I.B)
$
D.
Book value of Used Motor Vehicles owned by
Subsidiaries that are not Guarantors
$
E.
Book value of
Used Motor Vehicles subject to Liens other than Permitted Liens
$
F.
Eligible Used Motor Vehicles (Lines I.C - I.D - I.E)
$
G.
Book value of vehicle lien liability in connection with Permitted Liens
$
H.
Net Book Value of Used Motor Vehicles (Lines I.F -
I.G)
$
I.
Borrowing Base (65% of Line H)
$
II.
Commitment
A.
Commitment
$
III.
Advance Limit
A.
Lesser of Lines I.I and II.A
$
IV.
Outstanding
Principal Amounts of Loans
A.
Outstanding Principal Amount of Loans
$
V.
Remaining Availability
A.
Line III.A - IV.A
$
EXHIBIT 9.3(b)
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each] 3Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]4 Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees]5 hereunder are several and not joint.]6
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (the "Credit Agreement"), receipt
of a copy of which is hereby acknowledged by the Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of [the Assignor (in its capacity as a Lender)][the
respective Assignors (in their respective capacities as Lenders)] against any
Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned by [the][any] Assignor
to [the][any] Assignee