Common use of Administrative Agents’ Availability Assumption Clause in Contracts

Administrative Agents’ Availability Assumption. 7.8.1. Unless Administrative Agents have been given written notice by a Lender prior to an Advance Date that such Lender does not intend to make immediately available to Administrative Agents such Lender’s Pro-Rata Share of the Advance which Administrative Agents may be obligated to make on the Advance Date, including any Advance that may be made based on the issuance of an Approval, Administrative Agents may assume that such Lender has made the required amount available to Administrative Agents on the Advance Date and Administrative Agents may, in reliance upon such assumption, make available to Reseller a corresponding amount. Failure of any Lender to make immediately available its Pro-Rata Share of any Advance of the Swingline Loan, any Floorplan Loan (whether based on the issuance of an Approval or otherwise), the Interim Floorplan Loan (whether based on the issuance of an Approval or otherwise), any Revolving Loan or any other amount then owing hereunder by a Lender upon demand shall make such Lender a “Defaulting Lender”. If such corresponding amount is not in fact made immediately available to Administrative Agents by such Defaulting Lender on the Advance Date, Administrative Agents shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount immediately upon Administrative Agents’ demand therefor, then Administrative Agents shall promptly notify Reseller and the other Lenders and Reseller shall pay such corresponding amount to Administrative Agents within one (1) Business Day. Administrative Agents shall also be entitled to recover, either from such Defaulting Lender or Reseller, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agents to Reseller to the date such corresponding amount is recovered by Administrative Agents, at a rate per annum equal to either (a) if paid by such Lender, the cost to Administrative Agents of funding such amount at the Federal Funds Rate, or (b) if paid by Reseller, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its Pro-Rata Share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its Pro-Rata Share thereof.

Administrative Agents’ Availability Assumption. 7.8.1. Unless Administrative Agents have been given written notice by a Lender prior to an Advance Date that such Lender does not intend to make immediately available to Administrative Agents such Lender’s Pro-Rata Share of the Advance which Administrative Agents may be obligated to make on the Advance Date, including any Advance that may be made based on the issuance of an Approval, Administrative Agents may assume that such Lender has made the required amount available to Administrative Agents on the Advance Date and Administrative Agents may, in reliance upon such assumption, make available to Reseller a corresponding amount. Failure of any Lender to make immediately available its Pro-Rata Share of any Advance of the Swingline Loan, any Floorplan Loan (whether based on the issuance of an Approval or otherwise), the Interim Floorplan Loan (whether based on the issuance of an Approval or otherwise), any Revolving Loan or any other amount then owing hereunder by a Lender upon demand shall make such Lender a “Defaulting LenderDEFAULTING LENDER”. If such corresponding amount is not in fact made immediately available to Administrative Agents by such Defaulting Lender on the Advance Date, Administrative Agents shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount immediately upon Administrative Agents’ demand therefor, then Administrative Agents shall promptly notify Reseller and the other Lenders and Reseller shall pay such corresponding amount to Administrative Agents within one (1) Business Day. Administrative Agents shall also be entitled to recover, either from such Defaulting Lender or Reseller, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agents to Reseller to the date such corresponding amount is recovered by Administrative Agents, at a rate per annum equal to either (a) if paid by such Lender, the cost to Administrative Agents of funding such amount at the Federal Funds Rate, or (b) if paid by Reseller, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its Pro-Rata Share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its Pro-Rata Share thereof.

Administrative Agents’ Availability Assumption. 7.8.1. Unless Administrative Agents have Agent has been given written notice by a Lender prior to an Advance Date the date of a Loan that such Lender does not intend to make immediately available to Administrative Agents Agent such Lender’s 's Pro-Rata Share of the Advance any such Loan which Administrative Agents may Agent will be obligated to make on the Advance Date, including any Advance that may be made based on the issuance of an Approvalsuch date, Administrative Agents Agent may assume that such Lender has made the required amount available to Administrative Agents Agent on the Advance Date such date and Administrative Agents Agent may, in reliance upon such assumption, make available to Reseller Borrower a corresponding amount. Failure of any Lender to make immediately available its Pro-Rata Share of any Advance of the Swingline Loan, any Floorplan Loan (whether based on the issuance of an Approval or otherwise), the Interim Floorplan Loan (whether based on the issuance of an Approval or otherwise), any Revolving Loan or any other amount then owing hereunder by a Lender upon demand shall make such Lender a “Defaulting Lender”. If such corresponding amount is not in fact made immediately available to Administrative Agents Agent by such Defaulting Lender on the Advance Datesuch date, Administrative Agents Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount immediately upon Administrative Agents’ Agent's demand therefor, then Administrative Agents Agent shall promptly notify Reseller Borrower and the other Lenders and Reseller Borrower shall immediately pay such corresponding amount to Administrative Agents within one (1) Business DayAgent. Administrative Agents Agent shall also be entitled to recover, either from such Defaulting defaulting Lender or ResellerBorrower, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agents Agent to Reseller Borrower to the date such corresponding amount is recovered by Administrative AgentsAgent, at a rate per annum equal to either (ai) if paid by such Lender, the cost to Administrative Agents Agent of funding such amount at the Federal Funds Rate, or (bii) if paid by ResellerBorrower, the applicable rate for the Advance Loan in question determined from the request therefor. Each Lender shall be obligated only to fund its Pro-Rata Share of an Advance a Loan subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its Pro-Rata Share thereof.

Administrative Agents’ Availability Assumption. 7.8.17.5.1. Unless Administrative Agents have Agent has been given written notice by a Lender prior to an Advance Date that such Lender does not intend to make immediately available to Administrative Agents Agent such Lender’s Propro-Rata Share rata share of the Advance which Administrative Agents may Agent will be obligated to make on the Advance Date, including any Advance that may be made based on the issuance of an Approval, Administrative Agents Agent may assume that such Lender has made the required amount available to Administrative Agents Agent on the Advance Date and Administrative Agents Agent may, in reliance upon such assumption, make available to Reseller Borrower a corresponding amount. Failure of any Lender to make immediately available its Pro-Rata Share of any Advance of the Swingline Loan, any Floorplan Loan (whether based on the issuance of an Approval or otherwise), the Interim Floorplan Loan (whether based on the issuance of an Approval or otherwise), any Revolving Loan or any other amount then owing hereunder by a Lender upon demand shall make such Lender a “Defaulting Lender”. If such corresponding amount is not in fact made immediately available to Administrative Agents Agent by such Defaulting Lender on the Advance Date, Administrative Agents Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount (or an amount demanded by Administrative Agent pursuant to Section 7.2.2.1) immediately upon Administrative Agents’ Agent’s demand therefor, then Administrative Agents Agent shall promptly notify Reseller Borrower and the other Lenders and Reseller Borrower shall immediately pay such corresponding amount to Administrative Agents within one (1) Business DayAgent. Administrative Agents Agent shall also be entitled to recover, either from such defaulting Lender (a Defaulting Lender Lender) or ResellerBorrower, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agents Agent to Reseller Borrower to the date such corresponding amount is recovered by Administrative AgentsAgent, at a rate per annum equal to either (ai) if paid by such Lender, the cost to Administrative Agents Agent of funding such amount at the Federal Funds Rate, or (bii) if paid by ResellerBorrower, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its Propro-Rata Share rata share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its Propro-Rata Share rata share thereof. In addition, the failure of any Lender to pay its pro-rata share of any such Advance shall cause such Lender to be a Defaulting Lender and such Defaulting Lender shall, until such amount is paid to Administrative Agent (with interest at the Federal Funds Rate), (a) permit Administrative Agent the unconditional and irrevocable right of setoff against any amounts (including, without limitation, payments of principal, interest, and fees, as well as indemnity payments) received by Administrative Agent hereunder for the benefit of any such Defaulting Lender, and (b) if such failure to pay shall continue for a period of two Business Days, result in any such Defaulting Lender forfeiting any right to vote on any matter that the Required Lenders or all Lenders are permitted to vote for hereunder (and the calculation of Required Lenders shall exclude such Defaulting Lender’s interest in the Lenders’ Exposure); provided, however, once such a failure is cured, then such Lender shall, subsequent thereto, have all rights hereunder; provided, further, however, if any Lender shall fail to make such a payment within the two Business Day period specified in clause (b) above (other than by reason of events beyond the reasonable control of such Lender) two or more times during the term hereof, such Lender shall permanently forfeit its right to vote hereunder (and the calculation of Required Lenders shall exclude such Defaulting Lender’s interest in the Lenders’ Exposure).

Administrative Agents’ Availability Assumption. 7.8.1. Unless Administrative Agents have Agent has been given written notice by a Lender prior to an Advance Date that such Lender does not intend to make immediately available to Administrative Agents Agent such Lender’s Pro-Rata Share 's prorata share of the Advance which Administrative Agents may Agent will be obligated to make on the Advance Date, including any Advance that may be made based on the issuance of an Approval, Administrative Agents Agent may assume that such Lender has made the required amount available to Administrative Agents Agent on the Advance Date and Administrative Agents Agent may, in reliance upon such assumption, make available to Reseller Borrower a corresponding amount. Failure of any Lender to make immediately available its Pro-Rata Share of any Advance of the Swingline Loan, any Floorplan Loan (whether based on the issuance of an Approval or otherwise), the Interim Floorplan Loan (whether based on the issuance of an Approval or otherwise), any Revolving Loan or any other amount then owing hereunder by a Lender upon demand shall make such Lender a “Defaulting Lender”. If such corresponding amount is not in fact made immediately available to Administrative Agents Agent by such Defaulting Lender on the Advance Date, Administrative Agents Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount immediately upon Administrative Agents’ Agent's demand therefor, then Administrative Agents Agent shall promptly notify Reseller Borrower and the other Lenders and Reseller Borrower shall immediately pay such corresponding amount to Administrative Agents within one (1) Business DayAgent. Administrative Agents Agent shall also be entitled to recover, either from such Defaulting defaulting Lender or ResellerBorrower, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agents Agent to Reseller Borrower to the date such corresponding amount is recovered by Administrative AgentsAgent, at a rate per annum equal to either (ai) if paid by such Lender, the cost to Administrative Agents Agent of funding such amount at the Federal Funds Rate, or (bii) if paid by ResellerBorrower, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its Pro-Rata Share prorata share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its Pro-Rata Share prorata share thereof.

Administrative Agents’ Availability Assumption. 7.8.1. 5.5.1 Unless Administrative Agents have been given written notice by a Lender prior to an Advance Date that such Lender does not intend to make immediately available to Administrative Agents such Lender’s Pro-Rata Share of the Advance which Administrative Agents may be obligated to make on the Advance Date, including including, without limitation, any Advance that may be made based on the issuance of an Approval, Administrative Agents may assume that such Lender has made the required amount available to Administrative Agents on the Advance Date and Administrative Agents may, in reliance upon such assumption, make available to Reseller Resellers a corresponding amount. Failure of any Lender to make immediately available its Pro-Rata Share of any Advance of the Swingline Loan, any Floorplan Loan Advance (whether based on the issuance of an Approval or otherwise), ) and the Interim Floorplan Loan (whether based on the issuance of an Approval or otherwise), any Revolving Loan ) or any other amount then owing hereunder by a Lender upon demand shall make such Lender a “Defaulting Lender”. If such corresponding amount is not in fact made immediately available to Administrative Agents by such Defaulting Lender on the Advance Date, Administrative Agents shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount immediately upon Administrative Agents’ demand therefor, then Administrative Agents shall promptly notify Reseller Borrowing Agent and the other Lenders and Reseller Resellers shall pay such corresponding amount to Administrative Agents within one (1) Business Day. Administrative Agents shall also be entitled to recover, either from such Defaulting Lender or ResellerResellers, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agents to Reseller Resellers to the date such corresponding amount is recovered by Administrative Agents, at a rate per annum equal to either (ai) if paid by such Lender, the cost to Administrative Agents of funding such amount at the Federal Funds Rate, or (bii) if paid by ResellerResellers, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its Pro-Rata Share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its Pro-Rata Share thereof.

Administrative Agents’ Availability Assumption. 7.8.1. Unless Administrative Agents have Agent has been given written notice by a Lender prior to an Advance Date that such Lender does not intend to make immediately available to Administrative Agents Agent such Lender’s Pro-Rata Share 's pro rata share of the Advance which Administrative Agents may Agent will be obligated to make on the Advance Date, including any Advance that may be made based on the issuance of an Approval, Administrative Agents Agent may assume that such Lender has made the required amount available to Administrative Agents Agent on the Advance Date and Administrative Agents Agent may, in reliance upon such assumption, make available to Reseller Borrower a corresponding amount. Failure of any Lender to make immediately available its Pro-Rata Share of any Advance of the Swingline Loan, any Floorplan Loan (whether based on the issuance of an Approval or otherwise), the Interim Floorplan Loan (whether based on the issuance of an Approval or otherwise), any Revolving Loan or any other amount then owing hereunder by a Lender upon demand shall make such Lender a “Defaulting Lender”. If such corresponding amount is not in fact made immediately available to Administrative Agents Agent by such Defaulting Lender on the Advance Date, Administrative Agents Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount immediately upon Administrative Agents’ Agent's demand therefor, then Administrative Agents Agent shall promptly notify Reseller Borrower and the other Lenders and Reseller Borrower shall immediately pay such corresponding amount to Administrative Agents within one (1) Business DayAgent. Administrative Agents Agent shall also be entitled to recover, either from such Defaulting defaulting Lender or ResellerBorrower, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agents Agent to Reseller Borrower to the date such corresponding amount is recovered by Administrative AgentsAgent, at a rate per annum equal to either (ai) if paid by such Lender, the cost to Administrative Agents Agent of funding such amount at the Federal Funds Rate, or (bii) if paid by ResellerBorrower, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its Pro-Rata Share pro rata share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its Pro-Rata Share pro rata share thereof.

Administrative Agents’ Availability Assumption. 7.8.1. 5.5.1 Unless Administrative Agents have been given written notice by a Lender prior to an Advance Date that such Lender does not intend to make immediately available to Administrative Agents such Lender’s Pro-Rata Share of the Advance which Administrative Agents may be obligated to make on the Advance Date, including including, without limitation, any Advance that may be made based on the issuance of an Approval, Administrative Agents may assume that such Lender has made the required amount available to Administrative Agents on the Advance Date and Administrative Agents may, in reliance upon such assumption, make available to Reseller Resellers a corresponding amount. Failure Upon the occurrence of (a) the failure of any Lender to make immediately available its Pro-Rata Share of any Advance of the Swingline Loan, any Floorplan Loan Advance (whether based on the issuance of an Approval or otherwise), ) and the Interim Floorplan Loan (whether based on the issuance of an Approval or otherwise), any Revolving Loan ) or any other amount then owing hereunder by a Lender upon demand shall make or (b) any Lender becoming the subject of a Bankruptcy Event, such Lender shall be deemed to be a “Defaulting Lender”. If such corresponding amount is not in fact made immediately available to Administrative Agents by such Defaulting Lender on the Advance Date, Administrative Agents shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount immediately upon Administrative Agents’ demand therefor, then Administrative Agents shall promptly notify Reseller Borrowing Agent and the other Lenders and Reseller Resellers shall pay such corresponding amount to Administrative Agents within one (1) Business Day. Administrative Agents shall also be entitled to recover, either from such Defaulting Lender or ResellerResellers, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agents to Reseller Resellers to the date such corresponding amount is recovered by Administrative Agents, at a rate per annum equal to either (ai) if paid by such Lender, the cost to Administrative Agents of funding such amount at the Federal Funds Rate, or (bii) if paid by ResellerResellers, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its Pro-Rata Share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its Pro-Rata Share thereof.

Administrative Agents’ Availability Assumption. 7.8.1. 5.5.1 Unless Administrative Agents have been given written notice by a Lender prior to an Advance Date that such Lender does not intend to make immediately available to Administrative Agents such Lender’s Pro-Rata Share of the Advance which Administrative Agents may be obligated to make on the Advance Date, including including, without limitation, any Advance that may be made based on the issuance of an Approval, Administrative Agents may assume that such Lender has made the required amount available to Administrative Agents on the Advance Date and Administrative Agents may, in reliance upon such assumption, make available to Reseller Resellers a corresponding amount. Failure Upon the occurrence of (a) the failure of any Lender to make immediately available its Pro-Rata Share of any Channel Finance Loan Advance (whether based on the issuance of an Approval or otherwise) or the Swingline Loan, any Floorplan Interim Channel Finance Loan (whether based on the issuance of an Approval or otherwise), the Interim Floorplan Loan (whether based on the issuance of an Approval or otherwise), any Revolving Loan ) or any other amount then owing hereunder by a Lender upon demand shall make or (b) any Lender becoming the subject of a Bankruptcy Event, such Lender shall be deemed to be a “Defaulting Lender”. If such corresponding amount is not in fact made immediately available to Administrative Agents by such Defaulting Lender on the Advance Date, Administrative Agents shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount immediately upon Administrative Agents’ demand therefor, then Administrative Agents shall promptly notify Reseller Borrowing Agent and the other Lenders and Reseller Resellers shall pay such corresponding amount to Administrative Agents within one (1) Business Day. Administrative Agents shall also be entitled to recover, either from such Defaulting Lender or ResellerResellers, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agents to Reseller Resellers to the date such corresponding amount is recovered by Administrative Agents, at a rate per annum equal to either (ai) if paid by such Lender, the cost to Administrative Agents of funding such amount at the Federal Funds Rate, or (bii) if paid by ResellerResellers, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its Pro-Rata Share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its Pro-Rata Share thereof.