Common use of Reallocation of Commitments Clause in Contracts

Reallocation of Commitments. 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) the Aggregate New Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (b) the Aggregate Used Vehicle Floorplan Commitment to the Aggregate New Vehicle Floorplan Commitment, the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (c) the Aggregate Revolving Loan Commitment to the Aggregate New Vehicle Floorplan Commitment, the Aggregate Used Vehicle Floorplan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (d) the Aggregate Service Loaner Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, the Aggregate New Vehicle Floorplan Commitment and/or the Aggregate Revolving Loan Commitment, (e) the Revolving Swing Line Commitment to the Used Vehicle Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment, (f) the Used Vehicle Swing Line Commitment to the Revolving Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment or (g) the Service Loaner Vehicle Floorplan Swing Line Commitment to the Used 105 13483422v8

Reallocation of Commitments. Subject The Lenders have agreed to reallocate their respective Commitments as of the Pine Mountain Acquisition Date and to facilitate such reallocation each Lender that is reducing its Commitment Percentage (each a “Reducing Lender”) shall be deemed to have assigned a portion of its Commitment and its Loans to each Lender that is increasing its Commitment Percentage (each an “Increasing Lender”) to the provisions extent necessary to cause each Lender to have the Commitment Percentages set forth on Annex A attached hereto as of this Section 6.17 the Pine Mountain Acquisition Date. After giving effect to such reallocation of the Commitments and so long the Loans, on the Pine Mountain Acquisition Date each Lender shall have the Commitment Percentage set forth on Annex A attached hereto. With respect to such reallocation, each Increasing Lender shall be deemed to have acquired the increase in the Commitments and Loans allocated to them from the Reducing Lenders pursuant to the terms of the Assignment and Acceptance Agreement attached as no Event Exhibit “E” to the Credit Agreement as if each Increasing Lender and Reducing Lender had executed an Assignment and Acceptance Agreement with respect to such change in its allocation. Each Increasing Lender and each Reducing Lender shall surrender its existing Note and each such Lender shall be issued a new Note in a face amount equal to such Lender’s Commitment Percentage times $600,000,000. Each Note shall be in the form of Default has occurred Exhibit “B” to the Credit Agreement with appropriate insertions. On the Pine Mountain Acquisition Date each Increasing Lender shall deliver to the Agent the funds necessary to acquire such Increasing Lender’s additional interest in the Commitments and is continuing or will exist the Loans such that after giving effect thereto, Borrowers may from time to time request a reallocation such allocation and delivery of all or part of any unused funds each Lender’s Commitment Percentage shall be as set forth on Annex A attached hereto and each Lender’s portion of (a) the Aggregate New Vehicle Floorplan then outstanding Loans and its participation in each then outstanding Letter of Credit shall be consistent with such Commitment to the Aggregate Used Vehicle Floorplan Commitment, the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (b) the Aggregate Used Vehicle Floorplan Commitment to the Aggregate New Vehicle Floorplan Commitment, the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (c) the Aggregate Revolving Loan Commitment to the Aggregate New Vehicle Floorplan Commitment, the Aggregate Used Vehicle Floorplan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (d) the Aggregate Service Loaner Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, the Aggregate New Vehicle Floorplan Commitment and/or the Aggregate Revolving Loan Commitment, (e) the Revolving Swing Line Commitment to the Used Vehicle Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment, (f) the Used Vehicle Swing Line Commitment to the Revolving Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment or (g) the Service Loaner Vehicle Floorplan Swing Line Commitment to the Used 105 13483422v8Percentage.

Reallocation of Commitments. 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) the Aggregate New Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (b) the Aggregate Used Vehicle Floorplan Commitment to the Aggregate New Vehicle Floorplan Commitment, the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (c) the Aggregate Revolving Loan Commitment to the Aggregate New Vehicle Floorplan Commitment, the Aggregate Used 104 115525625.4 0063724-00082 Vehicle Floorplan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (d) the Aggregate Service Loaner Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, the Aggregate New Vehicle Floorplan Commitment and/or the Aggregate Revolving Loan Commitment, (e) the Revolving Swing Line Commitment to the Used Vehicle Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment, (f) the Used Vehicle Swing Line Commitment to the Revolving Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment or (g) the Service Loaner Vehicle Floorplan Swing Line Commitment to the Used 105 13483422v8Vehicle Swing Line Commitment and/or the Revolving Swing Line Commitment (each a “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) the Aggregate New Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, Commitment and/or the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (b) the Aggregate Used Vehicle Floorplan Commitment to the Aggregate New Vehicle Floorplan Commitment, Commitment and/or the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, or (c) the Aggregate Revolving Loan Commitment to the Aggregate New Vehicle Floorplan Commitment, Commitment and/or the Aggregate Used Vehicle Floorplan Commitment and/or (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 Aggregate Service Loaner Vehicle Floorplan CommitmentCompany shall give the Agent irrevocable written notice thereof substantially in the form attached hereto as Exhibit O, or in such other form as is acceptable to Agent (da “Reallocation Request”) no later than 11:00 a.m. (Pacific Time) at least two Business Days prior to the Aggregate Service Loaner Vehicle Floorplan Commitment requested effective date of the Reallocation. If Borrowers wish to increase the Aggregate Used Vehicle Floorplan CommitmentCommitment 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) more than $250,000,000.00 or (ii) less than the 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 $300,000,000.00 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 the 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 (ea) the New Vehicle Swing Line Commitment, Used Vehicle Swing Line Commitment, Revolving Swing Line Commitment to and LC Commitment shall not be increased, (b) the Used New Vehicle Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitmentshall not be reduced, (fc) the Used Vehicle Swing Line Commitment shall not be reduced unless the Aggregate Used Vehicle Floorplan Commitment is reduced to less than the amount of the Used Vehicle Swing Line Commitment, and (d) the Revolving Swing Line Commitment and/or and the Service Loaner Vehicle Floorplan Letter of Credit Commitment shall not be reduced unless the Aggregate Revolving Loan Commitment is reduced to less than the amount of the Revolving Swing Line Commitment or (g) and Letter of Credit Commitment. 6.17.6 Following any Reallocation, the Service Loaner Aggregate New Vehicle Floorplan Swing Line 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 Used 105 13483422v8obligations of the Borrowers hereunder.