Certain Defined. Terms The terms defined below shall have the indicated meanings unless the context expressly or by necessary implication requires otherwise: (1) “Accordion Agreement” means an agreement in the form of Schedule 1.1(1) (or in such other form to substantially similar effect as the Administrative Agent may accept) duly completed, executed and delivered by the Borrowers, an Accordion Lender, and the Administrative Agent pursuant to Section 2.6. (2) “Accordion Lender” means a Lender that has agreed to accept an increase to such Lender’s Applicable Percentage of the Revolving Limit, the Wholesale Flooring Facility Limit, the Used Vehicle Flooring Facility Limit, the Wholesale Leasing Limit and/or the Daily Rental Limit, as applicable, pursuant to and in accordance with Section 2.6(b). (3) “Accordion Notice” has the meaning given to it in Section 2.6(a). (4) “Acquisition” means the following: (a) with respect to any Person that is a Designated Subsidiary, the acquisition (whether for cash, property, services, securities or otherwise) of any businesses within the retail automotive and/or recreational vehicle sectors, automotive, recreational vehicle leasing and finance sectors, any dealerships, any automotive body shops, any automotive and/or recreational vehicle service shops, and in each case any ancillary businesses related thereto, in each case, located within Canada or the United States of America or any agreements to make such acquisition. (b) with respect to any Person that is a Non-Designated Subsidiary, the acquisition (whether for cash, property, services, securities or otherwise) of any businesses within the retail automotive and/or recreational vehicle sectors, equipment (including heavy and agricultural equipment) sales and service sector, automotive, equipment and recreational vehicle leasing and finance sectors, any dealerships, any automotive body shops, any automotive and/or recreational vehicle service shops, any motor vehicle registry services, and in each case any ancillary businesses related thereto, in each case, located within Canada or the United States of America or any agreements to make such acquisition. (5) “Administrative Agent” means The Bank of Nova Scotia when acting as administrative agent and any successor administrative agent appointed under Section 13.7. (6) “Administrative Agent’s Account for Payments” means for all payments for and by the Borrowers, the following account maintained by the Administrative Agent at its Toronto main branch, to which payments and transfers are to be effected as follows:
Appears in 1 contract
Sources: Credit Agreement (Lithia Motors Inc)
Certain Defined. Terms The terms defined below shall have the indicated meanings unless the context expressly or by necessary implication requires otherwise: (1) “Accordion Agreement” means an agreement in the form of Schedule 1.1(1) (or in such other form to substantially similar effect as the Administrative Agent may accept) duly completed, executed and delivered by the Borrowers, an Accordion Lender, and the Administrative Agent pursuant to Section 2.6. (2) “Accordion Lender” means a Lender that has agreed to accept an increase to such Lender’s Applicable Percentage of the Revolving Limit, the Wholesale Flooring Facility Limit, the Used Vehicle Flooring Facility Limit, the Wholesale Leasing Limit and/or the Daily Rental Limit, as applicable, pursuant to and in accordance with Section 2.6(b). (3) “Accordion Notice” has the meaning given to it in Section 2.6(a). (4) “Acquisition” means the following: (a) with respect to any Person that is a Designated Subsidiary, the acquisition (whether for cash, property, services, securities or otherwise) of any businesses within the retail automotive and/or recreational vehicle sectors, automotive, recreational vehicle leasing and finance sectors, any dealerships, any automotive body shops, any automotive and/or recreational vehicle service shops, and in each case any ancillary businesses related thereto, in each case, located within Canada or the United States of America or any agreements to make such acquisition. (b) with respect to any Person that is a Non-Designated Subsidiary, the acquisition (whether for cash, property, services, securities or otherwise) of any businesses within the retail automotive and/or recreational vehicle sectors, equipment (including heavy and agricultural equipment) sales and service sector, automotive, equipment and recreational vehicle leasing and finance sectors, any dealerships, any automotive body shops, any automotive and/or recreational vehicle service shops, any motor vehicle registry services, and in each case any ancillary businesses related thereto, in each case, located within Canada or the United States of America or any agreements to make such acquisition. (5) “Adjusted Daily Compounded ▇▇▇▇▇” means, for purposes of any calculation, the rate per annum equal to (a) Daily Compounded ▇▇▇▇▇ for such calculation plus (b) the Daily Compounded ▇▇▇▇▇ Adjustment; provided that if Adjusted Daily Compounded ▇▇▇▇▇ as so determined shall ever be less than the Canadian Floor, then Adjusted Daily Compounded ▇▇▇▇▇ shall be deemed to be the Canadian Floor. (6) “Adjusted Term ▇▇▇▇▇” means, for purposes of any calculation, the rate per annum equal to (a) Term ▇▇▇▇▇ for such calculation plus (b) the Term ▇▇▇▇▇ Adjustment; provided - 3 - CREDIT AGREEMENT that if Adjusted Term ▇▇▇▇▇ as so determined shall ever be less than the Canadian Floor, then Adjusted Term ▇▇▇▇▇ shall be deemed to be the Canadian Floor. (7) (5) “Administrative Agent” means The Bank of Nova Scotia when acting as administrative agent and any successor administrative agent appointed under Section 13.7. (8) (6) “Administrative Agent’s Account for Payments” means for all payments for and by the Borrowers, the following account maintained by the Administrative Agent at its Toronto main branch, to which payments and transfers are to be effected as follows:: Item Canadian Dollars Clearing Agent / Payment To The Bank of Nova Scotia, International Banking Division Address ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ 2T3 M5H 1J9 ABA No./ Swift ▇▇▇▇▇▇▇▇ Beneficiary / For Account Of The Bank of Nova Scotia, GWSGlobal Wholesale Operations – Loan Administration & Agency Services Address / Branch ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ M5H 1J9 Account No. 0023902-64 Reference Lithia Attention Toronto Corporate LoansManager or any other account of the Administrative Agent as the Administrative Agent may from time to time advise the Borrowers and the Lenders in writing. (9) (7) “Administrative Agent’s Branch of Account” means the office of the Administrative Agent located at: The Bank of Nova Scotia Global Wholesale Operations – Loan Administration ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ M5H 1J9 Attn: Senior Manager Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
Appears in 1 contract
Sources: Credit Agreement (Lithia Motors Inc)