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. (b) On the Amendment Effective Date a reallocation of the Letter of Credit Commitments shall be effected by reallocating $19,230,769 from the U.S. Dollar Letter of Credit Commitment to the Multicurrency Letter of Credit Commitment, consistent with Annex A attached hereto.

Reallocation of Commitments. (a) On Subject to the Amendment Effective Dateconditions 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) increase the Aggregate Domestic Revolving Loan Commitments by reducing and reallocating by an equivalent amount all or a reallocation portion of the Aggregate Canadian Revolving Credit Loan Commitments shall be effected by reallocating $125,000,000.00 of and/or the Aggregate European Commitments from and/or the U.S. Dollar Aggregate Australian Revolving Credit Facility Loan Commitments and/or the Aggregate UK Revolving Loan Commitments and/or any Aggregate Designated Subsidiary Commitments to the Multicurrency Aggregate Domestic Revolving Credit Facility (the “Current Reallocation”)Loan Commitments, (ii) increase the Current Reallocation shall result in each Lender holding Aggregate Canadian Revolving Loan Commitments by reducing and reallocating by an equivalent amount a portion of the respective Commitment or Aggregate Domestic Revolving Loan Commitments designated for such Lender on Annex A attached heretoto 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 extent Advances then outstanding and owed Aggregate European Commitments, (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, (v) increase the Aggregate UK Revolving Loan Commitments by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate UK Revolving Loan Commitments and/or (vi) increase the Aggregate Designated Subsidiary Commitments by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Designated Subsidiary Commitments; provided that any U.S. Dollar Revolving Lender or any Multicurrency Revolving Lender immediately such increase shall not be an amount less than $5,000,000.; provided further that if the Borrowers exercise such right of reallocation to effect the Aus Refinancing, the Borrowers may provide the applicable written notice with respect to such exercise by 11:00 a.m. (New York time) three (3) Business Days prior to the effectiveness of such reallocation. (b) Any Reallocation pursuant to this §2.10 shall be subject to the following conditions: (i) Each Reallocation of applicable Commitment amounts shall be made only between the offices or Affiliates of Applicable Lenders such that the sum of all the 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, Aggregate Australian Revolving Loan Commitments and Aggregate UK Revolving Loan Commitments, and (B) the Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments, Aggregate Australian Revolving Loan Commitments, Aggregate UK Revolving Loan Commitments and any Aggregate Designated Subsidiary Commitments, as the case may be, shall be offset by a corresponding and equivalent reduction in the Aggregate Domestic Revolving Loan Commitments, such that the Total Commitment in effect immediately before a Reallocation shall be equal to the Total Commitment immediately after, and after giving effect to, such Reallocation. (iii) No Reallocation shall increase the Aggregate Foreign Currency Revolving Loan Commitments in excess of $500,000,000 (as any of the 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, Australian Revolving Loan Commitment, UK Revolving Loan Commitment or any Designated Subsidiary Commitment if such Domestic Lender, or its Affiliate, did not have such positive Canadian Revolving Loan Commitment, European Commitment, Australian Revolving Loan Commitment, UK Revolving Loan Commitment or applicable Designated Subsidiary Commitment on the Restatement Effective Date or acquire such applicable Commitment by assignment or by operation of §6.23 after the Restatement Effective Date, or (B) any European Lender having a positive Canadian Revolving Loan Commitment, Australian Revolving Loan Commitment, UK Revolving Loan Commitment or any Designated Subsidiary Commitment if such European Lender, or its Affiliate, did not have such positive Canadian Revolving Loan Commitment Australian Revolving Loan Commitment, UK Revolving Loan Commitment or applicable Designated Subsidiary Commitment on the Restatement Effective Date or acquire such applicable Commitment by assignment or by operation of §6.23 after the Restatement Effective Date, or (C) any Canadian Lender having a positive European Commitment, Australian Revolving Loan Commitment, UK Revolving Loan Commitment or any Designated Subsidiary Commitment if such Canadian Lender, or its Affiliate, did not have such positive European Commitment, Australian Revolving Loan Commitment, UK Revolving Loan Commitment or applicable Designated Subsidiary Commitment on the Restatement Effective Date or acquire such applicable Commitment by assignment or by operation of §6.23 after the Restatement Effective Date, (D) any Australian Lender having a positive European Commitment, Canadian Revolving Loan Commitment, UK Revolving Loan Commitment or any Designated Subsidiary Commitments if such Australian Lender, or its Affiliate, did not have such positive European Commitment, Canadian Revolving Loan Commitment, UK Revolving Loan Commitment or applicable Designated Subsidiary Commitment on the Restatement Effective Date or acquire such applicable Commitments by assignment or by operation of §6.23 after the Restatement Effective Date, (E) any UK Lender having a positive European Commitment, Canadian Revolving Loan Commitment, Australian Revolving Loan Commitment or any Designated Subsidiary Commitment if such UK Lender, or its Affiliate, did not have such positive European Commitment, Canadian Revolving Loan Commitment, Australian Revolving Loan Commitment or applicable Designated Subsidiary Commitment on the Restatement Effective Date or acquire such applicable Commitments by assignment or by operation of §6.23 after the Restatement Effective Date or (F) any Designated Subsidiary Lender having a positive European Commitment, Canadian Revolving Loan Commitment, Australian Revolving Loan Commitment or UK Revolving Loan Commitment if such Designated Subsidiary Lender, or its Affiliate, did not have such positive European Commitment, Canadian Revolving Loan Commitment, Australian Revolving Loan Commitment or UK Revolving Loan Commitment on the Restatement Effective Date or acquire such applicable Commitments by assignment or by operation of §6.23 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 any other Lenders to change (but will result in 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 such Lender’s U.S. Dollar the greater of (x) $125,000,000 and (y) the Total Domestic Revolver Exposure; (B) the Aggregate Canadian Revolving Credit Pro Rata Share 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; (D) the Aggregate Australian Revolving Loan Commitments be reduced to an amount less than the Total Australian Revolver Exposure; (E) the Aggregate UK Revolving Loan Commitments be reduced to an amount less than the Total UK Revolver Exposure; or Multicurrency Revolving Credit Pro Rata Share (calculated immediately following F) any Aggregate Designated Subsidiary Commitments be reduced to an amount less than the effectiveness applicable Total Designated Subsidiary Exposure. (vii) No reallocation shall increase the Designated Subsidiary Commitments to an amount that would exceed the amount permitted by §6.23(a)(iii). (viii) GWI shall obtain the written consent of the Current Reallocation) each Lender which is proposed and will hold Designated Subsidiary Commitments, which consent of all Advances then outstanding each Lender shall not be unreasonably withheld (it being understood 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, a Lender shall be deemed to have purchased an assignment acted reasonably in withholding its consent if (A) it is unlawful for such Lender to make Loans under this Agreement to the “Designated Subsidiary,” (B) such Lender cannot or has not determined that it is lawful to do so, (C) the making of a pro rata portion Loan to “Designated Subsidiary” might subject such Lender to adverse tax consequences, (D) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the Advances then outstanding Designated Subsidiary and owed it does not wish to do so or (E) that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located). (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, distribute to each Lender that is not a Purchasing Lender (collectivelyan updated Schedule II hereto, reflecting the “Selling Lenders”), changes 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 respective Applicable Commitments 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 OfficeLenders. (b) On the Amendment Effective Date a reallocation of the Letter of Credit Commitments shall be effected by reallocating $19,230,769 from the U.S. Dollar Letter of Credit Commitment to the Multicurrency Letter of Credit Commitment, consistent with Annex A attached hereto.

Reallocation of Commitments. 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. (b) On the Amendment Effective Date a reallocation of the Letter of Credit Commitments shall be effected by reallocating $19,230,769 from the U.S. Dollar Letter of Credit Commitment to the Multicurrency Letter of Credit Commitment, consistent with Annex A attached hereto.

Reallocation of Commitments. (a) On Borrower Agent may request that Lenders change the Amendment Effective Datethen current allocation of their respective Revolver Commitments in order to effect an increase or decrease of such respective US Revolver Commitments and corresponding decrease or increase of such respective UK Revolver Commitments, with any such increase or decrease in their US Revolver Commitments to be accompanied by a concurrent and equal decrease or increase, as applicable, in the UK Revolver Commitments (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 each, an “Current Commitment 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. (b) On Any such Commitment Reallocation shall be subject to the Amendment Effective Date following conditions: (i) Borrowers shall have provided to Agent a reallocation 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 Letter subsequent Fiscal Quarter) of Credit such Commitment Reallocation (the “Reallocation Date”) setting forth the proposed Reallocation Date and the amounts of the proposed applicable Revolver Commitments reallocation to be effected, (ii) any such Commitment Reallocation shall be effected by reallocating increase or decrease the applicable Revolver Commitments in increments of $19,230,769 from the U.S. Dollar Letter of Credit Commitment 1,000,000, (iii) after giving effect to the Multicurrency Letter Commitment Reallocation, each Lender shall hold the same Pro Rata Share of Credit Commitmentall of the applicable Revolver Commitments to the Borrowers, consistent (iv) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Commitment Reallocation), (v) any increase or decrease in the applicable Revolver Commitment of a Lender in its respective US Revolver Commitment shall result in a concurrent decrease or increase in in its respective UK Revolver Commitment such that the sum of all the Revolver Commitments of such Lender after giving effect to such Commitment Reallocation shall equal the aggregate amount of the Revolver Commitments of such Lender in effect immediately prior to such Commitment Reallocation, (vi) after giving effect to such Commitment Reallocation, no US Overadvance or UK Overadvance, as applicable, would exist or would result therefrom, (vii) at least three (3) Business Days prior to the proposed Commitment Reallocation Date, a Senior Officer of Borrower Agent shall have delivered to Agent a certificate certifying as to compliance with Annex A attached heretopreceding clauses (i) through (vi) and demonstrating (in reasonable detail) the calculations required in connection therewith, and (vii) Agent consents to such Commitment Reallocation in its Permitted Discretion. Agent shall promptly notify such applicable 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 the applicable 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) Intra-Jurisdiction Reallocations may be made in each Fiscal Year of Borrowers.

Reallocation of Commitments. (a) On Any Lender may agree with the Amendment Effective DateBorrower to reallocate its existing Primary Commitment or Norwegian Commitment, so long as the sum of such Primary Commitment and Norwegian Commitment remains unchanged. In addition, with the prior written consent of all of the Multiple Lenders, any Primary Lender may agree with the Borrower to convert a portion of its Primary Commitment into a Norwegian Commitment, thereby becoming a Multiple Lender, and any Norwegian Lender may agree with the Borrower to convert a portion of its Norwegian Commitment into a Primary Commitment, thereby becoming a Multiple Lender, in each case so long as (i) each Lender continues to be a reallocation Primary Lender with a Primary Commitment of Revolving Credit Commitments shall be effected by reallocating at least $125,000,000.00 of Commitments from the U.S. Dollar Revolving Credit Facility to the Multicurrency Revolving Credit Facility (the “Current Reallocation”)1,000,000, (ii) the Current Reallocation shall result in each Lender holding sum of such Lender’s Primary Commitment and Norwegian Commitment remains equal to the respective aggregate amount of such Lender’s Primary Commitment or Commitments designated for and Norwegian Commitment, as the case may be, prior to such Lender on Annex A attached hereto, reallocation and (iii) the aggregate amount of all Norwegian Commitments, after giving effect to any reallocation, shall not exceed $100,000,000. The Borrower shall give written notice to the extent Advances then outstanding and owed Administrative Agents of any reallocation pursuant to any U.S. Dollar Revolving Lender or any Multicurrency Revolving Lender immediately this provision at least ten (10) Business Days prior to the effectiveness effective date of any such reallocation. No applicable Lender affected by such reallocation shall be required to agree to any such reallocation, but may do so at its option, in its sole discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective: (i) no Default or Event of Default shall have occurred and be continuing; (ii) if, as a result of any such reallocation, the aggregate Primary Outstandings would exceed the aggregate of Primary Commitments, then the Borrower shall, on the effective date of such reallocation, repay or prepay Primary Advances and Swingline Advances, deposit cash in the applicable Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the 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 Issuing Lender and received issued by each Selling a bank or other financial institution acceptable to such Issuing Lender in connection with and the assignments effected hereunder on the Amendment Effective Date. Each Purchasing Lender shall make the amount of its required payment available to the US Administrative Agent, in same day fundsan aggregate principal amount, at such that, after giving effect thereto, the office aggregate Primary Outstandings shall not exceed the aggregate of all of the Administrative Agent not later than 12:00 P.M. Primary Commitments; (New York timeiii) if, as a result of any such reallocation, the aggregate Norwegian Outstandings would exceed the aggregate of Norwegian Commitments, then the Borrower shall, on the Amendment Effective Date. The effective date of such reallocation, repay or prepay Norwegian Advances, deposit cash in the applicable Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the Norwegian Issuing Lender and issued by a bank or other financial institution acceptable to the Norwegian Issuing Lender and the Norwegian Administrative Agent Agent, in an aggregate principal amount, such that, after giving effect thereto, the aggregate Norwegian Outstandings shall distribute not exceed the aggregate of all of the Norwegian Commitments; (iv) Borrowers shall have paid any amounts (or deposited cash in the applicable Cash Collateral Account, or caused to be issued an irrevocable standby letter of credit in favor of the applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender and the applicable Administrative Agent) due under Section 2.17 hereof on the Amendment Effective Date the proceeds date of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office.reallocation; and (bv) On Participations by the Amendment Effective Date a reallocation Lenders in the outstanding Letters of Credit and the Letter of Credit Commitments Obligations and the outstanding Advances of the Lenders shall be effected by reallocating $19,230,769 from the U.S. Dollar Letter of Credit Commitment adjusted to the Multicurrency Letter of Credit Commitment, consistent with Annex A attached heretogive effect to such reallocation.

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) On the Amendment Effective DateAggregate New Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment and/or the Aggregate Revolving Loan Commitment, (b) the Aggregate Used Vehicle Floorplan Commitment to the Aggregate New Vehicle Floorplan Commitment and/or the Aggregate Revolving Loan Commitment or (c) the Aggregate Revolving Loan Commitment to the Aggregate New Vehicle Floorplan Commitment and/or the Aggregate Used Vehicle Floorplan Commitment (each a “Reallocation”); 6.17.2 Borrowers may request a Reallocation no more frequently than once in any calendar month. If Borrowers wish to request a Reallocation, the Company shall give the Agent irrevocable written notice thereof substantially in the form attached hereto as Exhibit R, or in such other form as is acceptable to Agent (a “Reallocation Request”) no later than 11:00 a.m. (Pacific Time) at least two Business Days prior to the requested effective date of the Reallocation. If Borrowers wish to increase the Aggregate Used Vehicle Floorplan Commitment or the Aggregate Revolving Loan Commitment to an amount which exceeds the Used Vehicle Borrowing Base or Revolving Loan Borrowing Base, as shown on the most recently provided Used Vehicle Borrowing Base Certificate or Revolving Loan Borrowing Base Certificate, as applicable, the Company shall deliver to Agent a Used Vehicle Borrowing Base Certificate or Revolving Loan Borrowing Base Certificate, as applicable, prepared as of the date of the request for Reallocation, establishing that the amount of the Reallocation request complies with the requirements of Section 6.17.3. 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 the PR Accounts); (c) the Aggregate Used Vehicle Floorplan Commitment shall not be (i) a reallocation of Revolving Credit Commitments shall be effected by reallocating more than $125,000,000.00 of Commitments from the U.S. Dollar Revolving Credit Facility to the Multicurrency Revolving Credit Facility (the “Current Reallocation”), 200,000,000.00 or (ii) less than the Current then outstanding principal balance of the Used Vehicle Floorplan Loans and the Used Vehicle Swing Line Loans; and (d) the Aggregate Revolving Loan Commitment shall not be (i) more than $200,000,000.00 or (ii) less than the then outstanding principal balance of the Revolving Loans and Revolving Swing Line Loans plus the LC Obligations and any Reserve Amount. 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 and/or Aggregate Revolving Loan Commitment, so that after giving effect to any Reallocation, there is no change in the Pro Rata Shares of the Lenders. 6.17.5 In connection with a Reallocation (a) the New Vehicle Swing Line Commitment, Used Vehicle Swing Line Commitment, Revolving Swing Line Commitment and LC Commitment shall result in each Lender holding the respective Commitment or Commitments designated for such Lender on Annex A attached heretonot be increased, (iiib) 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 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 AgentUsed Vehicle Swing Line Commitment, in same day funds, at and (d) 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. (b) On the Amendment Effective Date a reallocation of Revolving Swing Line Commitment and the Letter of Credit Commitments Commitment shall not be effected by reallocating $19,230,769 from reduced unless the U.S. Dollar Letter Aggregate Revolving Loan Commitment is reduced to less than the amount of Credit the Revolving Swing Line Commitment to the Multicurrency and Letter of Credit Commitment. 6.17.6 Following any Reallocation, consistent with Annex A attached heretothe Aggregate New Vehicle Floorplan Commitment, Aggregate Used Vehicle Floorplan Commitment and Aggregate Revolving Loan Commitment and the Pro Rata Shares and New Vehicle Floorplan Commitment, Used Vehicle Floorplan Commitment and Revolving Loan 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 any failure by the Agent to record such information shall not affect or limit the obligations of the Borrowers hereunder.

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 shall distribute on the Amendment Effective Date the proceeds , all LIBOR Loans outstanding in favor of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. (b) On the Amendment Effective Date a reallocation of the Letter of Credit Commitments Societe Generale shall be effected by reallocating $19,230,769 from converted into new LIBOR Loans allocated among Societe Generale, BNP Paribas and JPMorgan Chase Bank, N.A. in accordance with the U.S. Dollar Letter of Credit Commitment Applicable Percentages set forth on Annex I and the Borrower shall pay to the Multicurrency Letter of Credit CommitmentSociete Generale such amounts, consistent with Annex A attached heretoif any, as are due under Section 5.02.