Common use of Administrative Agents’ Availability Assumption Clause in Contracts

Administrative Agents’ Availability Assumption. Unless Administrative 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 Agent such Lender's prorata share of the Advance which Administrative Agent will be obligated to make on the Advance Date, Administrative Agent may assume that such Lender has made the required amount available to Administrative Agent on the Advance Date and Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made immediately available to Administrative Agent by such Lender on the Advance Date, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount immediately upon Administrative Agent's demand therefor, then Administrative Agent shall promptly notify Borrower and the other Lenders and Borrower shall immediately pay such corresponding amount to Administrative Agent. Administrative Agent shall also be entitled to recover, either from such defaulting Lender or Borrower, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agent to Borrower to the date such corresponding amount is recovered by Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the cost to Administrative Agent of funding such amount at the Federal Funds Rate, or (ii) if paid by Borrower, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its prorata share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its prorata share thereof.

Administrative Agents’ Availability Assumption. 7.8.1. Unless Administrative Agent has 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 Agent Agents such Lender's prorata share ’s Pro-Rata Share of the Advance which Administrative Agent will 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 Agent Agents may assume that such Lender has made the required amount available to Administrative Agent Agents on the Advance Date and Administrative Agent Agents may, in reliance upon such assumption, make available to Borrower 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 Agent Agents by such Defaulting Lender on the Advance Date, Administrative Agent 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 Agent's Agents’ demand therefor, then Administrative Agent Agents shall promptly notify Borrower Reseller and the other Lenders and Borrower Reseller shall immediately pay such corresponding amount to Administrative AgentAgents within one (1) Business Day. Administrative Agent Agents shall also be entitled to recover, either from such defaulting Defaulting Lender or BorrowerReseller, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agent Agents to Borrower Reseller to the date such corresponding amount is recovered by Administrative AgentAgents, at a rate per annum equal to either (ia) if paid by such Lender, the cost to Administrative Agent Agents of funding such amount at the Federal Funds Rate, or (iib) if paid by BorrowerReseller, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its prorata share Pro-Rata Share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its prorata share Pro-Rata Share thereof. 7.8.2. Each remittance or payment or Advance required to be made by a Lender shall be made in accordance with its Pro-Rata Share and shall be made notwithstanding that (a) the amount of the aggregate of such remittances by Lenders may not be in the minimum amount for Revolving Loan Advances or Floorplan Loan Advances or otherwise required hereunder, (b) any conditions to Advances in Section 10 may not be then satisfied, (c) there is an Existing Default, (d) the aggregate amount of such remittances by Lenders would result in the Aggregate Revolving Loan exceeding the Revolving Loan Maximum Available Amount, or the aggregate amount of such remittances by Lenders would result in the Aggregate Floorplan Loan plus the Interim Floorplan Loan exceeding the value of the Collateral advanced against thereunder or the Aggregate Floorplan Loan Facility, or (e) such remittances by Lenders may be made after the effective date of termination of the Aggregate Revolving Loan Facility or the Aggregate Floorplan Loan Facility, as the case may be; provided, however, that in no event shall any Lender be required to make any such remittance that would result in the Revolving Loan of such Lender exceeding such Lender’s Revolving Loan Facility or the Floorplan Loan of such Lender exceeding such Lender’s Floorplan Loan Facility. 7.8.3. In addition, with respect to any Defaulting Lender, until a payment or Advance is paid to Administrative Agents (with interest as described above), (a) such Defaulting Lender shall permit Administrative Agents the unconditional and irrevocable right of setoff against any amounts (including payments of principal, interest, and fees, as well as indemnity payments) received by Administrative Agents hereunder for the benefit of any such Defaulting Lender, and (b) if such failure to pay shall continue for a period of three Business Days, result in any such Defaulting Lender forfeiting any right to vote on any matter that 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 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 three Business Day period specified in clause (b) above (other than by reason of events beyond the reasonable control of such Lender) three 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 Lenders’ Exposure).

Administrative Agents’ Availability Assumption. 7.8.1. Unless Administrative Agent has 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 Agent Agents such Lender's prorata share ’s Pro-Rata Share of the Advance which Administrative Agent will 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 Agent Agents may assume that such Lender has made the required amount available to Administrative Agent Agents on the Advance Date and Administrative Agent Agents may, in reliance upon such assumption, make available to Borrower 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 Agent Agents by such Defaulting Lender on the Advance Date, Administrative Agent 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 Agent's Agents’ demand therefor, then Administrative Agent Agents shall promptly notify Borrower Reseller and the other Lenders and Borrower Reseller shall immediately pay such corresponding amount to Administrative AgentAgents within one (1) Business Day. Administrative Agent Agents shall also be entitled to recover, either from such defaulting Defaulting Lender or BorrowerReseller, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agent Agents to Borrower Reseller to the date such corresponding amount is recovered by Administrative AgentAgents, at a rate per annum equal to either (ia) if paid by such Lender, the cost to Administrative Agent Agents of funding such amount at the Federal Funds Rate, or (iib) if paid by BorrowerReseller, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its prorata share Pro-Rata Share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its prorata share Pro-Rata Share thereof. 7.8.2. Each remittance or payment or Advance required to be made by a Lender shall be made in accordance with its Pro-Rata Share and shall be made notwithstanding that (a) the amount of the aggregate of such remittances by Lenders may not be in the minimum amount for Revolving Loan Advances or Floorplan Loan Advances or otherwise required hereunder, (b) any conditions to Advances in Section 10 may not be then satisfied, (c) there is an Existing Default, (d) the aggregate amount of such remittances by Lenders would result in the Aggregate Revolving Loan exceeding the Revolving Loan Maximum Available Amount, or the aggregate amount of such remittances by Lenders would result in the Aggregate Floorplan Loan plus the Interim Floorplan Loan exceeding the value of the Collateral advanced against thereunder or the Aggregate Floorplan Loan Facility, or (e) such remittances by Lenders may be made after the effective date of termination of the Aggregate Revolving Loan Facility or the Aggregate Floorplan Loan Facility, as the case may be, provided that, after giving effect to any such Advance, the Aggregate Revolving Loan Facility Limit and the Aggregate Floorplan Loan and Interim Floorplan Loan Advances shall not exceed the Aggregate Floorplan Loan Facility Limit. 7.8.3. In addition, with respect to any Defaulting Lender, until a payment or Advance is paid to Administrative Agents (with interest as described above), (a) such Defaulting Lender shall permit Administrative Agents the unconditional and irrevocable right of setoff against any amounts (including payments of principal, interest, and fees, as well as indemnity payments) received by Administrative Agents hereunder for the benefit of any such Defaulting Lender, and (b) if such failure to pay shall continue for a period of three Business Days, result in any such Defaulting Lender forfeiting any right to vote on any matter that 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 Lenders’ Exposure); provided, however, once such a failure is cured, then such Lender shall, subsequent thereto, have all rights hereunder.

Administrative Agents’ Availability Assumption. 7.8.1. Unless Administrative Agent has 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 Agent Agents such Lender's prorata share ’s Pro-Rata Share of the Advance which Administrative Agent will 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 Agent Agents may assume that such Lender has made the required amount available to Administrative Agent Agents on the Advance Date and Administrative Agent Agents may, in reliance upon such assumption, make available to Borrower 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 Agent Agents by such Defaulting Lender on the Advance Date, Administrative Agent 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 Agent's Agents’ demand therefor, then Administrative Agent Agents shall promptly notify Borrower Reseller and the other Lenders and Borrower Reseller shall immediately pay such corresponding amount to Administrative AgentAgents within one (1) Business Day. Administrative Agent Agents shall also be entitled to recover, either from such defaulting Defaulting Lender or BorrowerReseller, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agent Agents to Borrower Reseller to the date such corresponding amount is recovered by Administrative AgentAgents, at a rate per annum equal to either (ia) if paid by such Lender, the cost to Administrative Agent Agents of funding such amount at the Federal Funds Rate, or (iib) if paid by BorrowerReseller, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its prorata share Pro-Rata Share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its prorata share Pro-Rata Share thereof. 7.8.2. Each remittance or payment or Advance required to be made by a Lender shall be made in accordance with its Pro-Rata Share and shall be made notwithstanding that (a) the amount of the aggregate of such remittances by Lenders may not be in the minimum amount for Revolving Loan Advances or Floorplan Loan Advances or otherwise required hereunder, (b) any conditions to Advances in Section 10 may not be then satisfied, (c) there is an Existing Default, (d) the aggregate amount of such remittances by Lenders would result in the Aggregate Revolving Loan exceeding the Revolving Loan Maximum Available Amount, or the aggregate amount of such remittances by Lenders would result in the Aggregate Floorplan Loan plus the Interim Floorplan Loan exceeding the value of the Collateral advanced against thereunder or the Aggregate Floorplan Loan Facility, or (e) such remittances by Lenders may be made after the effective date of termination of the Aggregate Revolving Loan Facility or the Aggregate Floorplan Loan Facility, as the case may be; provided, however, that in no event shall any Lender be required to make any such remittance that would result in the Revolving Loan of such Lender exceeding such Lender’s Revolving Loan Facility or the Floorplan Loan of such Lender exceeding such Lender’s Floorplan Loan Facility. 7.8.3. In addition, with respect to any Defaulting Lender, until a payment or Advance is paid to Administrative Agents (with interest as described above), (a) such Defaulting Lender shall permit Administrative Agents the unconditional and irrevocable right of setoff against any amounts (including payments of principal, interest, and fees, as well as indemnity payments) received by Administrative Agents hereunder for the benefit of any such Defaulting Lender, and (b) if such failure to pay shall continue for a period of three Business Days, result in any such Defaulting Lender forfeiting any right to vote on any matter that 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 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 three Business Day period specified in clause (b) above (other than by reason of events beyond the reasonable control of such Lender) three 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 Lenders’ Exposure).

Administrative Agents’ Availability Assumption. 5.5.1 Unless Administrative Agent has 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 Agent Agents such Lender's prorata share ’s Pro-Rata Share of the Advance which Administrative Agent will Agents may be obligated to make on the Advance Date, including, without limitation, any Advance that may be made based on the issuance of an Approval, Administrative Agent Agents may assume that such Lender has made the required amount available to Administrative Agent Agents on the Advance Date and Administrative Agent Agents may, in reliance upon such assumption, make available to Borrower Resellers a corresponding amount. Upon the occurrence of (a) the failure of any Lender to make immediately available its Pro-Rata Share of 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) or any other amount then owing hereunder by a Lender upon demand 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 Agent Agents by such Defaulting Lender on the Advance Date, Administrative Agent 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 Agent's Agents’ demand therefor, then Administrative Agent Agents shall promptly notify Borrower Borrowing Agent and the other Lenders and Borrower Resellers shall immediately pay such corresponding amount to Administrative AgentAgents within one (1) Business Day. Administrative Agent Agents shall also be entitled to recover, either from such defaulting Defaulting Lender or BorrowerResellers, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agent Agents to Borrower Resellers to the date such corresponding amount is recovered by Administrative AgentAgents, at a rate per annum equal to either (i) if paid by such Lender, the cost to Administrative Agent Agents of funding such amount at the Federal Funds Rate, or (ii) if paid by BorrowerResellers, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its prorata share Pro-Rata Share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its prorata share Pro-Rata Share thereof. 5.5.2 Each remittance or payment or Advance required to be made by a Lender shall be made in accordance with its Pro-Rata Share and shall be made notwithstanding that (i) any conditions to Advances in Section 8 may not be then satisfied, (ii) there is an Existing Default, (iii) the aggregate amount of such remittances by Lenders would result in the Aggregate Floorplan Loan plus the Interim Floorplan Loan exceeding the value of the Aggregate Floorplan Loan Facility, or (iv) such remittances by Lenders may be made after the effective date of termination of the Aggregate Floorplan Loan Facility; provided, however, that in no event shall any Lender be required to make any such remittance that would result in the Floorplan Loan of such Lender exceeding such Lender’s Floorplan Loan Facility. 5.5.3 In addition, with respect to any Defaulting Lender, until a payment or Advance is paid to Administrative Agents (with interest as described above), (i) such Defaulting Lender shall permit the Administrative Agents 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 Agents hereunder for the benefit of any such Defaulting Lender, and (ii) if such failure to pay shall continue for a period of three Business Days, result in any such Defaulting Lender forfeiting any right to vote on any matter that the Lenders are permitted to vote for hereunder (and the calculation of any requisite vote 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 three Business Day period specified in clause (ii) above (other than by reason of events beyond the reasonable control of such Lender) three or more times during the term hereof, such Lender shall permanently forfeit its right to vote hereunder (and the calculation of any requisite vote shall exclude such Defaulting Lender’s interest in the Lenders’ Exposure).

Administrative Agents’ Availability Assumption. 5.5.1 Unless Administrative Agent has 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 Agent Agents such Lender's prorata share ’s Pro-Rata Share of the Advance which Administrative Agent will Agents may be obligated to make on the Advance Date, including, without limitation, any Advance that may be made based on the issuance of an Approval, Administrative Agent Agents may assume that such Lender has made the required amount available to Administrative Agent Agents on the Advance Date and Administrative Agent Agents may, in reliance upon such assumption, make available to Borrower Resellers a corresponding amount. 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 Interim Channel Finance Loan (whether based on the issuance of an Approval or otherwise) or any other amount then owing hereunder by a Lender upon demand 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 Agent Agents by such Defaulting Lender on the Advance Date, Administrative Agent 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 Agent's Agents’ demand therefor, then Administrative Agent Agents shall promptly notify Borrower Borrowing Agent and the other Lenders and Borrower Resellers shall immediately pay such corresponding amount to Administrative AgentAgents within one (1) Business Day. Administrative Agent Agents shall also be entitled to recover, either from such defaulting Defaulting Lender or BorrowerResellers, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agent Agents to Borrower Resellers to the date such corresponding amount is recovered by Administrative AgentAgents, at a rate per annum equal to either (i) if paid by such Lender, the cost to Administrative Agent Agents of funding such amount at the Federal Funds Rate, or (ii) if paid by BorrowerResellers, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its prorata share Pro-Rata Share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its prorata share Pro-Rata Share thereof. 5.5.2 Each remittance or payment or Advance required to be made by a Lender shall be made in accordance with its Pro-Rata Share and shall be made notwithstanding that (i) any conditions to Advances in Section 8 may not be then satisfied, (ii) there is an Existing Default, (iii) the aggregate amount of such remittances by Lenders would result in the Aggregate Channel Finance Loan, plus the Interim Channel Finance Loan exceeding the value of the Aggregate Channel Finance Loan Facility, or (iv) such remittances by Lenders may be made after the effective date of termination of the Aggregate Channel Finance Loan Facility; provided, however, that in no event shall any Lender be required to make any such remittance that would result in the Channel Finance Loan of such Lender exceeding such Lender’s Channel Finance Loan Facility. 5.5.3 In addition, with respect to any Defaulting Lender, until a payment or Advance is paid to Administrative Agents (with interest as described above), (i) such Defaulting Lender shall permit the Administrative Agents 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 Agents hereunder for the benefit of any such Defaulting Lender, and (ii) if such failure to pay shall continue for a period of three Business Days, result in any such Defaulting Lender forfeiting any right to vote on any matter that the Lenders are permitted to vote for hereunder (and the calculation of any requisite vote 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 three Business Day period specified in clause (ii) above (other than by reason of events beyond the reasonable control of such Lender) three or more times during the term hereof, such Lender shall permanently forfeit its right to vote hereunder (and the calculation of any requisite vote shall exclude such Defaulting Lender’s interest in the Lenders’ Exposure).

Administrative Agents’ Availability Assumption. 7.5.1. Unless Administrative 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 Agent such Lender's prorata ’s pro-rata share of the Advance which Administrative Agent will may be obligated to make on the Advance Date, including, without limitation, any Advance that may be made based on the issuance of an Approval Administrative Agent may assume that such Lender has made the required amount available to Administrative Agent on the Advance Date and Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. Failure of any Lender to pay its pro-rata share 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), or any Revolving Loan or any other amount 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 Agent by such Defaulting Lender on the Advance Date, Administrative 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 Agent's ’s demand therefor, then Administrative Agent shall promptly notify Borrower and the other Lenders and Borrower shall immediately pay such corresponding amount to Administrative AgentAgent within one (1) Business Day. Administrative Agent shall also be entitled to recover, either from such defaulting Defaulting Lender or Borrower, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agent to Borrower to the date such corresponding amount is recovered by Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the cost to Administrative Agent of funding such amount at the Federal Funds Rate, or (ii) if paid by Borrower, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its prorata pro-rata share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its prorata pro-rata share thereof. 7.5.2. Each remittance or payment or Advance required to be made by a Lender shall be made in accordance with its pro-rata share and shall be made notwithstanding that (i) the amount of the aggregate of such remittances by Lenders may not be in the minimum amount for Revolving Loan Advances, or Floorplan Loan Advances or otherwise required hereunder, (ii) any conditions to Advances in Section 10 may not be then satisfied, (iii) there is an Existing Default, (iv) the aggregate amount of such remittances by Lenders would result in the Aggregate Revolving Loan exceeding the Maximum Available Amount or the aggregate amount of such remittances by Lenders would result in the Aggregate Floorplan Loan plus the Interim Floorplan Loan exceeding the value of the Collateral advanced against thereunder or the Aggregate Floorplan Loan Facility, or (v) such remittances by Lenders may be made after the Revolving Loan Maturity Date or the Floorplan Loan Maturity Date, as the case may be; provided, however, that in no event shall any Lender be required to make any such remittance that would result in the sum of the Revolving Loan of such Lender plus such Lender’s pro-rata share of the Letter of Credit Exposure exceeding such Lender’s Revolving Loan Commitment, or the Floorplan Loan of such Lender exceeding such Lender’s Floorplan Loan Facility. 7.5.3. In addition, with respect to any Defaulting Lender, until a payment or Advance is paid to Administrative Agent (with interest at described above), (i) such Defaulting Lender shall permit the 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 (ii) if such failure to pay shall continue for a period of three 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 three Business Day period specified in clause (ii) above (other than by reason of events beyond the reasonable control of such Lender) three 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. Unless Administrative 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 Agent such Lender's prorata pro rata share of the Advance which Administrative Agent will be obligated to make on the Advance Date, Administrative Agent may assume that such Lender has made the required amount available to Administrative Agent on the Advance Date and Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made immediately available to Administrative Agent by such Lender on the Advance Date, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount immediately upon Administrative Agent's demand therefor, then Administrative Agent shall promptly notify Borrower and the other Lenders and Borrower shall immediately pay such corresponding amount to Administrative Agent. Administrative Agent shall also be entitled to recover, either from such defaulting Lender or Borrower, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agent to Borrower to the date such corresponding amount is recovered by Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the cost to Administrative Agent of funding such amount at the Federal Funds Rate, or (ii) if paid by Borrower, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its prorata pro rata share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its prorata pro rata share thereof.

Administrative Agents’ Availability Assumption. 5.5.1 Unless Administrative Agent has 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 Agent Agents such Lender's prorata share ’s Pro-Rata Share of the Advance which Administrative Agent will Agents may be obligated to make on the Advance Date, including, without limitation, any Advance that may be made based on the issuance of an Approval, Administrative Agent Agents may assume that such Lender has made the required amount available to Administrative Agent Agents on the Advance Date and Administrative Agent Agents may, in reliance upon such assumption, make available to Borrower Resellers a corresponding amount. Failure of any Lender to make immediately available its Pro-Rata Share of 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) 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 Agent Agents by such Defaulting Lender on the Advance Date, Administrative Agent 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 Agent's Agents’ demand therefor, then Administrative Agent Agents shall promptly notify Borrower Borrowing Agent and the other Lenders and Borrower Resellers shall immediately pay such corresponding amount to Administrative AgentAgents within one (1) Business Day. Administrative Agent Agents shall also be entitled to recover, either from such defaulting Defaulting Lender or BorrowerResellers, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agent Agents to Borrower Resellers to the date such corresponding amount is recovered by Administrative AgentAgents, at a rate per annum equal to either (i) if paid by such Lender, the cost to Administrative Agent Agents of funding such amount at the Federal Funds Rate, or (ii) if paid by BorrowerResellers, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its prorata share Pro-Rata Share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its prorata share Pro-Rata Share thereof. 5.5.2 Each remittance or payment or Advance required to be made by a Lender shall be made in accordance with its Pro-Rata Share and shall be made notwithstanding that (i) any conditions to Advances in Section 8 may not be then satisfied, (ii) there is an Existing Default, (iii) the aggregate amount of such remittances by Lenders would result in the Aggregate Floorplan Loan plus the Interim Floorplan Loan exceeding the value of the Aggregate Floorplan Loan Facility, or (iv) such remittances by Lenders may be made after the effective date of termination of the Aggregate Floorplan Loan Facility; provided, however, that in no event shall any Lender be required to make any such remittance that would result in the Floorplan Loan of such Lender exceeding such Lender’s Floorplan Loan Facility. 5.5.3 In addition, with respect to any Defaulting Lender, until a payment or Advance is paid to Administrative Agents (with interest as described above), (i) such Defaulting Lender shall permit the Administrative Agents 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 Agents hereunder for the benefit of any such Defaulting Lender, and (ii) if such failure to pay shall continue for a period of three Business Days, result in any such Defaulting Lender forfeiting any right to vote on any matter that the Lenders are permitted to vote for hereunder (and the calculation of any requisite vote 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 three Business Day period specified in clause (ii) above (other than by reason of events beyond the reasonable control of such Lender) three or more times during the term hereof, such Lender shall permanently forfeit its right to vote hereunder (and the calculation of any requisite vote shall exclude such Defaulting Lender’s interest in the Lenders’ Exposure).

Administrative Agents’ Availability Assumption. (a) Unless the ---------------------------------------------- applicable Administrative Agent has shall have been given written notice notified by a any Lender by Written Notice prior to an Advance Date a borrowing date that such Lender does not intend to make immediately available to the Administrative Agent such Lender's prorata share pro rata portion of the Advance any Revolving Loan which Administrative Agent will it shall be obligated to make on such date, the Advance Date, Administrative Agent may assume that such Lender has made the required such amount available to the Administrative Agent on the Advance Date date for such borrowing and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made immediately available to the Administrative Agent by such Lender on such date of borrowing, the Advance Date, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such corresponding amount immediately forthwith upon the Administrative Agent's demand therefor, then the Administrative Agent shall promptly notify Borrower and the other Lenders and the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. . (b) The Administrative Agent shall also be entitled to recover, either recover from such defaulting Lender or Borrower, the Borrower interest on such corresponding amount for in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if paid by such Lender, the cost to the Administrative Agent of funding such amount at as notified in writing by the Federal Funds Rate, Administrative Agent to such Lender; or (iiy) if paid by the Borrower, the applicable rate for Base Rate Advances, Eurodollar Advances or Bankers' Acceptance Advances, as the Advance case may be. (c) In the event that any Lender shall fail to fund its pro rata share of any Revolving Loan made pursuant to Section 3.2 hereof or to purchase its letter of credit participation under Section 3.5 hereof, the applicable Administrative Agent on behalf of the relevant US Issuing Lender or CAN Issuing Lender shall be entitled to recover such amount on demand from such Lender. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower and the other Lenders thereof and the Borrower shall pay such amount to the applicable Administrative Agent. The applicable Administrative Agent on behalf of such US Issuing Lender or CAN Issuing Lender shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such amount in question determined respect of each day from the request therefordate such Revolving Loan was made or the date such purchase was to have been made, as the case may be, to the date such amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Lender, the cost to the relevant US Issuing Lender or CAN Issuing Lender of the payment of the drawing under the Letter of Credit for which such Revolving Loan was (or was to have been) made in the case of a Revolving Loan made pursuant to Section 3.2 hereof or a participation under Section 3.5 hereof, as the case may be, or (y) if paid by the Borrower, the applicable rate for Base Rate Advances. (d) Nothing herein shall be deemed to relieve any Lender from its obligation to fund its pro rata share of any Revolving Loan or to purchase any participation as required hereunder, or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default of any other Lender in respect of any other Lender's obligation to make its pro rata share of any Revolving Loans hereunder nor shall the US Revolving Commitment or the CAN Revolving Commitment of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated only to fund its prorata share of an Advance subject to the terms and conditions hereof, extent provided herein regardless of the failure of another any other Lender to fund fulfill its prorata share thereofobligations hereunder.

Administrative Agents’ Availability Assumption. Unless Administrative 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 Agent such Lender's prorata share Pro-Rata Share of the Advance any such Loan which Administrative Agent will be obligated to make on the Advance Datesuch date, Administrative Agent may assume that such Lender has made the required amount available to Administrative Agent on the Advance Date such date and Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made immediately available to Administrative Agent by such Lender on the Advance Datesuch date, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount immediately upon Administrative Agent's demand therefor, then Administrative Agent shall promptly notify Borrower and the other Lenders and Borrower shall immediately pay such corresponding amount to Administrative Agent. Administrative Agent shall also be entitled to recover, either from such defaulting Lender or Borrower, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agent to Borrower to the date such corresponding amount is recovered by Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the cost to Administrative Agent of funding such amount at the Federal Funds Rate, or (ii) if paid by Borrower, the applicable rate for the Advance Loan in question determined from the request therefor. Each Lender shall be obligated only to fund its prorata share 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 prorata share Pro-Rata Share thereof.

Administrative Agents’ Availability Assumption. 7.5.1. Unless Administrative 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 Agent such Lender's prorata ’s pro-rata share of the Advance which Administrative Agent will be obligated to make on the Advance Date, Administrative Agent may assume that such Lender has made the required amount available to Administrative Agent on the Advance Date and Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made immediately available to Administrative Agent by such Lender on the Advance Date, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount (or an amount demanded by Administrative Agent pursuant to Section 7.2. 2.1) immediately upon Administrative Agent's ’s demand therefor, then Administrative Agent shall promptly notify Borrower and the other Lenders and Borrower shall immediately pay such corresponding amount to Administrative Agent. Administrative Agent shall also be entitled to recover, either from such defaulting Lender (a Defaulting Lender) or Borrower, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agent to Borrower to the date such corresponding amount is recovered by Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the cost to Administrative Agent of funding such amount at the Federal Funds Rate, or (ii) if paid by Borrower, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its prorata pro-rata share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its prorata pro-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). 7.5.2. Unless Administrative Agent has been given written notice by Borrower prior to the date any payment to be made by it is due, that it does not intend to remit such payment, Administrative Agent may assume that the Borrower has timely remitted such payment and Administrative Agent may, in reliance upon such assumption, make available a corresponding amount or pro-rata portion thereof to the Persons entitled thereto. If such payment was not in fact remitted to the Administrative Agent in immediately available funds, then, each Lender shall immediately on demand repay to Administrative Agent the corresponding amount or pro-rata portion thereof made available to such Lender, together with interest thereon in respect of each day from the date such amount was made available by Administrative Agent to such Lender to the date such amount is repaid to Administrative Agent, at the Federal Funds Rate.