Common use of Certain Provisions Regarding Increase of Aggregate Commitments Clause in Contracts

Certain Provisions Regarding Increase of Aggregate Commitments. If any Additional Revolving Credit Commitments and/or Incremental Term Loans are added in accordance with this Section 2.15, the Administrative Agent and the Administrative Borrower, on behalf of the Borrowers, will determine the effective date (the “Additional Commitments Effective Date”) of such addition and the amount of, and the Persons who will provide, such Additional Revolving Credit Commitments and/or Incremental Term Loans; provided that no Person who is not at the time a Lender will be selected to provide Additional Revolving Credit Commitments and/or Incremental Term Loans until each existing Lender has been provided with a reasonable opportunity to provide all or a portion of such Additional Revolving Credit Commitments and/or Incremental Term Loans in an amount not less than its Percentage Share thereof and has either accepted, declined or failed to respond to such opportunity to provide such percentage share of such Additional Revolving Credit Commitments and/or Incremental Term Loans; provided, further, that no existing Lender will have any obligation to provide all or any portion of such Additional Revolving Credit Commitments and/or Incremental Term Loans. The Administrative Agent will promptly notify the Administrative Borrower, on behalf of the Borrowers, and Lending Parties of the final amount of such Additional Revolving Credit Commitments and/or Incremental Term Loans and the Additional Commitments Effective Date, as well as in the case of each notice to any Lender, the respective interests in such Lender’s Revolving Credit Loans and/or Incremental Term Loans, as applicable, in each case subject to the assignments contemplated by this Section 2.15. As conditions precedent to each such Additional Revolving Credit Commitments and/or Incremental Term Loans: (i) the representations and warranties contained in Article V and the other Loan Documents (including all documents required pursuant to Section 2.15(c)) will be true and correct on and as of the Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they will have been true and correct as of such earlier date, and except that, for purposes of this Section 2.15(b), the representations and warranties contained in Section 5.10 will be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and Section 6.01(b), respectively; (ii) no Default or Event of Default will exist immediately before or immediately after giving effect to such addition; (iii) the Borrowers will be in compliance with the financial covenants set forth in Section 7.14 after giving pro forma effect to the making of Additional Revolving Credit Commitments and/or Incremental Term Loans and the Loans made in connection therewith; (iv) the Borrowers, Administrative Agent and Lending Parties (including any new Lending Parties being added in connection with such addition) will have entered into all documents required pursuant to Section 2.15(c), and the Borrowers will have complied with all of the conditions precedent to the effectiveness of such addition as provided in such documents (including any requirement to pay fees and expenses to any or all of Administrative Agent, the Arrangers and the Lending Parties, including any new Lending Parties); and (v) the Borrowers will have delivered to Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Administrative Borrower, on behalf of the Borrowers, certifying as to the truth, accuracy and correctness of the matters set forth in the immediately preceding clauses (i), (ii) and (iii). On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person who is providing an Additional Revolving Credit Commitment and/or Incremental Term Loan will become a “Lender” for all purposes of this Agreement and the other Loan Documents. Any Additional Revolving Credit Loan will be a “Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents. In furtherance of the foregoing, in connection with any Additional Revolving Credit Commitments, on any Additional Commitments Effective Date on which Additional Revolving Credit Commitments are made, subject to the satisfaction of the other terms and conditions contained in this Section 2.15, (1) each of the existing Lenders will assign to each Person providing an Additional Revolving Credit Commitment, and each such Person will purchase from each of the existing Lenders, in an amount equal to the Outstanding Amount thereof (together with accrued but unpaid interest thereon), such interests in the Revolving Credit Loans outstanding on such date as will be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Lenders and the Person making the Additional Revolving Credit Commitments ratably in accordance with their Percentage Shares after giving effect to the addition of such Additional Revolving Credit Commitments to the existing Revolving Credit Commitments; and (2) each Person making an Additional Revolving Credit Commitment will be deemed for all purposes to have made a Revolving Credit Commitment and each Additional Revolving Credit Loan will be deemed, for all purposes, a Revolving Credit Loan.

Certain Provisions Regarding Increase of Aggregate Commitments. If any Additional Revolving Credit Commitments and/or Incremental Term Loans are added in accordance with this Section 2.15, the Administrative Agent and the Administrative Borrower, on behalf of the Borrowers, will determine the effective date (the “Additional Commitments Effective Date”) of such addition and the amount of, and the Persons who will provide, such Additional Revolving Credit Commitments and/or Incremental Term LoansCommitments; provided that no Person who is not at the time a Lender will be selected to provide Additional Revolving Credit Commitments and/or Incremental Term Loans until each existing Lender has been provided with a reasonable opportunity to provide all or a portion of such Additional Revolving Credit Commitments and/or Incremental Term Loans in an amount not less than its Percentage Share thereof and has either accepted, declined or failed to respond to such opportunity to provide such percentage share of such Additional Revolving Credit Commitments and/or Incremental Term LoansCommitments; provided, further, that no existing Lender will have any obligation to provide all or any portion of such Additional Revolving Credit Commitments and/or Incremental Term LoansCommitments. The Administrative Agent will promptly notify the Administrative Borrower, on behalf of the Borrowers, and Lending Parties of the final amount of such Additional Revolving Credit Commitments and/or Incremental Term Loans addition and the Additional Commitments Effective Date, as well as in the case of each notice to any Lender, the respective interests in such Lender’s Revolving Credit Loans and/or Incremental Term Loans, as applicable, in each case subject to the assignments contemplated by this Section 2.15. As conditions precedent to each such Additional Revolving Credit Commitments and/or Incremental Term Loansaddition: (i) the representations and warranties contained in Article V and the other Loan Documents (including all documents required pursuant to Section 2.15(c)) will be true and correct on and as of the Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they will have been true and correct as of such earlier date, and except that, for purposes of this Section 2.15(b), the representations and warranties contained in Section 5.10 will be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and Section 6.01(b), respectively; (ii) no Default or Event of Default will exist immediately before or immediately after giving effect to such addition; (iii) the Borrowers will be in compliance with the financial covenants set forth in Section 7.14 after giving pro forma effect to the making of Additional Revolving Credit Commitments and/or Incremental Term Loans and the Loans made in connection therewithwith such addition; (iv) the Borrowers, Administrative Agent and Lending Parties (including any new Lending Parties being added in connection with such addition) will have entered into all documents required pursuant to Section 2.15(c), and the Borrowers will have complied with all of the conditions precedent to the effectiveness of such addition as provided in such documents (including any requirement to pay fees and expenses to any or all of Administrative Agent, the Arrangers and the Lending Parties, including any new Lending Parties); and (v) the Borrowers will have delivered to Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Administrative Borrower, on behalf of the Borrowers, certifying as to the truth, accuracy and correctness of the matters set forth in the immediately preceding clauses (i), (ii) and (iii). On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person who is providing an Additional Revolving Credit Commitment and/or Incremental Term Loan will become a “Lender” for all purposes of this Agreement and the other Loan Documents. Any Additional Revolving Credit Loan will be a “Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents. In furtherance of the foregoing, in connection with any Additional Revolving Credit Commitments, on any Additional Commitments Effective Date on which Additional Revolving Credit Commitments are made, subject to the satisfaction of the other terms and conditions contained in this Section 2.15, (1) each of the existing Lenders will assign to each Person providing an Additional Revolving Credit Commitment, and each such Person will purchase from each of the existing Lenders, in an amount equal to the Outstanding Amount thereof (together with accrued but unpaid interest thereon), such interests in the Revolving Credit Loans outstanding on such date as will be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Lenders and the Person making the Additional Revolving Credit Commitments ratably in accordance with their Percentage Shares after giving effect to the addition of such Additional Revolving Credit Commitments to the existing Revolving Credit Commitments; and (2) each Person making an Additional Revolving Credit Commitment will be deemed for all purposes to have made a Revolving Credit Commitment and each Additional Revolving Credit Loan will be deemed, for all purposes, a Revolving Credit Loan.

Certain Provisions Regarding Increase of Aggregate Commitments. If any Additional Revolving Credit Working Capital Commitments and/or Incremental Term Loans or Additional Floorplan Commitments are added in accordance with this Section 2.152.14, the Administrative Agent and the Administrative Borrower, on behalf of the Borrowers, will Borrower shall determine the effective date (the “Additional Commitments Effective Date”) of such addition and the amount of, and the Persons who will provide, such Additional Revolving Credit Working Capital Commitments and/or Incremental Term Loansor Additional Floorplan Commitments, as applicable; provided that no Person who is not at the time a Lender will be selected to provide Additional Revolving Credit Commitments and/or Incremental Term Loans until each existing Lender has been provided with a reasonable opportunity to provide all or a portion of such Additional Revolving Credit Commitments and/or Incremental Term Loans in an amount not less than its Percentage Share thereof and has either accepted, declined or failed to respond to such opportunity to provide such percentage share of such Additional Revolving Credit Commitments and/or Incremental Term Loans; provided, further, that no existing Lender will shall have any obligation to provide all or any portion of such Additional Revolving Credit Working Capital Commitments and/or Incremental Term Loansor Additional Floorplan Commitments. The Administrative Agent will shall promptly notify the Administrative Borrower, on behalf of the Borrowers, Borrower and Lending Parties (which may, in the case of Additional Working Capital Commitments, include Persons reasonably acceptable to Administrative Agent and Borrower that were not Lenders prior to the Additional Commitments Effective Date) of the final amount of such Additional Revolving Credit Commitments and/or Incremental Term Loans addition and the Additional Commitments Effective Date, as well as in the case of each notice to any Working Capital Lender, the respective interests in such Working Capital Lender’s Revolving Credit Loans and/or Incremental Term Working Capital Loans, as applicable, in each case subject to the assignments contemplated by this Section 2.152.14. As conditions precedent to each such Additional Revolving Credit Commitments and/or Incremental Term Loansaddition: (i) the representations and warranties contained in Article V and the other Loan Documents (including all documents required pursuant to Section 2.15(c2.14(c)) will shall be true and correct on and as of the Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they will shall have been true and correct as of such earlier date, and except that, for purposes of this Section 2.15(b2.14(b), the representations and warranties contained in Section 5.10 will 5.11(a) and Section 5.11(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and Section 6.01(b), respectively; (ii) no Default or Event of Default will shall exist immediately before or immediately after giving effect to such addition; (iii) without limiting the Borrowers will generality of the foregoing, Borrower shall be in compliance with the financial covenants set forth in Section 7.14 6.12 after giving pro forma effect to the making of Additional Revolving Credit Commitments and/or Incremental Term Working Capital Loans and the Loans made or Additional Floorplan Loans, as applicable, in connection therewithwith such addition; (iviii) the BorrowersBorrower, Administrative Agent and Lending Parties (including any new Lending Parties being added in connection with such addition) will shall have entered into all documents required pursuant to Section 2.15(c2.14(c), and the Borrowers will Borrower shall have complied with all of the conditions precedent to the effectiveness of such addition as provided in such documents (including any requirement to pay fees and expenses to any or all of Administrative Agent, the Arrangers Arranger and the Lending Parties, including any new Lending Parties); and (viv) the Borrowers will Borrower shall have delivered to Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Administrative Borrower, on behalf of the Borrowers, certifying as to the truth, accuracy and correctness of the matters set forth in the immediately preceding clauses (i), (ii) and (iiiii). On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person who is providing an Additional Revolving Credit Working Capital Commitment and/or Incremental Term Loan will or an Additional Floorplan Commitment: (A) in the case of any Additional Working Capital Commitment, shall become a “Working Capital Lender” for all purposes of this Agreement and the other Loan Documents; and (B) in the case of any Additional Floorplan Commitment, shall become a “Floorplan Lender” for all purposes of this Agreement and the other Loan Documents. Any Additional Revolving Credit Working Capital Loan will shall be a “Revolving Credit Working Capital Loan” and the other Loan Documents and any Additional Floorplan Loan shall be a “Floorplan Loan” for all purposes of this Agreement and the other Loan Documents. In furtherance of the foregoing, in connection with any Additional Revolving Credit Commitments, on any Additional Commitments Effective Date on which Additional Revolving Credit Working Capital Commitments are made, subject to the satisfaction of the other terms and conditions contained in this Section 2.15, 2.14: (1) each of the existing Working Capital Lenders will shall assign to each Person providing an Additional Revolving Credit Working Capital Commitment, and each such Person will shall purchase from each of the existing Working Capital Lenders, in an amount equal to the Outstanding Amount thereof (together with accrued but unpaid interest thereon), such interests in the Revolving Credit Working Capital Loans outstanding on such date as will shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Working Capital Loans will be held by existing Working Capital Lenders and the Person making the Additional Revolving Credit Working Capital Commitments ratably in accordance with their Working Capital Percentage Shares after giving effect to the addition of such Additional Revolving Credit Working Capital Commitments to the existing Revolving Credit Working Capital Commitments; and (2) each Person making an Additional Revolving Credit Working Capital Commitment will shall be deemed for all purposes to have made a Revolving Credit Working Capital Commitment and each Additional Revolving Credit Working Capital Loan will shall be deemed, for all purposes, a Revolving Credit Working Capital Loan. In furtherance of the foregoing, on any Additional Commitments Effective Date on which Additional Floorplan Commitments are made, subject to the satisfaction of the other terms and conditions contained in this Section 2.14: (1) each of the existing Floorplan Lenders shall assign to each Person providing an Additional Floorplan Commitment, and each such Person shall purchase from each of the existing Floorplan Lenders, in an amount equal to the Outstanding Amount thereof (together with accrued but unpaid interest thereon), such interests in the Floorplan Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Floorplan Loans will be held by existing Floorplan Lenders and the Person making the Additional Floorplan Commitments ratably in accordance with their Floorplan Percentage Shares after giving effect to the addition of such Additional Floorplan Commitments to the existing Floorplan Commitments; and (2) each Person making an Additional Floorplan Commitment shall be deemed for all purposes to have a Floorplan Commitment and each Additional Floorplan Loan shall be deemed, for all purposes, a Floorplan Loan.

Certain Provisions Regarding Increase of Aggregate Commitments. If any Additional Revolving Credit Working Capital Commitments and/or Incremental Term Loans or Additional Floorplan Commitments are added in accordance with this Section 2.152.14, the Administrative Agent and the Administrative Borrower, on behalf of the Borrowers, will Borrower shall determine the effective date (the “Additional Commitments Effective Date”) of such addition and the amount of, and the Persons who will provide, such Additional Revolving Credit Working Capital Commitments and/or Incremental Term Loansor Additional Floorplan Commitments, as applicable; provided that no Person who is not at the time a Lender will be selected to provide Additional Revolving Credit Commitments and/or Incremental Term Loans until each existing Lender has been provided with a reasonable opportunity to provide all or a portion of such Additional Revolving Credit Commitments and/or Incremental Term Loans in an amount not less than its Percentage Share thereof and has either accepted, declined or failed to respond to such opportunity to provide such percentage share of such Additional Revolving Credit Commitments and/or Incremental Term Loans; provided, further, that no existing Lender will shall have any obligation to provide all or any portion of such Additional Revolving Credit Working Capital Commitments and/or Incremental Term Loansor Additional Floorplan Commitments. The Administrative Agent will shall promptly notify the Administrative Borrower, on behalf of the Borrowers, Borrower and Lending Parties (which may, in the case of Additional Working Capital Commitments, include Persons reasonably acceptable to Administrative Agent and Borrower that were not Lenders prior to the Additional Commitments Effective Date) of the final amount of such Additional Revolving Credit Commitments and/or Incremental Term Loans addition and the Additional Commitments Effective Date, as well as in the case of each notice to any Working Capital Lender, the respective interests in such Working Capital Lender’s Revolving Credit Loans and/or Incremental Term Working Capital Loans, as applicable, in each case subject to the assignments contemplated by this Section 2.152.14. As conditions precedent to each such Additional Revolving Credit Commitments and/or Incremental Term Loansaddition: (i) the representations and warranties contained in Article V and the other Loan Documents (including all documents required pursuant to Section 2.15(c2.14(c)) will shall be true and correct on and as of the Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they will shall have been true and correct as of such earlier date, and except that, for purposes of this Section 2.15(b2.14(b), the representations and warranties contained in Section 5.10 will 5.11(a) and Section 5.11(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and Section 6.01(b), respectively; (ii) no Default or Event of Default will shall exist immediately before or immediately after giving effect to such addition; (iii) without limiting the Borrowers will generality of the foregoing, Borrower shall be in compliance with the financial covenants set forth in Section 7.14 6.12 after giving pro forma effect to the making of Additional Revolving Credit Commitments and/or Incremental Term Working Capital Loans and the Loans made or Additional Floorplan Loans, as applicable, in connection therewithwith such addition; (iviii) the BorrowersBorrower, Administrative Agent and Lending Parties (including any new Lending Parties being added in connection with such addition) will shall have entered into all documents required pursuant to Section 2.15(c2.14(c), and the Borrowers will Borrower shall have complied with all of the conditions precedent to the effectiveness of such addition as provided in such documents (including any requirement to pay fees and expenses to any or all of Administrative Agent, the Arrangers Arranger and the Lending Parties, including any new Lending Parties); and (viv) the Borrowers will Borrower shall have delivered to Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Administrative Borrower, on behalf of the Borrowers, certifying as to the truth, accuracy and correctness of the matters set forth in the immediately preceding clauses (i), (ii) and (iiiii). On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person who is providing an Additional Revolving Credit Working Capital Commitment and/or Incremental Term Loan will become a “Lender” for all purposes of this Agreement and the other Loan Documents. Any Additional Revolving Credit Loan will be a “Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents. In furtherance of the foregoing, in connection with any Additional Revolving Credit Commitments, on any Additional Commitments Effective Date on which Additional Revolving Credit Commitments are made, subject to the satisfaction of the other terms and conditions contained in this Section 2.15, (1) each of the existing Lenders will assign to each Person providing or an Additional Revolving Credit Floorplan Commitment, and each such Person will purchase from each of the existing Lenders, in an amount equal to the Outstanding Amount thereof (together with accrued but unpaid interest thereon), such interests in the Revolving Credit Loans outstanding on such date as will be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Lenders and the Person making the Additional Revolving Credit Commitments ratably in accordance with their Percentage Shares after giving effect to the addition of such Additional Revolving Credit Commitments to the existing Revolving Credit Commitments; and (2) each Person making an Additional Revolving Credit Commitment will be deemed for all purposes to have made a Revolving Credit Commitment and each Additional Revolving Credit Loan will be deemed, for all purposes, a Revolving Credit Loan.:

Certain Provisions Regarding Increase of Aggregate Commitments. If any Additional Revolving Credit Commitments and/or Incremental Term Loans are added in accordance with this Section 2.15, the Administrative Agent and the Administrative Borrower, on behalf of the Borrowers, will determine the effective date (the “Additional Commitments Effective Date”) of such addition and the amount of, and the Persons who will provide, such Additional Revolving Credit Commitments and/or Incremental Term Loans; provided that no Person who is not at the time a Lender will be selected to provide Additional Revolving Credit Commitments and/or Incremental Term Loans until each existing Lender has been provided with a reasonable opportunity to provide all or a portion of such Additional Revolving Credit Commitments and/or Incremental Term Loans in an amount not less than its Percentage Share thereof and has either accepted, declined or failed to respond to such opportunity to provide such percentage share of such Additional Revolving Credit Commitments and/or Incremental Term Loans; provided, further, that no existing Lender will have any obligation to provide all or any portion of such Additional Revolving Credit Commitments and/or Incremental Term Loans. The Administrative Agent will promptly notify the Administrative Borrower, on behalf of the Borrowers, and Lending Parties of the final amount of such Additional Revolving Credit Commitments and/or Incremental Term Loans and the Additional Commitments Effective Date, as well as in the case of each notice to any Lender, the respective interests in such Lender’s Revolving Credit Loans and/or Incremental Term Loans, as applicable, in each case subject to the assignments contemplated by this Section 2.15. As conditions precedent to each such Additional Revolving Credit Commitments and/or Incremental Term Loans: (i) the representations and warranties contained in Article V and the other Loan Documents (including all documents required pursuant to Section 2.15(c)) will be true and correct on and as of the Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they will have been true and correct as of such earlier date, and except that, for purposes of this Section 2.15(b), the representations and warranties contained in Section 5.10 will be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and Section 6.01(b), respectively; (ii) no Default or Event of Default will exist immediately before or immediately after giving effect to such addition; (iii) the Borrowers will be in compliance with the financial covenants set forth in Section 7.14 after giving pro forma effect to the making of Additional Revolving Credit Commitments and/or Incremental Term Loans and the Loans made in connection therewith; (iv) the Borrowers, Administrative Agent and Lending Parties (including any new Lending Parties being added in connection with such addition) will have entered into all documents required pursuant to Section 2.15(c), and the Borrowers will have complied with all of the conditions precedent to the effectiveness of such addition as provided in such documents (including any requirement to pay fees and expenses to any or all of Administrative Agent, the Arrangers and the Lending Parties, including any new Lending Parties); and (v) the Borrowers will have delivered to Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Administrative Borrower, on behalf of the Borrowers, certifying as to the truth, accuracy and correctness of the matters set forth in the immediately preceding clauses (i), (ii) and (iii). On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person who is providing an Additional Revolving Credit Commitment and/or Incremental Term Loan will become a “Lender” for all purposes of this Agreement and the other Loan Documents. Any Additional Revolving Credit Loan will be a “Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents. In furtherance of the foregoing, in connection with any Additional Revolving Credit Commitments, on any Additional Commitments Effective Date on which Additional Revolving Credit Commitments are made, subject to the satisfaction of the other terms and conditions contained in this Section 2.15, (1) each of the existing Lenders will assign to each Person providing an Additional Revolving Credit Commitment, and each such Person will purchase from each of the existing Lenders, in an amount equal to the Outstanding Amount thereof (together with accrued but unpaid interest thereon), such interests in the Revolving Credit Loans outstanding on such date as will be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Lenders and the Person making the Additional Revolving Credit Commitments ratably in accordance with their Percentage Shares after giving effect to the addition of such Additional Revolving Credit Commitments to the existing Revolving Credit Commitments; and (2) each Person making an Additional Revolving Credit Commitment will be deemed for all purposes to have made a Revolving Credit Commitment and each Additional Revolving Credit Loan will be deemed, for all purposes, a Revolving Credit Loan.