Common use of Reallocation; Effect of Amendment and Restatement Clause in Contracts

Reallocation; Effect of Amendment and Restatement. (a) Prior to the Closing Date, certain loans were previously made by the Existing Lenders under the Existing Credit Agreement to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Closing Date, but subject to the satisfaction or waiver of the conditions precedent set forth in Section 4.01 and 4.02 hereof and the reallocation and other transactions described in this Section 1.07: (i)(A) all outstanding “Revolving Credit Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Revolving Credit Loans outstanding hereunder, (B) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Term Loans outstanding hereunder, (C) all outstanding “Floor Plan Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Floor Plan Loans outstanding hereunder, and (D) all outstanding “Mortgage Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Mortgage Loans outstanding hereunder, and (ii)(A) the commitments under the “Revolving Credit Commitment” (as defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Revolving Credit Commitment Percentages (determined in accordance with the aggregate amount of their respective Revolving Credit Commitments as set forth opposite such Lender’s name on Schedule 1.01 attached hereto), (B) the Existing Loans that are “Term Loans” (as such term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Term Loan Commitment Percentages (determined in accordance with the aggregate amount of their respective Term Loan Commitments as set forth opposite such Lender’s name on Schedule 1.01 attached hereto) (C) the Existing Loans that are “Floor Plan Loans” (as such term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Floor Plan Loan Commitment Percentages (determined in accordance with the aggregate amount of their respective Floor Plan Loan Commitments as set forth opposite such Lender’s name on Schedule 1.01 attached hereto), and (D) the Existing Loans that are “Mortgage Loans” (as such term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Mortgage Loan Commitment Percentages (determined in accordance with the aggregate amount of their respective Mortgage Plan Loan Commitments as set forth opposite such Lender’s name in such definition), and in order to effect such reallocations, all requisite assignments shall be deemed to be made in amounts from each Existing Lender to each Lender, as appropriate, with the same force and effect as if such assignments were evidenced by the applicable Assignment And Assumption (as defined in the Existing Credit Agreement) under the Existing 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 such requirements are hereby waived).

Reallocation; Effect of Amendment and Restatement. (a) Prior to the Closing Date, certain loans were previously made by the Existing Lenders under the Existing Credit Agreement to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Closing Date, but subject to the satisfaction or waiver of the conditions precedent set forth in Section 4.01 and 4.02 hereof and the reallocation and other transactions described in this Section 1.07: (i)(A) all outstanding “Revolving Credit Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Revolving Credit Loans outstanding hereunder, hereunder and (B) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Term Loans outstanding hereunder, (C) all outstanding “Floor Plan Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Floor Plan Loans outstanding hereunder, and (D) all outstanding “Mortgage Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Mortgage Loans outstanding hereunder, and (ii)(A) the commitments under the “Revolving Credit Commitment” (as defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Revolving Credit Commitment Percentages (determined in accordance with the aggregate amount of their respective Revolving Credit Commitments as set forth opposite such Lender’s name on Schedule 1.01 attached hereto), ) and (B) the Existing Loans that are “Term Loans” (as such term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Term Loan Commitment Percentages (determined in accordance with the aggregate amount of their respective Term Loan Commitments as set forth opposite such Lender’s name on Schedule 1.01 attached hereto) (C) the Existing Loans that are “Floor Plan Loans” (as such term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Floor Plan Loan Commitment Percentages (determined in accordance with the aggregate amount of their respective Floor Plan Loan Commitments as set forth opposite such LenderXxxxxx’s name on Schedule 1.01 attached hereto), and (D) the Existing Loans that are “Mortgage Loans” (as such term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Mortgage Loan Commitment Percentages (determined in accordance with the aggregate amount of their respective Mortgage Plan Loan Commitments as set forth opposite such Lender’s name in such definition), and in order to effect such reallocations, all requisite assignments shall be deemed to be made in amounts from each Existing Lender to each Lender, as appropriate, with the same force and effect as if such assignments were evidenced by the applicable Assignment And Assumption (as defined in the Existing Credit Agreement) under the Existing 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 such requirements are hereby waived).

Reallocation; Effect of Amendment and Restatement. (a) Prior to the Closing Date, certain loans were previously made by the Existing Lenders under the Existing Credit Agreement to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Closing Date, but subject to the satisfaction or waiver of the conditions precedent set forth in Section 4.01 and 4.02 hereof and the reallocation and other transactions described in this Section 1.07: (i)(A) all outstanding “Revolving Credit Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Revolving Credit Loans outstanding hereunder, hereunder and (B) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Term Loans outstanding hereunder, (C) all outstanding “Floor Plan Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Floor Plan Loans outstanding hereunder, and (D) all outstanding “Mortgage Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Mortgage Loans outstanding hereunder, and (ii)(A) the commitments under the “Revolving Credit Commitment” (as defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Revolving Credit Commitment Percentages (determined in accordance with the aggregate amount of their respective Revolving Credit Commitments as set forth opposite such Lender’s name on Schedule 1.01 attached hereto), ) and (B) the Existing Loans that are “Term Loans” (as such term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Term Loan Commitment Percentages (determined in accordance with the aggregate amount of their respective Term Loan Commitments as set forth opposite such Lender’s name on Schedule 1.01 attached hereto) (C) the Existing Loans that are “Floor Plan Loans” (as such term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Floor Plan Loan Commitment Percentages (determined in accordance with the aggregate amount of their respective Floor Plan Loan Commitments as set forth opposite such Lender’s name on Schedule 1.01 attached hereto), and (D) the Existing Loans that are “Mortgage Loans” (as such term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Mortgage Loan Commitment Percentages (determined in accordance with the aggregate amount of their respective Mortgage Plan Loan Commitments as set forth opposite such Lender’s name in such definition), and in order to effect such reallocations, all requisite assignments shall be deemed to be made in amounts from each Existing Lender to each Lender, as appropriate, with the same force and effect as if such assignments were evidenced by the applicable Assignment And Assumption (as defined in the Existing Credit Agreement) under the Existing 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 such requirements are hereby waived).

Reallocation; Effect of Amendment and Restatement. (a) Prior to the Closing Date, certain loans were previously made by the Existing Lenders under the Existing Credit Agreement to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Closing Date, but subject to the satisfaction or waiver of the conditions precedent set forth in Section 4.01 and 4.02 hereof and the reallocation and other transactions described in this Section 1.07: (i)(A) all outstanding “Revolving Credit Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Revolving Credit Loans outstanding hereunder, hereunder and (B) all outstanding “Term Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Term Loans outstanding hereunder, (C) all outstanding “Floor Plan Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Floor Plan Loans outstanding hereunder, and (D) all outstanding “Mortgage Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Mortgage Loans outstanding hereunder, and (ii)(A) the commitments under the “Revolving Credit Commitment” (as defined in the Existing Credit Agreement) of each of the applicable Existing LEGAL02/44139400v8 Lenders shall be reallocated among the Lenders in accordance with their respective Revolving Credit Commitment Percentages (determined in accordance with the aggregate amount of their respective Revolving Credit Commitments as set forth opposite such Lender’s name on Schedule 1.01 attached hereto), ) and (B) the Existing Loans that are “Term Loans” (as such term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Term Loan Commitment Percentages (determined in accordance with the aggregate amount of their respective Term Loan Commitments as set forth opposite such Lender’s name on Schedule 1.01 attached hereto) (C) the Existing Loans that are “Floor Plan Loans” (as such term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Floor Plan Loan Commitment Percentages (determined in accordance with the aggregate amount of their respective Floor Plan Loan Commitments as set forth opposite such Lender’s name on Schedule 1.01 attached hereto), and (D) the Existing Loans that are “Mortgage Loans” (as such term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Mortgage Loan Commitment Percentages (determined in accordance with the aggregate amount of their respective Mortgage Plan Loan Commitments as set forth opposite such Lender’s name in such definition), and in order to effect such reallocations, all requisite assignments shall be deemed to be made in amounts from each Existing Lender to each Lender, as appropriate, with the same force and effect as if such assignments were evidenced by the applicable Assignment And Assumption (as defined in the Existing Credit Agreement) under the Existing 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 such requirements are hereby waived).