Common use of Calculation of Charges Clause in Contracts

Calculation of Charges. (a) Dealers shall pay fees, charges and interest (collectively, “Charges”) with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms Letter. Dealers shall pay Agent its customary Charges for any check or other item which is returned unpaid to Agent. Unless otherwise provided in this Agreement, the following additional provisions shall be applicable to Charges: (i) all Charges shall be paid by Dealers monthly pursuant to the terms of the billing statement in which such Charges appear; (ii) interest on each advance and principal amount of the Obligations related thereto shall be computed each calendar month on the sum of the daily balances thereof during such month divided by thirty (30) and (A) in the case where a monthly rate of interest is provided for, multiplied by the monthly rate provided for in this Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by such daily rate and multiplied by thirty (30); (iii) interest on an advance shall begin to accrue on the “Start Date” which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoice; or (B) the date any one or more Lenders make such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor Period, then Dealers shall pay such interest to Agent on behalf of Lenders on demand as if there were no Free Floor Period with respect to such inventory; (iv) for the purpose of computing Charges, any payment will be credited pursuant to Agent’s payment recognition policy, as in effect from time to time; and (v) advances or any part thereof not paid when due (and Charges not paid when due, at the option of Agent, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate. (b) Agent and Lenders intend to strictly conform to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction Statement, or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment (other than payments which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and the effect thereof, and (iii) spread the total amount of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. Agent will recognize and credit payments made by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ CDF representative or the Agent website, or will be communicated by Agent to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statement.

Calculation of Charges. (a) Dealers Dealer shall pay fees, charges and interest (collectively, “Charges”) with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms LetterAgreement. Dealers Dealer shall pay Agent CDF its customary Charges Charge for any check or other item which is returned unpaid to Agentby CDF. Unless otherwise provided in this the Agreement, the following additional provisions shall be applicable to Chargeschange: (i) any reference to: (a) “Prime Rate” shall mean for any calendar month the highest “prime rate” published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; (b) “One month Libor” rate shall mean for any calendar month the “One month Libor” rate published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; and/or (c) “Three month Libor” rate shall mean for any calendar month the “Three month Libor” rate published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; (ii) all Charges shall be paid by Dealers Dealer monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each advance and principal amount of the Obligations Obligation related thereto shall be computed each calendar month on the sum of the daily balances thereof during such month divided by thirty (30) and (A) in the case where a monthly rate of interest is provided for, multiplied by the monthly rate provided for in this Agreement; the Agreement or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this the Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by such daily rate and multiplied by thirty (30); (iiiiv) interest on an advance shall begin to accrue on the “Start Date” Date which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoice; invoice, or (B) the ship date any one referred to in the Vendor’s invoice; or more Lenders make (C) the date CDF makes such advance; provided, however, if a Vendor fails to fully pay, by honoring or of paying any Lender CDF Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor PeriodPeriod (as defined below), then Dealers Dealer shall pay such interest to Agent on behalf of Lenders CDF on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to AgentCDF’s payment recognition policy, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of AgentCDF, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate (as defined below). For purposes of this Agreement, the following definitions shall apply: “Default Rate. (b) Agent and Lenders intend to strictly conform ” shall mean the default rate specified in Dealer’s financing program with CDF, if any, or if there is none so specified, at the lesser of 3% per annum above the rate in effect immediately prior to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction StatementDefault, or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent contract rate of interest permitted under applicable law, (i) characterize any non-principal payment (other than payments ; “Free floor Period” shall mean a period equal to the number of days during which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and a Vendor agrees to assume the effect thereof, and (iii) spread the total amount cost of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. Agent will recognize and credit payments made financing Collateral purchased by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ dealer by granting CDF representative or the Agent website, or will be communicated by Agent to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statementCDF Credit.

Calculation of Charges. (a) Dealers shall pay fees, charges and interest (collectively, “Charges”) with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms LetterAgreement. Dealers Dealer shall pay Agent its customary Charges Charge for any check or other item which is returned unpaid to Agent. Unless otherwise provided in this the Agreement, the following additional provisions shall be applicable to Charges: (i) any reference to “Prime Rate,” “One month Libor,” and/or “Three Month Libor” shall mean, for any calendar month, an interest rate (calculated on a 360-day year basis as set forth herein) equal to the highest “prime rate,” “One month Libor,” and/or “Three month Libor” rate, respectively, as published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; if for any reason such rate is no longer published in The Wall Street Journal, Agent shall select such replacement index as Agent in its sole discretion determines most closely approximates such rate; (ii) all Charges shall be paid by Dealers Dealer monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each advance and principal amount of the Obligations related thereto shall be computed for any period by dividing the interest rate provided in each calendar month on applicable Transaction Statement by 360 (the sum quotient of which is herein referred to as the daily balances thereof during such month divided “Daily Rate”), and then multiplying the Daily Rate by thirty (30) and either (A) in the case where a monthly rate of interest is provided foraverage principal balance outstanding during such period, multiplied by the monthly rate provided for in this Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by actual principal balance outstanding on each day during such daily rate and multiplied by thirty (30)period; (iiiiv) interest on an advance shall begin to accrue on the “Start Date” , which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoiceinvoice; or (B) the ship date referred to in the Vendor’s invoice; or (C) the date any one or more Lenders make such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor PeriodPeriod (as defined below), then Dealers shall pay such interest to Agent on behalf of Lenders Lenders, on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to Agent’s payment recognition policypolicies, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of Agent, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate (as defined below); and (vii) all interest rates provided or referenced in Transaction Statements, including all references to base rate, prime rate and additions to base rate or prime rate, are provided and referenced on the basis of a 360-day year. The method of calculating interest provided in this Section 11(a) (i.e., the interest rate calculated based on a year of 360 days, for the actual number of days elapsed) will result in a higher effective rate than the quoted numeric rate provided in the Transaction Statement. For purposes of this Agreement, the following definitions shall apply: “Default Rate. (b) Agent and Lenders intend to strictly conform ” shall mean the default rate specified in a Dealer’s financing program with any one or more Lenders, if any, or if there is none so specified, at the lesser of 3% per annum above the rate in effect immediately prior to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction StatementDefault, or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent contract rate of interest permitted under applicable law, (i) characterize any non-principal payment (other than payments ; “Free Floor Period” shall mean a period equal to the number of days during which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and a Vendor agrees to assume the effect thereof, and (iii) spread the total amount cost of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. financing Collateral purchased by a Dealer by granting Agent will recognize and credit payments made by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ CDF representative or the Agent website, or will be communicated by Agent to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statementLender Credit.

Calculation of Charges. (a) Dealers shall pay fees, charges and interest (collectively, “Charges”) with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms LetterAgreement. Dealers Dealer shall pay Agent its customary Charges Charge for any check or other item which is returned unpaid to Agent. Unless otherwise provided in this the Agreement, the following additional provisions shall be applicable to Charges: (i) any reference to “Prime Rate” shall mean, for any calendar month, an interest rate equal to the greater of (A) the highest “prime rate” as published in the “Money Rates” column of The Wall Street Journal, or in such other publication, website or electronic source as Agent, in its sole discretion, may select, on or about the first Business Day of such month, rounded to such number of decimal places as selected by Agent, or (B) the Minimum (as defined below); if for any reason such rate is no longer published in The Wall Street Journal, Agent shall select such replacement index as Agent in its sole discretion determines most closely approximates such rate; (ii) all Charges shall be paid by Dealers Dealer monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each advance and principal amount of the Obligations related thereto shall be computed for any period by dividing the interest rate provided in each calendar month on applicable Transaction Statement by 360 (the sum quotient of which is herein referred to as the daily balances thereof during such month divided “Daily Rate”), and then multiplying the Daily Rate by thirty (30) and either (A) in the case where a monthly rate of interest is provided foraverage principal balance outstanding during such period, multiplied by the monthly rate provided for in this Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by actual principal balance outstanding on each day during such daily rate and multiplied by thirty (30)period; (iiiiv) interest on an advance shall begin to accrue on the “Start Date” , which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoice's invoice; or (B) the ship date referred to in the Vendor’s invoice; or (C) the date any one or more Lenders make such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor PeriodPeriod (as defined below), then Dealers shall pay such interest to Agent on behalf of Lenders Lenders, on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to Agent’s payment recognition policypolicies, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of Agent, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate. Rate (as defined below); and (vii) all interest rates provided or referenced in Transaction Statements, including all references to base rate, prime rate, or Adjusted 30-Day Average SOFR and additions to base rate,prime rate, or Adjusted 30-Day Average SOFR are provided and referenced on the basis of a 360-day year. The method of calculating interest provided in this Section 11(a) (i.e., the interest rate calculated based on a year of 360 days, for the actual number of days elapsed) will result in a higher effective rate than the quoted numeric rate provided in the Transaction Statement. For purposes of this Agreement, the following definitions shall apply: “Minimum” shall mean the greater of (a) zero percent (0%) or (b) such other minimum amount as may be identified on the applicable Transaction Statement or notice provided by Agent and Lenders intend to strictly conform Dealers pursuant to the usury laws governing this Agreement. Regardless of ; “Default Rate” shall mean the default rate specified in a Dealer’s financing program with any provision contained hereinone or more Lenders, in any Transaction Statementif any, or if there is none so specified, at the lesser of 3% per annum above the rate in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount effect immediately prior to the reduction of the unpaid principal balance which any Dealer owesDefault, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent contract rate of interest permitted under applicable law, (i) characterize any non-principal payment (other than payments ; “Free Floor Period” shall mean a period equal to the number of days during which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and a Vendor agrees to assume the effect thereof, and (iii) spread the total amount cost of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. financing Collateral purchased by a Dealer by granting Agent will recognize and credit payments made by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ CDF representative or the Agent website, or will be communicated by Agent to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statementLender Credit.

Calculation of Charges. (a) Dealers shall pay fees, charges and interest (collectively, “Charges”) with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms Letter. Dealers shall pay Agent its customary Charges for any check or other item which is returned unpaid to Agent. Unless otherwise provided in this Agreement, the following additional provisions shall be applicable to Charges: (i) any reference to “One month Libor” rate shall mean for any calendar month the “One month Libor” rate published in the “Money Rates” Second Amended and Restated Inventory Financing Agreement 16 KCP-4616003-20 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. column of The Wall Street Journal on the first Business Day of such month; (ii) all Charges shall be paid by Dealers monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each advance and principal amount of the Obligations related thereto shall be computed each calendar month on the sum of the daily balances thereof during such month divided by thirty (30) and (A) in the case where a monthly rate of interest is provided for, multiplied by the monthly rate provided for in this Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by such daily rate and multiplied by thirty (30); (iiiiv) interest on an advance shall begin to accrue on the “Start Date” which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoice; or (B) the ship date referred to in the Vendor’s Invoice; or (C) the date any one or more Lenders make such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor Period, then Dealers shall pay such interest to Agent on behalf of Lenders on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to Agent’s payment recognition policy, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of Agent, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate. (b) Agent and Lenders intend to strictly conform to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction Statement, or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment (other than payments which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and the effect thereof, and (iii) spread the total amount of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. Agent will recognize and credit payments made by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ CDF representative or the Agent website, or will be communicated by Agent to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statement.

Calculation of Charges. (a) Dealers shall pay fees, charges and interest (collectively, “Charges”) with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms Letter. Dealers shall pay Agent CDF its customary Charges for any check or other item which is returned unpaid to AgentCDF. Unless otherwise provided in this Agreement, the following additional provisions shall be applicable to Charges: (i) any reference to “One month Libor” rate shall mean for any calendar month the “One month Libor” rate published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; (ii) all Charges shall be paid by Dealers monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each advance and principal amount of the Obligations related thereto shall be computed each calendar month on the sum of the daily balances thereof during such month divided by thirty (30) and (A) in the case where a monthly rate of interest is provided for, multiplied by the monthly rate provided for in this Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by such daily rate and multiplied by thirty (30); (iiiiv) interest on an advance shall begin to accrue on the “Start Date” Date which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoiceinvoice; or (B) the ship date any one referred to in the Vendor’s invoice; or more Lenders make (C) the date CDF makes such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender CDF Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor PeriodPeriod (as defined below), then Dealers shall pay such interest to Agent on behalf of Lenders CDF on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to AgentCDF’s payment recognition policy, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of AgentCDF, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate (as defined below). For purposes of this Agreement, the following definitions shall apply: “Default Rate. (b) Agent and Lenders intend to strictly conform ” shall mean the lesser of 3% per annum above the rate in effect immediately prior to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction Statement, Default or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent contract rate of interest permitted under applicable law, (i) characterize any non-principal payment (other than payments ; “Free Floor Period” shall mean a period equal to the number of days during which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and a Vendor agrees to assume the effect thereof, and (iii) spread the total amount cost of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. Agent will recognize and credit payments made financing Collateral purchased by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ a Dealer by granting CDF representative or the Agent website, or will be communicated by Agent to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statementCDF Credit.

Calculation of Charges. (a) Dealers Dealer shall pay fees, charges and interest (collectively, “Charges”) with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms LetterAgreement. Dealers Dealer shall pay Agent CDF its customary Charges Charge for any check or other item which is returned unpaid to AgentCDF. Unless otherwise provided in this the Agreement, the following additional provisions shall be applicable to Charges: (i) any reference to: (a) “Prime Rate” shall mean for any calendar month the [***] “prime rate” published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; (b) “One month Libor” rate shall mean for any calendar month the “One month Libor” rate published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; and/or (c) “Three month Libor” rate shall mean for any calendar month the “Three month Libor” rate published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; (ii) all Charges shall be paid by Dealers Dealer monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each advance and principal amount of the Obligations related thereto shall be computed each calendar month on the sum of the daily balances thereof during such month divided by thirty (30) and (A) in the case where a monthly rate of interest is provided for, multiplied by the monthly rate provided for in this the Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this the Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by such daily rate and multiplied by thirty (30); (iiiiv) interest on an advance shall begin to accrue on the “Start Date” Date which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoiceinvoice; or (B) the ship date any one referred to in the Vendor’s invoice; or more Lenders make (C) the date CDF makes such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender CDF Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor PeriodPeriod (as defined below), then Dealers Dealer shall pay such interest to Agent on behalf of Lenders CDF on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to AgentCDF’s payment recognition policy, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, . at the option of AgentCDF, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate (as defined below), For purposes of this Agreement, the following definitions shall apply: “Default Rate. (b) Agent and Lenders intend to strictly conform ” shall mean the default rate specified in Dealer’s financing program with CDF, if any, or if there is none so specified, at the lesser of [***]% per annum above the rate in effect immediately prior to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction StatementDefault, or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent contract rate of interest permitted under applicable law, (i) characterize any non-principal payment (other than payments ; “Free Floor Period” shall mean a period equal to the number of days during which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and a Vendor agrees to assume the effect thereof, and (iii) spread the total amount cost of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. Agent will recognize and credit payments made financing Collateral purchased by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ Dealer by granting CDF representative or the Agent website, or will be communicated by Agent to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statement.CDF Credit

Calculation of Charges. (a) Dealers shall pay fees, charges and interest (collectively, “Charges”) with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms Letter. Dealers shall pay Agent its customary Charges for any check or other item which is returned unpaid to Agent. Unless otherwise provided in this Agreement, the following additional provisions shall be applicable to Charges: (i) any reference to “One month Libor” rate shall mean for any calendar month the “One month Libor” rate published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; (ii) all Charges shall be paid by Dealers monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each Fourth Amended and Restated Inventory Financing Agreement 15 KCP-8393129-10 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. advance and principal amount of the Obligations related thereto shall be computed each calendar month on the sum of the daily balances thereof during such month divided by thirty (30) and (A) in the case where a monthly rate of interest is provided for, multiplied by the monthly rate provided for in this Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by such daily rate and multiplied by thirty (30); (iiiiv) interest on an advance shall begin to accrue on the “Start Date” which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoice; or (B) the ship date referred to in the Vendor’s Invoice; or (C) the date any one or more Lenders make such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor Period, then Dealers shall pay such interest to Agent on behalf of Lenders on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to Agent’s payment recognition policy, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of Agent, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate. (b) Agent and Lenders intend to strictly conform to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction Statement, or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment (other than payments which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and the effect thereof, and (iii) spread the total amount of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. Agent will recognize and credit payments made by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ CDF representative or the Agent website, or will be communicated by Agent to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statement.

Calculation of Charges. (a) Dealers Dealer shall pay fees, charges and interest (collectively, “Charges”) with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms LetterAgreement. Dealers Dealer shall pay Agent Lender its customary Charges Charge for any check or other item which is returned unpaid to AgentLender. Unless otherwise provided in this the Agreement, the following additional provisions shall be applicable to Charges: (i) any reference to “Prime Rate,” “One month Libor,” and/or “Three Month Libor” shall mean, for any calendar month, an interest rate (calculated on a 360-day year basis as set forth herein) equal to the highest “prime rate,” “One month Libor,” and/or “Three month Libor” rate, respectively, as published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; If for any reason such rate is no longer published in The Wall Street Journal, Lender shall select such replacement index as Lender in its sole discretion determines most closely approximates such rate; (ii) all Charges shall be paid by Dealers Dealer monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each advance and principal amount of the Obligations related thereto shall be computed for any period by dividing the interest rate provided in each calendar month on applicable Transaction Statement by 360 (the sum quotient of which is herein referred to as the daily balances thereof during such month divided “Daily Rate”), and then multiplying the Daily Rate by thirty (30) and either (A) in the case where a monthly rate of interest is provided foraverage principal balance outstanding during such period, multiplied by the monthly rate provided for in this Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by actual principal balance outstanding on each day during such daily rate and multiplied by thirty (30)period; (iiiiv) interest on an advance shall begin to accrue on the “Start Date” , which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoiceinvoice; or (B) the ship date any one referred to in the Vendor’s invoice; or more Lenders make (C) the date Lender makes such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor PeriodPeriod (as defined below), then Dealers Dealer shall pay such interest to Agent on behalf of Lenders Lender on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to AgentLender’s payment recognition policypolicies, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of AgentLender, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate (as defined below); and (vii) all interest rates provided or referenced in Transaction Statements, including all references to base rate, prime rate and additions to base rate or prime rate, are provided and referenced on the basis of a 360-day year. The method of calculating interest provided in this Section 9(a) (i.e., the interest rate calculated based on a year of 360 days, for the actual number of days elapsed) will result in a higher effective rate than the quoted numeric rate provided in the Transaction Statement. For purposes of this Agreement, the following definitions shall apply: “Default Rate. (b) Agent and Lenders intend to strictly conform ” shall mean the default rate specified in Dealer’s financing program with Lender, if any, or if there is none so specified, at the lesser of 3% per annum above the rate in effect immediately prior to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction StatementDefault, or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent contract rate of interest permitted under applicable law, (i) characterize any non-principal payment (other than payments ; “Free Floor Period ” shall mean a period equal to the number of days during which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and a Vendor agrees to assume the effect thereof, and (iii) spread the total amount cost of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. Agent will recognize and credit payments made financing Collateral purchased by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ CDF representative or the Agent website, or will be communicated Dealer by Agent to Dealers by mail, courier or electronically in granting Lender a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statementLender Credit.

Calculation of Charges. (a) Dealers Dealer shall pay fees, charges and interest (collectively, “Charges”) with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms LetterAgreement. Dealers Dealer shall pay Agent CDF its customary Charges Charge for any check or other item which is returned unpaid to AgentCDF. Unless otherwise provided in this the Agreement, the following additional provisions shall be applicable to Charges: (i) any, reference to: (a) “Prime Rate” shall mean for any calendar month the highest “prime rate” published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; (b) “One month Libor” rate shall mean for any calendar month the “One month Libor” rate published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; and/or (c) “Three month Libor” rate shall mean for any calendar month the “Three month Libor” rate published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; (ii) all Charges shall be paid by Dealers Dealer monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each advance and principal amount of the Obligations related thereto shall be computed each calendar month on the sum of the daily balances thereof during such month divided by thirty (30) and (A) in the case where a monthly rate of interest is provided for, multiplied by the monthly rate provided for in this the Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this the Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by such daily rate and multiplied by thirty (30); (iiiiv) interest on an advance shall begin to accrue on the “Start Date” Date which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoiceinvoice; or (B) the ship date any one referred to in the Vendor’s invoice; or more Lenders make (C) the date CDF makes such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender CDF Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor PeriodPeriod (as defined below), then Dealers Dealer shall pay such interest to Agent on behalf of Lenders CDF on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to AgentCDF’s payment recognition policy, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of AgentCDF, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate (as defined below). For purposes of this Agreement, the following definitions shall apply: “Default Rate. (b) Agent and Lenders intend to strictly conform ” shall mean the default rate specified in Dealer’s financing program with CDF, if any, or if there is none so specified, at the lesser of 3% per annum above the rate in effect immediately prior to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction StatementDefault, or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent contract rate of interest permitted under applicable law, (i) characterize any non-principal payment (other than payments ; “Free Floor Period” shall mean a period equal to the number of days during which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and a Vendor agrees to assume the effect thereof, and (iii) spread the total amount cost of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. Agent will recognize and credit payments made financing Collateral purchased by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ Dealer by granting CDF representative or the Agent website, or will be communicated by Agent to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statementCDF Credit.

Calculation of Charges. (a) Dealers Dealer shall pay fees, charges and interest (collectively, “"Charges”") with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms LetterAgreement. Dealers Dealer shall pay Agent CDF its customary Charges Charge for any check or other item which is returned unpaid to AgentCDF. Unless otherwise provided in this the Agreement, the following additional provisions shall be applicable to Charges: (i) any reference to "Prime Rate" shall mean for any calendar month the highest "prime rate" published in the "Money Rates" column of the Wall Street Journal on the first Business Day of such month; (ii) all Charges shall be paid by Dealers Dealer monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each advance and principal amount of the Obligations related thereto shall be computed each calendar month on the sum of the daily balances thereof during such month divided by thirty (30) and (A) in the case where a monthly rate of interest is provided for, multiplied by the monthly rate provided for in this the Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this the Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by such daily rate and multiplied by thirty (30); (iiiiv) interest on an advance shall begin to accrue on the “Start Date” Date which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoice's invoice; or (B) the ship date any one referred to in the Vendor’s invoice; or more Lenders make (C) the date CDF makes such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender CDF Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor PeriodPeriod (as defined below), then Dealers Dealer shall pay such interest to Agent on behalf of Lenders CDF on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to AgentCDF’s payment recognition policy, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of AgentCDF, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate (as defined below). For purposes of this Agreement, the following definitions shall apply: “Default Rate. (b) Agent and Lenders intend to strictly conform ” shall mean the default rate specified in Dealer's financing program with CDF, if any, or if there is none so specified, at the lesser of 3% per annum above the rate in effect immediately prior to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction StatementDefault, or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent contract rate of interest permitted under applicable law, (i) characterize any non-principal payment (other than payments ; “Free Floor Period” shall mean a period equal to the number of days during which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and a Vendor agrees to assume the effect thereof, and (iii) spread the total amount cost of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. Agent will recognize and credit payments made financing Collateral purchased by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ Dealer by granting CDF representative or the Agent website, or will be communicated by Agent to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statementCDF Credit.

Calculation of Charges. (a) Dealers Dealer shall pay fees, charges and interest (collectively, “"Charges”") with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms LetterAgreement. Dealers Dealer shall pay Agent Lender its customary Charges Charge for any check or other item which is returned unpaid to AgentLender. Unless otherwise provided in this the Agreement, the following additional provisions shall be applicable to Charges: (i) any reference to: (a) "Prime Rate" shall mean for any calendar month the highest "prime rate" published in the "Money Rates" column of The Wall Street Journal on the first Business Day of such month; (b) "One month Libor" rate shall mean for any calendar month the "One month Libor" rate published in the "Money Rates" column of The Wall Street Journal on the first Business Day of such month; and/or (c) "Three month Libor" rate shall mean for any calendar month the "Three month Libor" rate published in the "Money Rates" column of The Wall Street Journal on the first Business Day of such month; (ii) all Charges shall be paid by Dealers Dealer monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each advance and principal amount of the Obligations related thereto shall be computed each calendar month on the sum of the daily balances thereof during such month divided by thirty (30) and (A) in the case where a monthly rate of interest is provided for, multiplied by the monthly rate provided for in this the Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this the Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by such daily rate and multiplied by thirty (30); (iiiiv) interest on an advance shall begin to accrue on the “Start Date” Date which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoice's invoice; or (B) the ship date any one referred to in the Vendor’s invoice; or more Lenders make (C) the date Lender makes such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor PeriodPeriod (as defined below), then Dealers Dealer shall pay such interest to Agent on behalf of Lenders Lender on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to AgentLender’s payment recognition policypolicies, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of AgentLender, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate (as defined below). For purposes of this Agreement, the following definitions shall apply: “Default Rate. (b) Agent and Lenders intend to strictly conform ” shall mean the default rate specified in Dealer's financing program with Lender, if any, or if there is none so specified, at the lesser of 3% per annum above the rate in effect immediately prior to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction StatementDefault, or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent contract rate of interest permitted under applicable law, (i) characterize any non-principal payment (other than payments ; “Free Floor Period” shall mean a period equal to the number of days during which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and a Vendor agrees to assume the effect thereof, and (iii) spread the total amount cost of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. Agent will recognize and credit payments made financing Collateral purchased by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ CDF representative or the Agent website, or will be communicated Dealer by Agent to Dealers by mail, courier or electronically in granting Lender a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statementLender Credit.

Calculation of Charges. (a) Dealers Dealer shall pay fees, charges and interest (collectively, “Charges”) with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms LetterAgreement. Dealers Dealer shall pay Agent CDF its customary Charges Charge for any check or other item which is returned unpaid to AgentCDF. Unless otherwise provided in this the Agreement, the following additional provisions shall be applicable to Charges: (i) any reference to: (a) “Prime Rate” shall mean for any calendar month the highest “prime rate” published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month, (b) “One month Libor” rate shall mean for any calendar month the “One month Libor” rate published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; and/or (c) “Three month Libor” rate shall mean for any calendar month the “Three month Libor” rate published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; (ii) all Charges shall be paid by Dealers Dealer monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each advance and principal amount of the Obligations related thereto shall be computed each calendar month on the sum of the daily balances thereof during such month divided by thirty (30) and (A) in the case where a monthly rate of interest is provided for, multiplied by the monthly rate provided for in this the Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this the Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by such daily rate and multiplied by thirty (30); (iiiiv) interest on an advance shall begin to accrue on the “Start Date” Date which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoice; or (B) the date any one or more Lenders make such advanceinvoice; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender CDF Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor PeriodPeriod (as defined below), then Dealers Dealer shall pay such interest to Agent on behalf of Lenders CDF on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to AgentCDF’s payment recognition policy, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of AgentCDF, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate (as defined below). For purposes of this Agreement, the following definitions shall apply: “Default Rate. (b) Agent and Lenders intend to strictly conform ” shall mean the Default rate specified in Dealer’s financing program with CDF, if any, or if there is none so specified, at the lesser of 3% per annum above the rate in effect immediately prior to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction StatementDefault, or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent contract rate of interest permitted under applicable law, (i) characterize any non-principal payment (other than payments ; “Free Floor Period” shall mean a period equal to the number of days during which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and a Vendor agrees to assume the effect thereof, and (iii) spread the total amount cost of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. Agent will recognize and credit payments made financing Collateral purchased by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ Dealer by granting CDF representative or the Agent website, or will be communicated by Agent to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statementCDF Credit.

Calculation of Charges. (a) Dealers shall pay fees, charges and interest (collectively, “Charges”) with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms Letter. Dealers shall pay Agent its customary Charges for any check or other item which is returned unpaid to Agent. Unless otherwise provided in this Agreement, the following additional provisions shall be applicable to Charges: (i) any reference to “One month Libor” rate shall mean for any calendar month the “One month Libor” rate published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; (ii) all Charges shall be paid by Dealers monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each advance and principal amount of the Obligations related thereto shall be computed each calendar month on the sum of the daily balances thereof during such month divided by thirty (30) and (A) in the case where a monthly rate of interest is provided for, multiplied by the monthly rate provided for in this Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by such daily rate and multiplied by thirty (30); (iiiiv) interest on an advance shall begin to accrue on the “Start Date” which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoice; or (B) the ship date referred to in the Vendor’s Invoice; or (C) the date any one or more Lenders make such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor Period, then Dealers shall pay such interest to Agent on behalf of Lenders on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to Agent’s payment recognition policy, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of Agent, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate. (b) Agent and Lenders intend to strictly conform to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction Statement, or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment (other than payments which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and the effect thereof, and (iii) spread the total amount of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. Agent will recognize and credit payments made by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ CDF representative or the Agent website, or will be communicated by Agent to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statement.

Calculation of Charges. (aDealer will pay finance charges to CDF on the outstanding principal debt which Dealer owes CDF for each item of Collateral financed by CDF at the rate(s) Dealers shall pay feesshown on the SOT for such Collateral, unless Dealer objects thereto as provided in Section 2. CDF will calculate such finance charges and interest (collectively, “Charges”) with respect to each advance by multiplying the Daily Charge by the actual number of days in the applicable billing period. Such finance charges will accrue from the invoice date of the Collateral identified on such SOT until CDF is paid in full in accordance with this Agreement and pursuant to the terms of the Program Terms Letter. Dealers shall pay Agent its customary Charges for any check or other item which is returned unpaid to Agent. Unless otherwise provided in this Agreement, the following additional provisions shall be applicable to Charges: (i) all Charges shall be paid by Dealers monthly pursuant to the terms of the billing statement in which such Charges appear; (ii) interest on each advance and principal amount of the Obligations related thereto shall be computed each calendar month on the sum of the daily balances thereof during such month divided by thirty (30) and (A) in the case where a monthly rate of interest is provided for, multiplied by the monthly rate provided for in this Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by such daily rate and multiplied by thirty (30); (iii) interest on an advance shall begin to accrue on the “Start Date” which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoice; or (B) the date any one or more Lenders make such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor Period, then Dealers shall pay such interest to Agent on behalf of Lenders on demand as if there were no Free Floor Period with respect to such inventory; (iv) for the purpose of computing Charges, any payment will be credited pursuant to AgentCDF’s payment recognition policy, and CDF applies such payment to Dealer’s principal debt as provided in effect from time to time; and this Agreement. The “Daily Charge” is the Daily Rate multiplied by the Average Daily Balance. The “Daily Rate” is the annual rate shown on the SOT divided by 360, or the monthly rate shown on the SOT divided by 30. The “Average Daily Balance” equals: (vi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of Agent, shall become part sum of the outstanding principal debt owed CDF on each day of a billing period for each item of Collateral identified on a SOT, divided by (ii) the actual number of days in such billing period. Dealer will pay CDF $100 (or such other amount as may be communicated pursuant to Section 11(b) below) for each check returned unpaid for insufficient funds (an “NSF check”) (such payment repays CDF’s estimated administrative costs; it does not waive the default caused by the NSF check). The annual percentage rate of the Obligations and) shall bear interest at finance charges for any item of Collateral financed by CDF will be calculated from the Default Rate. (b) Agent and Lenders intend invoice date of such Collateral, regardless of any period for which a third party pays a finance charge subsidy. CDF intends to strictly conform to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction StatementSOT, or in any other document, neither Agent nor any Lender CDF shall ever never be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender CDF ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender CDF will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent Dealer and each Lender CDF shall, to the maximum extent permitted under applicable law, : (iA) characterize any non-principal payment (other than payments which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, ; (iiB) exclude voluntary pre-payments and the effect thereof, ; and (iiiC) spread the total amount of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. Agent CDF will recognize and credit payments made by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent CDF payment recognition policies is available from Dealers’ Dealer’s CDF representative or representative, the Agent CDF website, or will be communicated by Agent pursuant to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statementSection 11(b) below.

Calculation of Charges. (a) Dealers shall pay fees, charges and interest (collectively, “Charges”) with respect to each advance in accordance with this Agreement and pursuant to the terms of the Program Terms LetterAgreement. Dealers Dealer shall pay Agent its customary Charges Charge for any check or other item which is returned unpaid to Agent. Unless otherwise provided in this the Agreement, the following additional provisions shall be applicable to Charges: (i) any reference to “Prime Rate,” “One month Libor,” and/or “Three Month Libor” shall mean, for any calendar month, an interest rate (calculated on a 360-day year basis as set forth herein) equal to the highest “prime rate,” “One month Libor,” and/or “Three month Libor” rate, respectively, as published in the “Money Rates” column of The Wall Street Journal on the first Business Day of such month; if for any reason such rate is no longer published in The Wall Street Journal, Agent shall select such replacement index as Agent in its sole discretion determines most closely approximates such rate; (ii) all Charges shall be paid by Dealers Dealer monthly pursuant to the terms of the billing statement in which such Charges appear; (iiiii) interest on each advance and principal amount of the Obligations related thereto shall be computed for any period by dividing the interest rate provided in each calendar month on applicable Transaction Statement by 360 (the sum quotient of which is herein referred to as the daily balances thereof during such month divided “Daily Rate”), and then multiplying the Daily Rate by thirty (30) and either (A) in the case where a monthly rate of interest is provided foraverage principal balance outstanding during such period, multiplied by the monthly rate provided for in this Agreement; or (B) in the case where an annual rate of interest is provided for, multiplied by one-twelfth of the annual rate provided for in this Agreement; or (C) in the case where a daily rate of interest is provided for, multiplied by actual principal balance outstanding on each day during such daily rate and multiplied by thirty (30)period; (iiiiv) interest on an advance shall begin to accrue on the “Start Date” , which shall be defined as the earlier of: (A) the invoice date referred to in the Vendor’s Invoice's invoice; or (B) the ship date referred to in the Vendor’s invoice; or (C) the date any one or more Lenders make such advance; provided, however, if a Vendor fails to fully pay, by honoring or paying any Lender Credit or otherwise, the interest or other cost of financing such inventory during the period between the Start Date and the end of the Free Floor PeriodPeriod (as defined below), then Dealers shall pay such interest to Agent on behalf of Lenders Lenders, on demand as if there were no Free Floor Period with respect to such inventory; (ivv) for the purpose of computing Charges, any payment will be credited pursuant to Agent’s payment recognition policypolicies, as in effect from time to time; and (vvi) advances or any part thereof not paid when due (and Charges not paid when due, at the option of Agent, shall become part of the principal amount of the Obligations and) shall bear interest at the Default Rate (as defined below); and (vii) all interest rates provided or referenced in Transaction Statements, including all references to base rate, prime rate and additions to base rate or prime rate, are provided and referenced on the basis of a 360-day year. The method of calculating interest provided in this Section 11(a) (i.e., the interest rate calculated based on a year of 360 days, for the actual number of days elapsed) will result in a higher effective rate than the quoted numeric rate provided in the Transaction Statement. For purposes of this Agreement, the following definitions shall apply: “Default Rate. (b) Agent and Lenders intend to strictly conform ” shall mean the default rate specified in a Dealer’s financing program with any one or more Lenders, if any, or if there is none so specified, at the lesser of 3% per annum above the rate in effect immediately prior to the usury laws governing this Agreement. Regardless of any provision contained herein, in any Transaction StatementDefault, or in any other document, neither Agent nor any Lender shall ever be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest, any amount in excess of the maximum amount allowed by applicable law. If Agent or any Lender ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, Agent or such Lender will apply such excess amount to the reduction of the unpaid principal balance which any Dealer owes, and then will pay any remaining excess to such Dealer. In determining whether the interest paid or payable exceeds the highest lawful rate, Dealers, Agent and each Lender shall, to the maximum extent contract rate of interest permitted under applicable law, (i) characterize any non-principal payment (other than payments ; “Free Floor Period” shall mean a period equal to the number of days during which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest, (ii) exclude voluntary pre-payments and a Vendor agrees to assume the effect thereof, and (iii) spread the total amount cost of interest throughout the entire term of this Agreement so that the interest rate is uniform throughout such term. financing Collateral purchased by a Dealer by granting Agent will recognize and credit payments made by check, ACH, federal wire, or other acceptable means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding Agent payment recognition policies is available from Dealers’ CDF representative or the Agent website, or will be communicated by Agent to Dealers by mail, courier or electronically in a separate writing or website posting, or set forth in a Transaction Statement and/or a monthly billing statementLender Credit.