall be less than such Lender’s U.S. Dollar Revolving Credit Pro Rata Share or Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding that are owed to U.S. Dollar Revolving Lenders or to Multicurrency Revolving Lenders (collectively, including any applicable Assuming Lender, the “Purchasing Lenders”), in each case as applicable, then such Purchasing Lenders, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Purchasing Lender (collectively, the “Selling Lenders”), in an amount sufficient such that following the effectiveness of all such assignments (x) the Advances outstanding and owed to each U.S. Dollar Revolving Lender shall equal such Lender’s U.S. Dollar Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding in respect of the U.S. Dollar Revolving Credit Facility and (y) the Advances outstanding and owed to each Multicurrency Revolving Lender shall equal such Lender’s Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding in respect of the Multicurrency Revolving Credit FacilityAdministrative Agent. The Administrative Agent shall calculate record the net amount to be paid by each Purchasing Lender and received by each Selling Lender information contained in connection with Annex I attached hereto in the assignments effected hereunder on Register. On the Second Amendment Effective Date. Each Purchasing , and after giving effect to such reallocations, the Maximum Credit Amounts and Applicable Percentage of each Lender shall make be as set forth on Annex I of this Second Amendment which Annex I supersedes and replaces the existing Annex I to the Credit Agreement. On or about the Second Amendment Effective Date, if the face amount of the Note held by any Increasing Lender is less than its required payment available Maximum Credit Amount after giving effect to the Administrative Agentincrease contemplated by this Amendment, in same day funds, at the office of then the Administrative Agent not later than 12:00 P.M. (New York time) on shall so notify the Borrower and the Borrower will deliver to each such Increasing Lender a Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed, and each Lender receiving a replacement Note agrees to promptly thereafter return the previously issued Note held by such Lender marked canceled or otherwise similarly defaced. On the Second Amendment Effective Date. The Administrative Agent , all LIBOR Loans outstanding in favor of Societe Generale shall distribute be converted into new LIBOR Loans allocated among Societe Generale, BNP Paribas and JPMorgan Chase Bank, N.A. in accordance with the Applicable Percentages set forth on Annex I and the Amendment Effective Date the proceeds of Borrower shall pay to Societe Generale such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Officeamounts, if any, as are due under Section 5.02.

Reallocation of Commitments. (a) On the Amendment Effective Date, (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 reallocation of Revolving Credit concurrent and equal decrease or increase, as applicable, in the Revolver Commitments (each, a “Reallocation”). Any such Reallocation shall be effected by reallocating $125,000,000.00 of Commitments from the U.S. Dollar Revolving Credit Facility subject to the Multicurrency Revolving Credit Facility 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 “Current ReallocationReallocation Date”)) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) the Current any such Reallocation shall result increase or decrease the applicable Revolver Commitments and Floorplan Commitments in each Lender holding the respective Commitment or Commitments designated for such Lender on Annex A attached heretoincrements 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 Advances then outstanding and owed applicable, be determined based on such reallocated amounts (subject to any U.S. Dollar Revolving Lender or any Multicurrency Revolving Lender immediately prior to the effectiveness of the Reallocation shall subsequent changes thereto). No more than two (2) Reallocations may be less than such Lender’s U.S. Dollar Revolving Credit Pro Rata Share or Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding that are owed to U.S. Dollar Revolving Lenders or to Multicurrency Revolving Lenders (collectively, including any applicable Assuming Lender, the “Purchasing Lenders”), made in each case as applicable, then such Purchasing Lenders, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment Fiscal Year of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Purchasing Lender (collectively, the “Selling Lenders”), in an amount sufficient such that following the effectiveness of all such assignments (x) the Advances outstanding and owed to each U.S. Dollar Revolving Lender shall equal such Lender’s U.S. Dollar Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding in respect of the U.S. Dollar Revolving Credit Facility and (y) the Advances outstanding and owed to each Multicurrency Revolving Lender shall equal such Lender’s Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding in respect of the Multicurrency Revolving Credit Facility. The 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 Amendment Effective 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 Amendment Effective Date. The Administrative Agent shall distribute on the Amendment Effective Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending OfficeBorrower.

Reallocation of Commitments. (a) On the Amendment Effective Date, (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 reallocation of Revolving Credit concurrent and equal decrease or increase, as applicable, in the Revolver Commitments (each, a “Reallocation”). Any such Reallocation shall be effected by reallocating $125,000,000.00 of Commitments from the U.S. Dollar Revolving Credit Facility subject to the Multicurrency Revolving Credit Facility 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 “Current ReallocationReallocation Date”)) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) the Current any such Reallocation shall result increase or decrease the applicable Revolver Commitments and Floorplan Commitments in each Lender holding the respective Commitment or Commitments designated for such Lender on Annex A attached heretoincrements 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 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 Advances then outstanding and owed applicable, be determined based on such reallocated amounts (subject to any U.S. Dollar Revolving Lender or any Multicurrency Revolving Lender immediately prior to the effectiveness of the Reallocation shall subsequent changes thereto). No more than two (2) Reallocations may be less than such Lender’s U.S. Dollar Revolving Credit Pro Rata Share or Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding that are owed to U.S. Dollar Revolving Lenders or to Multicurrency Revolving Lenders (collectively, including any applicable Assuming Lender, the “Purchasing Lenders”), made in each case as applicable, then such Purchasing Lenders, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment Fiscal Year of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Purchasing Lender (collectively, the “Selling Lenders”), in an amount sufficient such that following the effectiveness of all such assignments (x) the Advances outstanding and owed to each U.S. Dollar Revolving Lender shall equal such Lender’s U.S. Dollar Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding in respect of the U.S. Dollar Revolving Credit Facility and (y) the Advances outstanding and owed to each Multicurrency Revolving Lender shall equal such Lender’s Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding in respect of the Multicurrency Revolving Credit Facility. The 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 Amendment Effective 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 Amendment Effective Date. The Administrative Agent shall distribute on the Amendment Effective Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending OfficeBorrower.

Reallocation of Commitments. 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 (a) On each, a “Reallocation”). Any such Reallocation shall be subject to the Amendment Effective Date, following conditions: (i) Borrower shall have provided to Agent a reallocation of Revolving Credit Commitments written notice (in reasonable detail) at least thirty (30) Business Days prior to the requested effective date (which effective date shall be effected by reallocating $125,000,000.00 the first day of Commitments from the U.S. Dollar Revolving Credit Facility to the Multicurrency Revolving Credit Facility subsequent Fiscal Quarter) of such Reallocation (the “Current ReallocationReallocation Date”)) setting forth the proposed Reallocation Date and the amounts of the proposed Revolver Commitments and Floorplan Commitments reallocation to be effected, (ii) the Current any such Reallocation shall result increase or decrease the applicable Revolver Commitments and Floorplan Commitments in each Lender holding the respective Commitment or Commitments designated for such Lender on Annex A attached heretoincrements 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 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 Advances then outstanding and owed applicable, be determined based on such reallocated amounts (subject to any U.S. Dollar Revolving Lender or any Multicurrency Revolving Lender immediately prior to the effectiveness of the Reallocation shall subsequent changes thereto). No more than two (2) Reallocations may be less than such Lender’s U.S. Dollar Revolving Credit Pro Rata Share or Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding that are owed to U.S. Dollar Revolving Lenders or to Multicurrency Revolving Lenders (collectively, including any applicable Assuming Lender, the “Purchasing Lenders”), made in each case as applicable, then such Purchasing Lenders, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment Fiscal Year of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Purchasing Lender (collectively, the “Selling Lenders”), in an amount sufficient such that following the effectiveness of all such assignments (x) the Advances outstanding and owed to each U.S. Dollar Revolving Lender shall equal such Lender’s U.S. Dollar Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding in respect of the U.S. Dollar Revolving Credit Facility and (y) the Advances outstanding and owed to each Multicurrency Revolving Lender shall equal such Lender’s Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of the Current Reallocation) of all Advances then outstanding in respect of the Multicurrency Revolving Credit Facility. The 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 Amendment Effective 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 Amendment Effective Date. The Administrative Agent shall distribute on the Amendment Effective Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending OfficeBorrower.