Common use of Accounts Receivable Facility Clause in Contracts

Accounts Receivable Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an Accounts Receivable Facility of (i) Fifteen Million Dollars ($15,000,000.00) at all times other than during the Seasonal Uplift Period (as defined below), and (ii) Twenty Million Dollars ($20,000,000.00) from August 1st through December 31st of each calendar year (the "Seasonal Uplift Period"); provided, however, that (iii) at no time other than during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Fifty Million Dollars ($50,000,000.00), and (iv) at no time during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Seventy-five Million Dollars ($75,000,000.00). CDF's decision to advance funds will not be binding until the funds are actually advanced." In addition, subject to the terms of the AWF, CDF agrees to provide to Dealer an inventory floorplan credit facility of (a) Fifty Million Dollars ($50,000,000.00) at all times other than during the Seasonal Uplift Period, and (b) Seventy-five Million Dollars ($75,000,000.00) during the Seasonal Uplift Period; provided, however, that (c) at no time other than during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Fifty Million Dollars ($50,000,000.00), and (d) at no time during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate Seventy-five Million Dollars ($75,000,000.00). CDF's decision to advance funds will not be binding until the funds are actually advanced.

Accounts Receivable Facility. A. Subject to the terms of this Agreement, CDF agrees to provide to Dealer Borrower an Accounts Receivable Facility of ONE HUNDRED MILLION DOLLARS ($100,000,000) or ONE HUNDRED TWENTY MILLION DOLLARS ($120,000,000), during seasonal Uplift Periods, as described below. (i) Fifteen Million Dollars CDF will provide a temporary seasonal uplift in the size of the Accounts Receivable Facility to Borrower from May 1st through August 31st each year this Agreement is in effect, or for so much of such period as the Agreement may be in effect, (such periods referred to as the “Uplift Periods”), such that the Accounts Receivable Facility shall be increased during such Uplift Periods to ONE HUNDRED TWENTY MILLION DOLLARS ($15,000,000.00) at all times other than during the Seasonal Uplift Period (as defined below120,000,000), and (ii) Twenty Million Dollars ($20,000,000.00) from August 1st through December 31st . B. The amount of each calendar year (the "Seasonal Uplift Period"); provided, however, that (iii) at no time other than during the Seasonal Uplift Period will the principal amount outstanding credit available under the Accounts Receivable Facility and Dealer's inventory floorplan is subject to the Borrowing Base, along with a temporary overadvance facility provided by CDF pursuant to the following conditions: (i) CDF will provide a temporary overadvance facility to Borrower such that the amount of credit facility with CDF exceed, in the aggregate, Fifty Million Dollars ($50,000,000.00), and (iv) at no time during the Seasonal Uplift Period will the principal amount outstanding available under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Seventy-five Million Dollars ($75,000,000.00). CDF's decision to advance funds will not shall be binding until the funds are actually advanced." In addition, subject equal to the terms of the AWF, CDF agrees to provide to Dealer normal Borrowing Base availability limits plus an inventory floorplan credit overadvance facility of (a) Fifty Million Dollars ($50,000,000.00) at all times other than during 21,500,000, but in no event shall the Seasonal Uplift Period, and (b) Seventy-five Million Dollars ($75,000,000.00) during the Seasonal Uplift Period; provided, however, that (c) at no time other than during the Seasonal Uplift Period will the principal amount outstanding credit available under the Accounts Receivable Facility exceed the lesser of (a) $100,000,000 (or $120,000,000 during Uplift Periods) , or b) 100% of the total Accounts owned by Borrower (including those repurchased by Borrower from Brunswick Acceptance Company, LLC, but excluding any Crownline and Dealer's inventory floorplan credit Bentley Accounts); (ii) CDF will not require any reduction of the overadvance facility with for the first 6 months after the date of this Agreement. After six (6) months, CDF exceed, will thereafter require a minimum monthly reduction in the aggregate, Fifty Million Dollars overadvance facility of one twelfth of the amount of $21,500,000 during months seven ($50,000,000.00), and 7) through seventeen (d17) at no time during after the Seasonal Uplift Period will the principal amount outstanding under the closing of this Accounts Receivable Facility and Dealer's inventory floorplan credit facility Facility, with CDF exceed, a reduction in full of the aggregate Seventy-five Million Dollars remaining overadvance amount at eighteen ($75,000,000.00). CDF's decision to advance funds will not be binding until 18) months after the funds are actually advanceddate of this Agreement.

Accounts Receivable Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an Accounts Receivable Facility of (i) Fifteen Twenty-Five Million Dollars ($15,000,000.00) at all times other than during the Seasonal Uplift Period (as defined below), and (ii) Twenty Million Dollars ($20,000,000.00) from August 1st through December 31st of each calendar year (the "Seasonal Uplift Period"25,000,000.00); provided, however, that (iiii) at no time other than during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and the CDF Guaranty Amount exceed, in the aggregate, Twenty-Five Million Dollars ($25,000,000.00), (ii) at no time will the principal amount outstanding under Dealer's ’s Accounts Receivable Facility, Dealer’s inventory floorplan credit facility with CDF (inclusive of only such principal amount related to invoices received by CDF from Dealer’s Vendors), and Dealer’s Short Term Accounts Receivable (“STAR”) facility with CDF exceed, in the aggregate, Fifty Million Dollars ($50,000,000.00) (provided, however, that such amount shall be temporarily increased to Sixty Million Dollars ($60,000,000.00) for the period between May 31, 2011 and August 31, 2011), and (iviii) at no time during the Seasonal Uplift Period will the principal amount outstanding under the Dealer’s Accounts Receivable Facility and Facility, Dealer's ’s inventory floorplan credit facility with CDF (inclusive of such principal amount related to invoices received by CDF from Dealer’s Vendors and such principal amount related to financing approvals given by CDF to Dealer’s Vendors for which CDF has not received the invoices), and Dealer’s STAR facility with CDF exceed, in the aggregate, Seventy-five Sixty Million Dollars ($75,000,000.0060,000,000.00) (provided, however, that such amount shall be temporarily increased to Seventy Million Dollars ($70,000,000.00) for the period between May 31, 2011 and August 31, 2011). CDF's ’s decision to advance funds is discretionary, and will not be binding until the funds are actually advanced." . In addition, subject to the terms of the AWFIFA, CDF agrees to provide to Dealer an inventory floorplan credit facility of Sixty Million Dollars (a$60,000,000.00) (provided, however, that such amount shall be temporarily increased to Seventy Million Dollars ($70,000,000.00) for the period between May 31, 2011 and August 31, 2011); provided, however, that (i) at no time will the principal amount outstanding under Dealer’s inventory floorplan credit facility with CDF (inclusive of only such principal amount related to invoices received by CDF from Dealer’s Vendors) exceed, in the aggregate, Fifty Million Dollars ($50,000,000.00) at all times other than during the Seasonal Uplift Period, and (b) Seventy-five Million Dollars ($75,000,000.00) during the Seasonal Uplift Period; provided, however, that such amount shall be temporarily increased to Sixty Million Dollars (c$60,000,000,00) for the period between May 31, 2011 and August 31, 2011), (ii) at no time other than during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's ’s inventory floorplan credit facility with CDF (inclusive of only such principal amount related to invoices received by CDF from Dealer’s Vendors), Dealer’s Accounts Receivable Facility, and Dealer’s Short Term Accounts Receivable (“STAR”) facility with CDF exceed, in the aggregate, Fifty Million Dollars ($50,000,000.00) (provided, however, that such amount shall be temporarily increased to Sixty Million Dollars ($60,000,000.00) for the period between May 31, 2011 and August 31, 2011), and (diii) at no time during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's ’s inventory floorplan credit facility with CDF (inclusive of such principal amount related to invoices received by CDF from Dealer’s Vendors and such principal amount related to financing approvals given by CDF to Dealer’s Vendors for which CDF has not received the invoices), Dealer’s Accounts Receivable Facility, and Dealer’s STAR facility with CDF exceed, in the aggregate Seventy-five aggregate, Sixty Million Dollars ($75,000,000.0060,000,000.00) (provided, however, that such amount shall be temporarily increased to Seventy Million Dollars ($70,000,000.00) for the period between May 31, 2011 and August 31, 2011). CDF's ’s decision to advance funds is discretionary, and will not be binding until the funds are actually advanced.”

Accounts Receivable Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an Accounts Receivable Facility of (i) Fifteen Thirty Million Dollars ($15,000,000.00) at all times other than during the Seasonal Uplift Period (as defined below), and (ii) Twenty Million Dollars ($20,000,000.00) from August 1st through December 31st of each calendar year (the "Seasonal Uplift Period"30,000,000.00); provided, however, that that: (iiii) at no time other than during the Seasonal Uplift Temporary Increase Period (as defined below) will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Fifty One Hundred Million Dollars ($50,000,000.00100,000,000.00), and (ivii) at no time during the Seasonal Uplift Period other than from October 1, 2007 through October 31, 2007 (“Temporary Increase Period”) will the principal amount outstanding under the Accounts Receivable Facility and Dealer's ’s inventory floorplan credit facility with CDF exceed, in the aggregate, SeventyEighty-five Five Million Dollars ($75,000,000.0085,000,000.00). CDF's decision to advance funds will not be binding until the funds are actually advanced." In addition, subject to the terms of the AWF, CDF agrees to provide to Dealer an inventory floorplan credit facility of of: (a) Fifty One Hundred Million Dollars ($50,000,000.00100,000,000.00) during the Temporary Increase Period, and (b) at all times other than during the Seasonal Uplift Temporary Increase Period, and (b) SeventyEighty-five Five Million Dollars ($75,000,000.00) during the Seasonal Uplift Period85,000,000.00); provided, however, that (ci) at no time other than during the Seasonal Uplift Temporary Increase Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Fifty One Hundred Million Dollars ($50,000,000.00100,000,000.00), and (dii) at no time other than during the Seasonal Uplift Temporary Increase Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's ’s inventory floorplan credit facility with CDF exceed, in the aggregate Seventyaggregate, Eighty-five Five Million Dollars ($75,000,000.0085,000,000.00). CDF's decision to advance funds will not be binding until the funds are actually advanced. Dealer waives notice of CDF's acceptance of this Amendment. All other terms and provisions of the AWF and BFA, to the extent not inconsistent with the foregoing, are ratified and remain unchanged and in full force and effect.

Accounts Receivable Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an Accounts Receivable Facility of (ia) Fifteen Million Dollars ($15,000,000.00) at all times other than during the Seasonal Uplift Period (as defined below), ) and (iib) Twenty Million Dollars ($20,000,000.00) from August 1st through December January 31st of each calendar year (the "“Seasonal Uplift Period"”); provided, however, that that: (iiii) at no time other than during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's ’s inventory floorplan credit facility with CDF exceed, in the aggregate, Thirty Five Million Dollars ($35,000,000.00), and (ii) at no time during the seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer’s inventory floorplan credit facility with CDF exceed, in the aggregate, Fifty Five Million Dollars ($50,000,000.0055,000,000.00). CDF’s decision to advance funds is discretionary and will not be binding until the funds are actually advanced.” In addition, subject to the terms of the IFA, CDF agrees to provide to Dealer an inventory floorplan credit facility of: (a) Thirty Five Million Dollars ($35,000,000.00) at all times other than during the Seasonal Uplift Period (as defined below), and (ivb) Fifty-Five Million Dollars ($55,000,000.00) ) from August 1st through January 31st of each calendar year (the “Seasonal Uplift Period”); provided, however, that: (i) at no time other than during the Seasonal Uplift Period will the principal amount outstanding under Dealer’s inventory 81353 (07/27/11) modified 9/13/11 1 floorplan credit facility with CDF and Dealer’s Accounts Receivable Facility exceed, in the aggregate Thirty Five Million Dollars ($35,000,000.00), and (ii) at no time during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's ’s inventory floorplan credit facility with CDF exceed, exceed in the aggregate, SeventyFifty-five Five Million Dollars ($75,000,000.0055,000,000.00). CDF's ’s decision to advance funds is discretionary and will not be binding until the funds are actually advanced." In addition, subject to the terms of the AWF, CDF agrees to provide to Dealer an inventory floorplan credit facility of (a) Fifty Million Dollars ($50,000,000.00) at all times other than during the Seasonal Uplift Period, and (b) Seventy-five Million Dollars ($75,000,000.00) during the Seasonal Uplift Period; provided, however, that (c) at no time other than during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Fifty Million Dollars ($50,000,000.00), and (d) at no time during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate Seventy-five Million Dollars ($75,000,000.00). CDF's decision to advance funds will not be binding until the funds are actually advanced.

Accounts Receivable Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an Accounts Receivable Facility of of: (i) Fifteen between February 14, 2020 through April 14, 2020 Seventy-Five Million Dollars ($15,000,000.0075,000,000.00) at all times other than during the Seasonal Uplift Period (as defined below), and (ii) Twenty after April 14, 2020, Fifty Million Dollars ($20,000,000.0050,000,000.00) from August 1st through December 31st of each calendar year (the "Seasonal Uplift Period"“Accounts Receivable Facility Limit”); provided, however, that (iii) at no time other than during will (i) the Seasonal Uplift Period will the principal amount outstanding under Aggregate Accounts Receivable Outstandings exceed the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in Limit or (ii) the aggregate, Fifty Million Dollars ($50,000,000.00), and (iv) at no time during Aggregate Outstandings exceed the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Aggregate Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Seventy-five Million Dollars ($75,000,000.00)Limit. CDF's ’s decision to advance funds will not be binding until the funds are actually advanced." . In addition, subject to the terms of the AWFAgreement for Wholesale Financing, CDF agrees to provide to Dealer an inventory floorplan credit facility of (ai) except during a Temporary Uplift Period, Two Hundred Fifty Million Dollars ($50,000,000.00250,000,000.00), (ii) at all times other than during the Seasonal any Temporary Uplift Period, and (b) Seventy-five Three Hundred Twenty Five Million Dollars ($75,000,000.00325,000,000.00) and (iii) during the Seasonal any 2020 Uplift Period, Three Hundred Million Dollars ($300,000,000.00); provided, however, that (c) at no time other than during the Seasonal Uplift Period will the principal amount outstanding under Aggregate Outstandings exceed the Accounts Receivable Aggregate Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Fifty Million Dollars ($50,000,000.00), and (d) at no time during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate Seventy-five Million Dollars ($75,000,000.00)Limit. CDF's ’s decision to advance funds will not be binding until the funds are actually advanced. If, at any time, the Aggregate Accounts Receivable Outstandings exceed the Accounts Receivable Facility Limit, Dealer will immediately pay to CDF an amount not less than the difference between (i) Aggregate Accounts Receivable Outstandings and (ii) the Accounts Receivable Facility Limit. If, at any time, the Aggregate Outstandings exceed the Aggregate Facility Limit, Dealer will immediately pay to CDF an amount not less than the difference between (i) Aggregate Outstandings and (ii) the Aggregate Facility Limit.”

Accounts Receivable Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an Accounts Receivable Facility of (i) Fifteen Fifty Million Dollars ($15,000,000.0050,000,000.00) at all times other than during the Seasonal Uplift Period (as defined below), and (ii) Twenty Million Dollars ($20,000,000.00) from August 1st through December 31st of each calendar year (the "Seasonal Uplift Period"“Accounts Receivable Facility Limit”); provided, however, that (iii) at no time other than during will (i) the Seasonal Uplift Period will the principal amount outstanding under Aggregate Accounts Receivable Outstandings exceed the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in Limit or (ii) the aggregate, Fifty Million Dollars ($50,000,000.00), and (iv) at no time during Aggregate Outstandings exceed the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Aggregate Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Seventy-five Million Dollars ($75,000,000.00)Limit. CDF's ’s decision to advance funds will not be binding until the funds are actually advanced." . In addition, subject to the terms of the AWFAgreement for Wholesale Financing, CDF agrees to provide to Dealer an inventory floorplan credit facility of (ai) except during a Temporary Uplift Period, Two Hundred Fifty Million Dollars ($50,000,000.00250,000,000.00), and (ii) at all times other than during the Seasonal any Temporary Uplift Period, and (b) Seventy-five Three Hundred Twenty Five Million Dollars ($75,000,000.00) during the Seasonal Uplift Period325,000,000.00); provided, however, that (c) at no time other than during the Seasonal Uplift Period will the principal amount outstanding under Aggregate Outstandings exceed the Accounts Receivable Aggregate Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Fifty Million Dollars ($50,000,000.00), and (d) at no time during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate Seventy-five Million Dollars ($75,000,000.00)Limit. CDF's ’s decision to advance funds will not be binding until the funds are actually advanced. If, at any time, the Aggregate Accounts Receivable Outstandings exceed the Accounts Receivable Facility Limit, Dealer will immediately pay to CDF an amount not less than the difference between (i) Aggregate Accounts Receivable Outstandings and (ii) the Accounts Receivable Facility Limit. If, at any time, the Aggregate Outstandings exceed the Aggregate Facility Limit, Dealer will immediately pay to CDF an amount not less than the difference between (i) Aggregate Outstandings and (ii) the Aggregate Facility Limit.”

Accounts Receivable Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an Accounts Receivable Facility of (i) Fifteen Thirty Million Dollars ($15,000,000.00) at all times other than during the Seasonal Uplift Period (as defined below), and (ii) Twenty Million Dollars ($20,000,000.00) from August 1st through December 31st of each calendar year (the "Seasonal Uplift Period"30,000,000.00); provided, however, that (iii) at no time other than during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Fifty Million Dollars ($50,000,000.00), and (iv) at no time during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Aggregate Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Seventy-five Million Dollars ($75,000,000.00)Limit. CDF's decision to advance funds will not be binding until the funds are actually advanced." . In addition, subject to the terms of the AWFAmended and Restated Agreement for Wholesale Financing between CDF and Dealer dated July 23, 2012, as amended from time to time, CDF agrees to provide to Dealer an inventory floorplan credit facility of (ai) to and until October 31, 2017, Three Hundred Twenty-Five Million Dollars ($325,000,000.00), (ii) on and after November 1, 2017, except during a Temporary Uplift Period, Two Hundred Fifty Million Dollars ($50,000,000.00250,000,000.00), and (iii) at all times other than during the Seasonal any Temporary Uplift Period, and (b) Seventy-five Three Hundred Twenty Five Million Dollars ($75,000,000.00) during the Seasonal Uplift Period325,000,000.00); provided, however, that (c) at no time other than during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF and Dealer's Accounts Receivable Credit Facility exceed, in the aggregate, Fifty Million Dollars ($50,000,000.00), and (d) at no time during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Aggregate Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate Seventy-five Million Dollars ($75,000,000.00)Limit. CDF's decision to advance funds will not be binding until the funds are actually advanced. If, at any time, the principal amount outstanding under Dealer's inventory floorplan credit facility with CDF and Dealer's Accounts Receivable Credit Facility exceeds, in the aggregate, the Aggregate Facility Limit, Dealer will immediately pay to CDF an amount not less than the difference between (i) the aggregate principal amount outstanding under Dealer's inventory floorplan credit facility with CDF and Dealer's Accounts Receivable Credit Facility and (ii) the Aggregate Facility Limit."

Accounts Receivable Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an Accounts Receivable Facility of (i) Fifteen Thirty Million Dollars ($15,000,000.00) at all times other than during the Seasonal Uplift Period (as defined below), and (ii) Twenty Million Dollars ($20,000,000.00) from August 1st through December 31st of each calendar year (the "Seasonal Uplift Period"30,000,000.00); provided, however, that (iiii) at no time during the Overline Period (as defined below) will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF (excluding open approvals for which CDF has not yet received the invoice) exceed, in the aggregate, Eighty-Five Million Dollars ($85,000,000.00), and (ii) at no time other than during the Seasonal Uplift Overline Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF (including open approvals for which CDF has not yet received the invoice) exceed, in the aggregate, Fifty Eighty-Five Million Dollars ($50,000,000.00), and (iv) at no time during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Seventy-five Million Dollars ($75,000,000.0085,000,000.00). CDF's decision to advance funds will not be binding until the funds are actually advanced." In addition, subject to the terms of the AWF, CDF agrees to provide to Dealer an inventory floorplan credit facility of (ax) Fifty from June 26, 2006 through September 21, 2006 (“Overline Period”), Eighty-Five Million Dollars ($50,000,000.0085,000,000.00) (plus an additional Fifteen Million Dollars ($15,000,000.00) for open approvals for which CDF has not yet received the invoice), and (y) at all times other than during the Seasonal Uplift Overline Period, and (b) SeventyEighty-five Five Million Dollars ($75,000,000.0085,000,000.00) during (including open approvals for which CDF has not yet received the Seasonal Uplift Periodinvoice); provided, however, that (ci) at no time other than during the Seasonal Uplift Overline Period will the principal amount outstanding under Dealer’s inventory floorplan credit facility with CDF (excluding open approvals for which CDF has not yet received the invoice) and the principal amount outstanding under the Accounts Receivable Facility exceed, in the aggregate, Eighty-Five Million Dollars ($85,000,000.00) and (ii) at no time other than during the Overline Period will the principal amount outstanding under the Dealer's inventory floorplan credit facility with CDF exceed, in (including open approvals for which CDF has not yet received the aggregate, Fifty Million Dollars ($50,000,000.00), invoice) and (d) at no time during the Seasonal Uplift Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate Seventyaggregate, Eighty-five Five Million Dollars ($75,000,000.0085,000,000.00). CDF's decision to advance funds will not be binding until the funds are actually advanced. Dealer waives notice of CDF's acceptance of this Amendment. All other terms and provisions of the AWF and BFA, to the extent not inconsistent with the foregoing, are ratified and remain unchanged and in full force and effect.