Common use of Assignments and Allocations Clause in Contracts

Assignments and Allocations. (a) Simultaneously with the Fourth Amendment Effective Date, the parties hereto agree that the Commitments of each of the Banks shall be as set forth on Schedule VIII to the Credit Agreement and the outstanding amount of the Advances outstanding as of the Fourth Amendment Effective Date shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts among the Banks and from each Bank to each other Bank (including from Banks who increase or reduce their Commitments in connection with this Amendment), with the same force and effect as if such assignments were evidenced by applicable Assignments (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee; provided that the Existing Banks party hereto hereby waive any notice requirements pursuant to Section 2.06 of the Existing Credit Agreement in connection with any prepayment that may occur or may be deemed to occur thereunder in connection with this Section 7. (b) Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Amendment, no other documents or instruments, including any Assignment, shall be, or shall be required to be, executed in connection with the assignments set forth in Section 7(a) above (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment. On the Fourth Amendment Effective Date, the Existing Banks shall make full cash settlement with one another either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments allocable to each such Bank, such that after giving effect to such settlements the Commitment of each Bank shall be as set forth on Schedule VIII to the Credit Agreement. (c) Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Amendment, to the extent necessary to permit the implementation of this Amendment, the pro rata payment requirements under Section 2.16 of the Existing Credit Agreement are hereby waived. (d) As of the Fourth Amendment Effective Date, the parties hereto agree that all outstanding Advances under the Existing Credit Agreement are and shall constitute Advances under the Credit Agreement and shall be reallocated among the Banks in accordance with their Commitments as set forth on Schedule VIII to the Credit Agreement.

Assignments and Allocations. (a) Simultaneously with the Fourth Second Amendment Effective Date, the parties hereto hereby agree that the Commitments of each of the Banks shall be as set forth on Schedule VIII to the Credit Agreement and the outstanding amount of the Advances outstanding as of the Fourth Second Amendment Effective Date shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts among the Banks and from each Bank to each other Bank (including from Banks who increase or reduce their Commitments in connection with this Amendment), with the same force and effect as if such assignments were evidenced by applicable Assignments (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee; provided that the Existing Banks party hereto who are Consenting Banks hereby waive any notice requirements pursuant to Section 2.06 of the Existing Credit Agreement in connection with any prepayment that may occur or may be deemed to occur thereunder in connection with this Section 79. (b) Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Amendment, no other documents or instruments, including any Assignment, shall be, or shall be required to be, executed in connection with the assignments set forth in Section 7(a9(a) above (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment. On the Fourth Second Amendment Effective Date, the Existing Consenting Banks shall make full cash settlement with one another either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments allocable to each such Bank, such that after giving effect to such settlements the Commitment of each Bank shall be as set forth on Schedule VIII to the Credit Agreement. (c) Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Amendment, to the extent necessary to permit the implementation of this Amendment, the pro rata payment requirements under Section 2.16 of the Existing Credit Agreement are hereby waived. (d) As of the Fourth Amendment Effective Date, the parties hereto agree that all outstanding Advances under the Existing Credit Agreement are and shall constitute Advances under the Credit Agreement and shall be reallocated among the Banks in accordance with their Commitments as set forth on Schedule VIII to the Credit Agreement.

Assignments and Allocations. (a) Simultaneously with the Fourth Amendment Commitment Increase Effective Date, the parties hereto hereby agree that (i) the Commitments Revolving Commitment of each of the Banks Revolving Lenders under the Credit Agreement shall be as set forth on in Schedule VIII to the Credit Agreement and 2.01 (as amended hereby), the outstanding amount of the Advances outstanding Revolving Loans (as defined in and under the Credit Agreement, without giving effect to any Revolving Borrowings of Revolving Loans under the Fourth Amendment Credit Agreement on the Commitment Increase Effective Date Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Revolving Commitments and the requisite assignments shall be deemed to be made in such amounts among by and between the Banks Revolving Lenders and from each Bank Revolving Lender to each other Bank Revolving Lender (including from Banks to Revolving Lenders who increase or reduce their Revolving Commitments in connection with this Amendment), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, Agreement but without the payment of any related assignment fee; provided that the Existing Banks party hereto hereby waive any notice requirements pursuant , and no other documents or instruments shall be, or shall be required to Section 2.06 of the Existing Credit Agreement be, executed in connection with such assignments (all of which requirements are hereby waived), (ii) the New Vehicle Floorplan Commitment of each of the New Vehicle Floorplan Lenders under the Credit Agreement shall be as set forth in Schedule 2.01 (as amended hereby), the outstanding amount of the New Vehicle Floorplan Loans (as defined in and under the Credit Agreement, without giving effect to any prepayment that may occur New Vehicle Floorplan Borrowings of New Vehicle Floorplan Loans under the Credit Agreement on the Commitment Increase Effective Date, but after giving effect to any repayment or may reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such New Vehicle Floorplan Commitments and the requisite assignments shall be deemed to occur thereunder be made in such amounts by and between the New Vehicle Floorplan Lenders and from each New Vehicle Floorplan Lender to each other New Vehicle Floorplan Lender (including to New Vehicle Floorplan Lenders who increase their New Vehicle Floorplan Commitments in connection with this Section 7. Amendment), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (b) Notwithstanding anything to the contrary as defined in the Existing Credit Agreement) under the Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived), and (iii) the Used Vehicle Floorplan Commitment of each of the Used Vehicle Floorplan Lenders under the Credit Agreement shall be as set forth in Schedule 2.01 (as amended hereby), the outstanding amount of the Used Vehicle Floorplan Loans (as defined in and under the Credit Agreement, without giving effect to any Used Vehicle Floorplan Borrowings of Used Vehicle Floorplan Loans under the Credit Agreement on the Commitment Increase Effective Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Used Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Used Vehicle Floorplan Lenders and from each Used Vehicle Floorplan Lender to each other Used Vehicle Floorplan Lender (including to Used Vehicle Floorplan Lenders who increase their Used Vehicle Floorplan Commitments in connection with this Amendment), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Credit Agreement) under the Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, including any Assignment, shall be, or shall be required to be, executed in connection with the such assignments set forth in Section 7(a) above (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment. . (b) On the Fourth Amendment Commitment Increase Effective Date, the Existing Banks applicable Lenders shall make full cash settlement with one another either directly or another, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments allocable to each such BankCommitments, such that after giving effect to such settlements settlements, each Lender’s Applicable Percentage of the Commitment Aggregate Commitments equals (with customary rounding) its Applicable Percentage of each Bank shall be as set forth on Schedule VIII to the Credit AgreementOutstanding Amount of all Loans. (c) Notwithstanding anything The increase in Commitments pursuant to this Amendment is not an exercise of Section 2.22 of the contrary Credit Agreement; and notwithstanding Section 2.22 of the Credit Agreement, the increase in Commitments pursuant to this Amendment is not required to be allocated among the Facilities in approximately the same ratio as the Commitments existing between the Facilities as of the original Closing Date. However, nothing contained herein shall modify or alter such requirement of Section 2.22 of the Credit Agreement in the Existing event the Company requests a separate increase in Commitments pursuant to Section 2.22 of the Credit Agreement or in this Amendment, to at any time after the extent necessary to permit date hereof. For the implementation avoidance of this Amendmentdoubt, the pro rata payment requirements under Section 2.16 of increase in Commitments pursuant to this Amendment shall not occur unless the Existing Credit Agreement are hereby waivedCommitment Increase Effective Date has occurred. (d) As In the event of any assignment of a Commitment by a Lender, any increase in Commitments pursuant to Section 2.22 of the Fourth Credit Agreement, any reduction in Commitments pursuant to Section 2.14 of the Credit Agreement, any conversion of Aggregate Revolving Commitments to Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments pursuant to Section 2.14 of the Credit Agreement or any conversion of Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments to Aggregate Revolving Commitments pursuant to Section 2.14 of the Credit Agreement between the Third Amendment Effective Date and the Commitment Increase Effective Date, the parties hereto agree Company, each other Loan Party and each Consenting Lender agrees that all outstanding Advances under the Existing Credit Agreement are Administrative Agent shall modify Schedule 2.01 as appropriate to reflect any such assignments, increases, reductions or conversions, as applicable, and shall constitute Advances under the Credit Agreement Company, each other Loan Party and shall be reallocated among each Consenting Lender authorizes the Banks in accordance with their Commitments Administrative Agent to so modify Schedule 2.01 and attach Schedule 2.01 (as set forth on Schedule VIII so modified) to the Credit Agreementthis Amendment.

Assignments and Allocations. (a) Simultaneously with the Fourth Seventh Amendment Effective Date, the parties hereto hereby agree that the Commitments Revolving Credit Commitment of each of the Banks Lenders under the Credit Agreement shall be as set forth on in Schedule VIII to the Credit Agreement and 2.01 (as amended hereby), the outstanding amount of the Advances outstanding Loans (as defined in and under the Credit Agreement, without giving effect to any Borrowings of Loans under the Fourth Credit Agreement on the Seventh Amendment Effective Date Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts among by and between the Banks Lenders and from each Bank Lender to each other Bank Lender (including from Banks to Lenders who increase or reduce their Commitments in connection with this Amendment), with the same force and effect as if such assignments were evidenced by applicable Assignments Assignment and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, Agreement but without the payment of any related assignment fee; provided that the Existing Banks party hereto hereby waive any notice requirements pursuant to Section 2.06 of the Existing Credit Agreement in connection with any prepayment that may occur or may be deemed to occur thereunder in connection with this Section 7. (b) Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Amendment, and no other documents or instruments, including any Assignment, instruments shall be, or shall be required to be, executed in connection with the such assignments set forth in Section 7(a) above (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment. . (b) On the Fourth Seventh Amendment Effective Date, the Existing Banks Lenders shall make full cash settlement with one another either directly or another, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments allocable to each such BankRevolving Credit Commitments, such that after giving effect to such settlements settlements, each Lender’s Pro Rata Share of the Commitment Revolving Credit Commitments equals (with customary rounding) its Pro Rata Share of each Bank shall be as set forth on Schedule VIII to the Credit Agreementoutstanding amount of all Loans. (c) Notwithstanding anything to Each of the contrary parties hereto hereby acknowledges and agrees that, in connection with the Existing Credit Agreement or in this Amendment, to the extent necessary to permit the implementation closing of this Amendment, Amendment and simultaneously with the pro rata payment requirements under Section 2.16 of the Existing Credit Agreement are hereby waived. (d) As of the Fourth Seventh Amendment Effective Date, the parties hereto agree that all outstanding Advances under the Existing Credit Agreement are and shall constitute Advances under the Credit Agreement and shall be reallocated among the Banks in accordance with their Commitments as set forth on Schedule VIII to the Credit Agreement.the

Assignments and Allocations. (a) Simultaneously with the Fourth Amendment Commitment Increase Effective Date, the parties hereto hereby agree that (i) the Commitments Revolving Commitment of each of the Banks Revolving Lenders under the Credit Agreement shall be as set forth on in Schedule VIII to the Credit Agreement and 2.01 (as amended hereby), the outstanding amount of the Advances outstanding Revolving Loans (as defined in and under the Credit Agreement, without giving effect to any Revolving Borrowings of Revolving Loans under the Fourth Amendment Credit Agreement on the Commitment Increase Effective Date Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Revolving Commitments and the requisite assignments shall be deemed to be made in such amounts among by and between the Banks Revolving Lenders and from each Bank Revolving Lender to each other Bank Revolving Lender (including from Banks to Revolving Lenders who increase or reduce their Revolving Commitments in connection with this Amendment), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, Agreement but without the payment of any related assignment fee; provided that the Existing Banks party hereto hereby waive any notice requirements pursuant , and no other documents or instruments shall be, or shall be required to Section 2.06 of the Existing Credit Agreement be, executed in connection with such assignments (all of which requirements are hereby waived), (ii) the New Vehicle Floorplan Commitment of each of the New Vehicle Floorplan Lenders under the Credit Agreement shall be as set forth in Schedule 2.01 (as amended hereby), the outstanding amount of the New Vehicle Floorplan Loans (as defined in and under the Credit Agreement, without giving effect to any prepayment that may occur New Vehicle Floorplan Borrowings of New Vehicle Floorplan Loans under the Credit Agreement on the Commitment Increase Effective Date, but after giving effect to any repayment or may reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such New Vehicle Floorplan Commitments and the requisite assignments shall be deemed to occur thereunder be made in such amounts by and between the New Vehicle Floorplan Lenders and from each New Vehicle Floorplan Lender to each other New Vehicle Floorplan Lender (including to New Vehicle Floorplan Lenders who increase their New Vehicle Floorplan Commitments in connection with this Section 7. Amendment), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (b) Notwithstanding anything to the contrary as defined in the Existing Credit Agreement) under the Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived), and (iii) the Used Vehicle Floorplan Commitment of each of the Used Vehicle Floorplan Lenders under the Credit Agreement shall be as set forth in Schedule 2.01 (as amended hereby), the outstanding amount of the Used Vehicle Floorplan Loans (as defined in and under the Credit Agreement, without giving effect to any Used Vehicle Floorplan Borrowings of Used Vehicle Floorplan Loans under the Credit Agreement on the Commitment Increase Effective Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Used Vehicle Floorplan Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Used Vehicle Floorplan Lenders and from each Used Vehicle Floorplan Lender to each other Used Vehicle Floorplan Lender (including to Used Vehicle Floorplan Lenders who increase their Used Vehicle Floorplan Commitments in connection with this Amendment), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Credit Agreement) under the Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments, including any Assignment, shall be, or shall be required to be, executed in connection with the such assignments set forth in Section 7(a) above (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment. . (b) On the Fourth Amendment Commitment Increase Effective Date, the Existing Banks applicable Lenders shall make full cash settlement with one another either directly or another, in each case through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments allocable to each such BankCommitments, such that after giving effect to such settlements settlements, each Lender’s Applicable Percentage of the Commitment Aggregate Commitments equals (with customary rounding) its Applicable Percentage of each Bank shall be as set forth on Schedule VIII to the Credit AgreementOutstanding Amount of all Loans. (c) Notwithstanding anything The increase in Commitments pursuant to this Amendment is not an exercise of Section 2.22 of the contrary Credit Agreement; and notwithstanding Section 2.22 of the Credit Agreement, the increase in Commitments pursuant to this Amendment is not required to be allocated among the Facilities in approximately the same ratio as the Commitments existing between the Facilities as of the original Closing Date. However, nothing contained herein shall modify or alter such requirement of Section 2.22 of the Credit Agreement in the Existing event the Company requests a separate increase in Commitments pursuant to Section 2.22 of the Credit Agreement or in this Amendment, to at any time after the extent necessary to permit date hereof. For the implementation avoidance of this Amendmentdoubt, the pro rata payment requirements under Section 2.16 of increase in Commitments pursuant to this Amendment shall not occur unless the Existing Credit Agreement are hereby waivedCommitment Increase Effective Date has occurred. (d) As In the event of any assignment of a Commitment by a Lender, any increase in Commitments pursuant to Section 2.22 of the Fourth Credit Agreement, any reduction in Commitments pursuant to Section 2.14 of the Credit Agreement, any conversion of Aggregate Revolving Commitments to Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments pursuant to Section 2.14 of the Credit Agreement or any conversion of Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments to Aggregate Revolving Commitments pursuant to Section 2.14 of the Credit Agreement between the First Amendment Effective Date and the Commitment Increase Effective Date, the parties hereto agree Company, each other Loan Party and each Consenting Lender agrees that all outstanding Advances under the Existing Credit Agreement are Administrative Agent shall modify Schedule 2.01 as appropriate to reflect any such assignments, increases, reductions or conversions, as applicable, and shall constitute Advances under the Credit Agreement Company, each other Loan Party and shall be reallocated among each Consenting Lender authorizes the Banks in accordance with their Commitments Administrative Agent to so modify Schedule 2.01 and attach Schedule 2.01 (as set forth on Schedule VIII so modified) to the Credit Agreementthis Amendment.