Common use of Financing Terms Clause in Contracts

Financing Terms. (a) Agent, Lenders and Dealers agree to set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial terms depend, in part, on factors which vary from time to time, including without limitation, the availability of Vendor discounts, payment terms or other incentives, Agent’s and Lenders’ floorplanning volume with Dealers and Vendor and other economic factors. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, will transmit, send or otherwise make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealers agree that a Dealer’s failure to notify Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent or otherwise made available to such Dealer shall constitute Dealers’ (i) acceptance of all terms thereof, (ii) agreement that the Lenders are financing such inventory at Dealers’ request, and (iii) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealers will pay Agent for the benefit of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealers have not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, and its rights under the termination provision contained herein. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with respect to any Loan which Lenders make to a Vendor on behalf of a Dealer, Agent may apply against any such amount owed to Vendor any amount Agent (or CDF) for the benefit of Lenders are owed from such Vendor for any such Lender Credit; provided, however, in the event Vendor does not remit any such Lender Credit, Dealers agree to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisions.

Financing Terms. (a) Agent, Lenders and Dealers agree to Certain financial terms of any Loan made under this Agreement are set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described hereinLetter. References to an “inventory In connection with financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial terms depend, in part, on factors which vary from time to time, including without limitation, the availability of Vendor discounts, payment terms or other incentives, Agent’s and Lenders’ floorplanning volume with Dealers and Vendor and other economic factors. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, will transmit, send transmit or otherwise make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by Agent to such Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advanceadvance as provided in this Agreement. Dealers agree that a Dealer’s failure to notify Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent transmitted or otherwise made available sent to such Dealer shall constitute Dealers’ (i) acceptance of all terms thereof, (ii) agreement that the Lenders are financing such inventory at Dealers’ request, and (iii) agreement that such Transaction Statement will be incorporated herein by referencereference to the extent not inconsistent with the terms hereof. To the extent any Transaction Statement is inconsistent with the terms hereof, this Agreement (including any applicable Program Terms Letter) shall govern and control. If any Dealer objects to the terms of any Transaction Statement, such Dealer and Agent, on behalf of Lenders, will work in good faith to resolve such objection within sixty (60) days after the applicable Transaction Statement is transmitted or otherwise sent to such Dealer. However, notwithstanding such objection, Dealers will pay Agent for the benefit on behalf of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealers have not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, and its rights under the termination provision contained hereinAgreement. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with With respect to any Loan which Lenders make advance made to a Vendor on behalf of a Dealer, Agent Agent, on behalf of any one or more Lenders, may apply against any such amount owed to Vendor any amount Agent (such Lender or CDF) for the benefit of Lenders are is owed from such Vendor for with respect to Free Floor Periods (each, a “Lender Credit”) or any other amounts such Lender Credit; provided, however, in or Lenders is owed from such Vendor. Notwithstanding the event Vendor does not remit any such Lender Creditforegoing, Dealers agree to pay the full amount reflected on any Transaction Statement. Notwithstanding anything to the contrary contained herein, including without limitation the provisions of such Lender Credit. Without Section 17 hereof, without the consent of the Lenders, CDF may change any aspect or portion of any Transaction Statement at any time; , provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisions.

Financing Terms. (a) Agent, Lenders and Dealers agree to Certain financial terms of any advance which Lender makes under this Agreement are not set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial herein because such terms depend, in part, on factors which vary from time to timevarious factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, Agent’s and Lenders’ Lender's floorplanning volume with one or more Dealers and Vendor and other economic factorsfactors which vary from time to time. Therefore, Lender and Dealers agree to set forth in this Agreement only the general terms of Dealers' financing arrangement with Lender. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, Lender will transmit, send or otherwise make available to such Dealer and Lenders a “"Transaction Statement” " which is a record that may be authenticated and transmitted, sent or otherwise made available by Lender to a Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealers agree that a Dealer’s Dealers' failure to notify Agent Lender in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent or otherwise made available to such a Dealer shall constitute Dealers’ ' (ia) acceptance of all terms thereof, (iib) agreement that the Lenders are Lender is financing such inventory at Dealers’ ' request, and (iiic) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealers will pay Agent for the benefit of Lenders Lender for such inventory in accordance with the most recent terms for similar inventory to which Dealers have not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, Lender and its rights under the termination provision contained herein. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with With respect to any Loan which Lenders make advance Lender makes to a Vendor on behalf of a Dealer, Agent Lender may apply against any such amount owed to Vendor any amount Agent (or CDF) for the benefit of Lenders are Lender is owed from such Vendor for any such with respect to Free Floor Periods (each a "Lender Credit; provided, however, in ") or any other amounts. Notwithstanding the event Vendor does not remit any such Lender Creditforegoing, Dealers agree to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of reflected on any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisionsStatement.

Financing Terms. (a) Agent, Lenders and Dealers agree to Certain financial terms of any advance which CDF makes under this Agreement are not set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial herein because such terms depend, in part, on factors which vary from time to timevarious factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, AgentCDF’s and Lenders’ floorplanning volume with Dealers Dealer and Vendor and other economic factorsfactors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDF. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, CDF will transmit, send transmit or otherwise make available send to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealers agree Dealer agrees that a Dealer’s failure to notify Agent CDF in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent transmitted or otherwise made available sent to such Dealer shall constitute Dealers’ Dealer’s (ia) acceptance of all terms thereof, (iib) agreement that the Lenders are CDF is financing such inventory at Dealers’ Dealer’s request, and (iiic) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealers Dealer will pay Agent for the benefit of Lenders CDF for such inventory in accordance with the most recent terms for similar inventory to which Dealers have Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, CDF and its rights under the termination provision contained herein. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with With respect to any Loan which Lenders make advance CDF makes to a Vendor on behalf of a Dealer, Agent CDF may apply against any such amount owed to Vendor vendor any amount Agent (or CDF) for the benefit of Lenders are CDF is owed from such Vendor for with respect to Free Floor Periods (each a “CDF Credit”) or any such Lender Credit; providedother amounts. Notwithstanding the foregoing, however, in the event Vendor does not remit any such Lender Credit, Dealers agree Dealer agrees to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of reflected on any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisionsStatement.

Financing Terms. (a) Agent, Lenders and Dealers agree to Certain financial terms of any advance which CDF makes under this Agreement are not set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial herein because such terms depend, in part, on factors which vary from time to timevarious factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, Agent’s and Lenders’ CDF's floorplanning volume with Dealers Dealer and Vendor and other economic factorsfactors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer's financing arrangement with CDF. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, CDF will transmit, send transmit or otherwise make available send to such Dealer and Lenders a “"Transaction Statement” " which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealers agree Dealer agrees that a Dealer’s failure to notify Agent CDF in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent transmitted or otherwise made available sent to such Dealer shall constitute Dealers’ Dealer's (ia) acceptance of all terms thereof, (iib) agreement that the Lenders are CDF is financing such inventory at Dealers’ Dealer's request, and (iiic) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealers Dealer will pay Agent for the benefit of Lenders CDF for such inventory in accordance with the most recent terms for similar inventory to which Dealers have Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, CDF and its rights under the termination provision contained herein. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with With respect to any Loan which Lenders make advance CDF makes to a Vendor on behalf of a Dealer, Agent CDF may apply against any such amount owed to Vendor any amount Agent (or CDF) for the benefit of Lenders are CDF is owed from such Vendor for with respect to Free Floor Periods (each a “CDF Credit”) or any such Lender Credit; providedother amounts. Notwithstanding the foregoing, however, in the event Vendor does not remit any such Lender Credit, Dealers agree Dealer agrees to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of reflected on any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisionsStatement.

Financing Terms. (a) Agent, Lenders and Dealers agree to Certain financial terms of any advance which CDF makes under this Agreement are not set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial herein because such terms depend, in part, on factors which vary from time to timevarious factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, AgentCDF’s and Lenders’ floorplanning volume with one or more Dealers and Vendor and other economic factorsfactors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDF. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, CDF will transmit, send transmit or otherwise make available send to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral Financed Assets financed and/or the advance made and the terms and conditions of repayment of such advanceadvance consistent with the terms of the floorplan program then made available to the Dealer by the applicable Vendor. Dealers agree Dealer agrees that a Dealer’s failure to notify Agent CDF in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent transmitted or otherwise made available sent to such Dealer shall constitute Dealers’ Dealer’s (ia) acceptance of all terms thereof, (iic) acceptance of such as an agreed upon debt, (c) agreement that the Lenders are CDF is financing such inventory at Dealers’ Dealer’s request, and (iiid) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealers Dealer will pay Agent for the benefit of Lenders CDF for such inventory in accordance with the most recent terms for similar inventory to which Dealers have Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law)objected, subject to termination of this Agreement by Agent, or, if applicable, Lenders, CDF and its rights under the termination provision contained herein. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with With respect to any Loan which Lenders make advance CDF makes to a Vendor on behalf of a Dealer, Agent CDF may apply against any such amount owed to Vendor any amount Agent (or CDF) for the benefit of Lenders are CDF is owed from such Vendor for with respect to Free Floor Periods (each a “CDF Credit”) or any such Lender Credit; provided, however, in other amounts. In the event Vendor does not remit any such Lender Credit, Dealers agree to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of any Transaction Statement at any time; provided that such change is not inconsistent with conflict between the terms and conditions of this Agreement or Section 2.26 of the Credit Agreement. If , and the terms and conditions of any Transaction Statement, the terms set forth in an issued Transaction Statement are revised as a result and conditions of entering into this Agreement or any future modification or amendment Section 2.26 of the terms Credit Agreement, as applicable, shall control. Dealer agrees to pay the full amount reflected on any Transaction Statement. In the event that CDF extends credit, and the Lenders do not have a Floorplan Payment Obligation with respect to any such extension of this Agreement credit (includingeach being a “Non-Lender Extension of Credit”), without limitationthen Dealer shall be obligated for the amount of all such Non-Lender Extensions of Credit, and the change provisions of interest rate from the rate reference in the Existing IFA Prior IFA, excluding all references to the rate reflected grant by Dealer of liens and security interests in this Agreement)its assets, Dealers agree that CDF shall not be required applicable to issue a revised Transaction Statement reflecting each such revisionsNon-Lender Extension of Credit and related Financed Assets.

Financing Terms. (a) Agent, Lenders Lender and Dealers Dealer agree to set forth in this Agreement only the general terms of the Dealer’s financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (with Lender as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial terms depend, in part, on factors which vary from time to time, including without limitation, the availability of Vendor discounts, payment terms or other incentives, AgentLender’s and Lenders’ floorplanning volume with Dealers Dealer and Vendor and other economic factors. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, Lender will transmit, send or otherwise make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealers agree Dealer agrees that a Dealer’s failure to notify Agent Lender in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent or otherwise made available to such Dealer shall constitute Dealers’ Dealer’s (ia) acceptance of all terms thereof, (iib) agreement that the Lenders are Lender is financing such inventory at Dealers’ Dealer’s request, and (iiic) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealers Dealer will pay Agent for the benefit of Lenders Lender for such inventory in accordance with the most recent terms for similar inventory to which Dealers have Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, Lender and its rights under the termination provision contained herein. To the extent Vendor program subsidies are applicable to Dealers’ Dealer’s financing program (each a “Lender Credit”), with respect to any Loan which Lenders make advance Lender makes to a Vendor on behalf of a Dealer, Agent Lender may apply against any such amount owed to Vendor any amount Agent (or CDF) for the benefit of Lenders are Lender is owed from such Vendor for any such Lender Credit; provided, however, in the event Vendor does not remit any such Lender Credit, Dealers agree Dealer agrees to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisions.

Financing Terms. (a) Agent, Lenders and Dealers agree to Certain financial terms of any advance which CDF makes under this Agreement not set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial herein because such terms depend, in part, on factors which vary from time to timevarious factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, AgentCDF’s and Lenders’ floorplanning volume with Dealers Dealer and Vendor and other economic factorsfactors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDF. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, CDF will transmit, send transmit or otherwise make available send to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealers agree Dealer agrees that a Dealer’s failure to notify Agent CDF in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent transmitted or otherwise made available sent to such Dealer shall constitute Dealers’ Dealer’s (ia) acceptance of all terms thereof, (iib) agreement that the Lenders are CDF is financing such inventory at Dealers’ Dealer’s request, and (iiic) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealers Dealer will pay Agent for the benefit of Lenders CDF for such inventory in accordance with the most recent terms for similar inventory to which Dealers have Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, CDF and its rights under the termination provision contained herein. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with With respect to any Loan which Lenders make advance CDF makes to a Vendor on behalf of a Dealer, Agent CDF may apply against any such amount owed to Vendor any amount Agent (or CDF) for the benefit of Lenders are CDF is owed from such Vendor for with respect to Free Floor Periods (each a “CDF Credit”) or any such Lender Credit; providedother amounts. Notwithstanding the foregoing, however, in the event Vendor does not remit any such Lender Credit, Dealers agree Dealer agrees to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of reflected on any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisionsStatement.

Financing Terms. (a) Agent, Lenders and Dealers agree to Certain financial terms of any advance which CDF makes under this Agreement are not set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial herein because such terms depend, in part, on factors which vary from time to timevarious factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, AgentCDF’s and Lenders’ floorplanning volume with one or more Dealers and Vendor and other economic factorsfactors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDF. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, CDF will transmit, send transmit or otherwise make available send to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral Financed Assets financed and/or the advance made and the terms and conditions of repayment of such advanceadvance consistent with the terms of the floorplan program then made available to the Dealer by the applicable Vendor. Dealers agree Dealer agrees that a Dealer’s failure to notify Agent CDF in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent transmitted or otherwise made available sent to such Dealer shall constitute Dealers’ Dealer’s (ia) acceptance of all terms thereof, (iib) acceptance of such as an agreed upon debt, (c) agreement that the Lenders are CDF is financing such inventory at Dealers’ Dealer’s request, and (iiid) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealers Dealer will pay Agent for the benefit of Lenders CDF for such inventory in accordance with the most recent terms for similar inventory to which Dealers have Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law)objected, subject to termination of this Agreement by Agent, or, if applicable, Lenders, CDF and its rights under the termination provision contained herein. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with With respect to any Loan which Lenders make advance CDF makes to a Vendor on behalf of a Dealer, Agent CDF may apply against any such amount owed to Vendor any amount Agent (or CDF) for the benefit of Lenders are CDF is owed from such Vendor for with respect to Free Floor Periods (each a “CDF Credit”) or any such Lender Credit; provided, however, in other amounts. In the event Vendor does not remit any such Lender Credit, Dealers agree to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of any Transaction Statement at any time; provided that such change is not inconsistent with conflict between the terms and conditions of this Agreement or Section 2.26 of the Credit Agreement. If , and the terms and conditions of any Transaction Statement, the terms set forth in an issued Transaction Statement are revised as a result and conditions of entering into this Agreement or any future modification or amendment Section 2.26 of the terms of this Agreement Credit Agreement, as applicable, shall control. Dealer agrees to pay the full amount reflected on any Transaction Statement. In the event that CDF extends credit, and the Lenders do not have a Floorplan Loan Payment Obligation (including, without limitation, the change of interest rate from the rate reference as such term is defined in the Existing IFA Credit Agreement) with respect to any such extension of credit (each being a “Non-Lender Extension of Credit”), then Dealer shall be obligated for the amount of all such Non-Lender Extensions of Credit, and the provisions of the Prior IFA, excluding all references to the rate reflected grant by Dealer of liens and security interests in this Agreement)its assets, Dealers agree that CDF shall not be required applicable to issue a revised Transaction Statement reflecting each such revisionsNon-Lender Extension of Credit and related Financed Assets.

Financing Terms. (a) Agent, Lenders and Dealers agree to Certain financial terms of any advance which CDF makes under this Agreement are not set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial herein because such terms depend, in part, on factors which vary from time to timevarious factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, AgentCDF’s and Lenders’ floorplanning floor planning volume with Dealers Dealer and Vendor and other economic factorsfactors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDF. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, CDF will transmit, send transmit or otherwise make available send to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealers agree Dealer agrees that a Dealer’s failure to notify Agent CDF in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent transmitted or otherwise made available sent to such Dealer shall constitute Dealers’ Dealer’s (ia) acceptance of all terms thereof, (iib) agreement that the Lenders are CDF is financing such inventory at Dealers’ Dealer’s request, and (iiic) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealers Dealer will pay Agent for the benefit of Lenders CDF for such inventory in accordance with the most recent terms for similar inventory to which Dealers have Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, CDF and its rights under the termination provision contained herein. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with With respect to any Loan which Lenders make advance CDF makes to a Vendor on behalf of a Dealer, Agent CDF may apply against any such amount owed to Vendor any amount Agent (or CDF) for the benefit of Lenders are CDF is owed from such Vendor for with respect to Free Floor Periods (each a “CDF Credit”) or any such Lender Credit; providedother amounts. Notwithstanding the foregoing, however, in the event Vendor does not remit any such Lender Credit, Dealers agree Dealer agrees to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of reflected on any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisionsStatement.

Financing Terms. (a) Agent, Lenders and Dealers agree to Certain financial terms of any advance which CDF makes under this Agreement are not set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial herein because such terms depend, in part, on factors which vary from time to timevarious factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, AgentCDF’s and Lenders’ floorplanning volume with Dealers Dealer and Vendor and other economic factorsfactors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDF. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, CDF will transmit, send transmit or otherwise make available send to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealers agree Dealer agrees that a Dealer’s failure to notify Agent CDF in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent transmitted or otherwise made available sent to such Dealer shall constitute Dealers’ Dealer’s (ia) acceptance of all terms thereof, (iib) agreement that the Lenders are CDF is financing such inventory at Dealers’ Dealer’s request, and (iiic) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealers Dealer will pay Agent for the benefit of Lenders CDF for such inventory in accordance with the most recent terms for similar inventory to which Dealers have Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, CDF and its rights under the termination provision contained herein. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with With respect to any Loan which Lenders make advance CDF makes to a Vendor on behalf of a Dealer, Agent CDF may apply against any such amount owed to Vendor any amount Agent (or CDF) for the benefit of Lenders are CDF is owed from such Vendor for with respect to Free Floor Periods (each a “CDF Credit”) or any such Lender Credit; providedother amounts notwithstanding the foregoing, however, in the event Vendor does not remit any such Lender Credit, Dealers agree Dealer agrees to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of reflected on any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisionsStatement.

Financing Terms. (a) Agent, Lenders and Dealers agree to Certain financial terms of any Loan made under this Agreement are set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described hereinLetter. References to an “inventory In connection with financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial terms depend, in part, on factors which vary from time to time, including without limitation, the availability of Vendor discounts, payment terms or other incentives, Agent’s and Lenders’ floorplanning volume with Dealers and Vendor and other economic factors. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, will transmit, send transmit or otherwise make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by Agent to such Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advanceadvance as provided in this Agreement. Dealers agree that a Dealer’s failure to notify Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent transmitted or otherwise made available sent to such Dealer shall constitute Dealers’ (ia) acceptance of all terms thereof, (iib) agreement that the Lenders are financing such inventory at Dealers’ request, and (iiic) agreement that such Transaction Statement will be incorporated herein by referencereference to the extent not inconsistent with the terms hereof. To the extent any Transaction Statement is inconsistent with the terms hereof, this Agreement (including any applicable Program Terms Letter) shall govern and control. If any Dealer objects to the terms of any Transaction Statement, such Dealer and Agent, on behalf of Lenders, will work in good faith to resolve such objection within sixty (60) days after the applicable Transaction Statement is transmitted or otherwise sent to such Dealer. However, notwithstanding such objection, Dealers will pay Agent for the benefit on behalf of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealers have not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, and its rights under the termination provision contained hereinAgreement. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with With respect to any Loan which Lenders make advance made to a Vendor on behalf of a Dealer, Agent Agent, on behalf of any one Second Amended and Restated Inventory Financing Agreement 9 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. or more Lenders, may apply against any such amount owed to Vendor any amount Agent (such Lender or CDF) for the benefit of Lenders are is owed from such Vendor for with respect to Free Floor Periods (each, a “Lender Credit”) or any other amounts such Lender Credit; provided, however, in or Lenders is owed from such Vendor. Notwithstanding the event Vendor does not remit any such Lender Creditforegoing, Dealers agree to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of reflected on any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisionsStatement.

Financing Terms. (a) Agent, Lenders and Dealers agree to set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial terms depend, in part, on factors which vary from time to time, including without limitation, the availability of Vendor discounts, payment terms or other incentives, Agent’s and Lenders’ floorplanning volume with Dealers and Vendor and other economic factors. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, will transmit, send or otherwise make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealers agree that a Dealer’s failure to notify Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent or otherwise made available to such Dealer shall constitute Dealers’ (i) acceptance of all terms thereof, (ii) agreement that the Lenders are financing such inventory at Dealers’ request, and (iii) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealers will pay Agent for the benefit of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealers have not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, and its rights under the termination provision contained herein. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with respect to any Loan which Lenders make to a Vendor on behalf of a Dealer, Agent may apply against any such amount owed to Vendor any amount Agent (or CDF) for the benefit of Lenders are owed from such Vendor for any such Lender Credit; provided, however, in the event Vendor does not remit any such Lender Credit, Dealers agree to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisions.

Financing Terms. (a) Agent, Lenders and Dealers agree to Certain financial terms of any Loan made under this Agreement are set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described hereinLetter. References to an “inventory In connection with financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial terms depend, in part, on factors which vary from time to time, including without limitation, the availability of Vendor discounts, payment terms or other incentives, Agent’s and Lenders’ floorplanning volume with Dealers and Vendor and other economic factors. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, will transmit, send transmit or otherwise make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by Agent to such Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advanceadvance as provided in this Agreement. Dealers agree that a Dealer’s failure to notify Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent transmitted or otherwise made available sent to such Dealer shall constitute Dealers’ (i) acceptance of all terms thereof, (ii) agreement that the Lenders are financing such inventory at Dealers’ request, and (iii) agreement that such Transaction Statement will be incorporated herein by referencereference to the extent not inconsistent with the terms hereof. To the extent any Transaction Statement is inconsistent with the terms hereof, this Agreement (including any applicable Program Terms Letter) shall govern and control. If any Dealer objects to the terms of any Transaction Statement, such Dealer and Agent, on behalf of Lenders, will work in good faith to resolve such objection within sixty (60) days after the applicable Transaction Statement is transmitted or otherwise sent to such Dealer. However, notwithstanding such objection, Dealers will pay Agent for the benefit on behalf of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealers have not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, and its rights under the termination provision contained hereinAgreement. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with With respect to any Loan which Lenders make advance made to a Vendor on behalf of a Dealer, Agent Agent, on behalf of any one or more Lenders, may apply against any such amount owed to Vendor any amount Agent (such Lender or CDF) for the benefit of Lenders are is owed from such Vendor for with respect to Free Floor Periods (each, a “Lender Credit”) or any other amounts such Lender Credit; provided, however, in or Lenders is owed from such Vendor. Notwithstanding the event Vendor does not remit any such Lender Creditforegoing, Dealers agree to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of reflected on any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisionsStatement.

Financing Terms. (a) Agent, Lenders and Dealers agree to Certain financial terms of any advance which Lender makes under this Agreement are not set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial herein because such terms depend, in part, on factors which vary from time to timevarious factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, Agent’s and Lenders’ Lender's floorplanning volume with Dealers Dealer and Vendor and other economic factorsfactors which vary from time to time. Therefore, Lender and Dealer agree to set forth in this Agreement only the general terms of Dealer's financing arrangement with Lender. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, Lender will transmit, send or otherwise make available to such Dealer and Lenders a “"Transaction Statement” " which is a record that may be authenticated and transmitted, sent or otherwise made available by Lender to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealers agree Dealer agrees that a Dealer’s failure to notify Agent Lender in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent or otherwise made available to such Dealer shall constitute Dealers’ Dealer's (ia) acceptance of all terms thereof, (iib) agreement that the Lenders are Lender is financing such inventory at Dealers’ Dealer's request, and (iiic) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealers Dealer will pay Agent for the benefit of Lenders Lender for such inventory in accordance with the most recent terms for similar inventory to which Dealers have Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, Lender and its rights under the termination provision contained herein. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with With respect to any Loan which Lenders make advance Lender makes to a Vendor on behalf of a Dealer, Agent Lender may apply against any such amount owed to Vendor any amount Agent (or CDF) for the benefit of Lenders are Lender is owed from such Vendor for any such with respect to Free Floor Periods (each a “Lender Credit; provided”) or any other amounts. Notwithstanding the foregoing, however, in the event Vendor does not remit any such Lender Credit, Dealers agree Dealer agrees to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of reflected on any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisionsStatement.

Financing Terms. (a) Agent, Lenders and Dealers agree to Certain financial terms of any Loan made under this Agreement are set forth in this Agreement only the general terms of the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement, shall be set forth in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described hereinLetter. References to an “inventory In connection with financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial terms depend, in part, on factors which vary from time to time, including without limitation, the availability of Vendor discounts, payment terms or other incentives, Agent’s and Lenders’ floorplanning volume with Dealers and Vendor and other economic factors. Upon agreeing to finance an item of inventory for any Dealer, Agent, on behalf of the Lenders, will transmit, send transmit or otherwise make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by Agent to such Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advanceadvance as provided in this Agreement. Dealers agree that a Dealer’s failure to notify Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted, sent transmitted or otherwise made available sent to such Dealer shall constitute Dealers’ (ia) acceptance of all terms thereof, (iib) agreement that the Lenders are financing such inventory at Dealers’ request, and (iiic) agreement that such Transaction Statement will be incorporated herein by referencereference to the extent not inconsistent with the terms hereof. To the extent any Transaction Statement is inconsistent with the terms hereof, this Agreement (including any applicable Program Terms Letter) shall govern and control. If any Dealer objects to the terms of any Transaction Statement, such Dealer and Agent, on behalf of Lenders, will work in good faith to resolve such objection within sixty (60) days after the applicable Transaction Statement is transmitted or otherwise sent to such Dealer. However, notwithstanding such objection, Dealers will pay Agent for the benefit on behalf of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealers have not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by Agent, or, if applicable, Lenders, and its rights under the termination provision contained hereinAgreement. To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with With respect to any Loan which Lenders make advance made to a Vendor on behalf of a Dealer, Agent Agent, on behalf of any one or more Lenders, may apply against any such amount owed to Vendor any amount Agent (such Lender or CDF) for the benefit of Lenders are is owed from such Vendor for with respect to Free Floor Periods (each, a “Lender Credit”) or any other amounts such Lender Credit; provided, however, in or Lenders is owed from such Vendor. Notwithstanding the event Vendor does not remit any such Lender Creditforegoing, Dealers agree to pay the full amount of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of reflected on any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisionsStatement.