Common use of Floor Plan Borrowing Procedure Clause in Contracts

Floor Plan Borrowing Procedure. (a) Any Floor Plan Borrower may request a Floor Plan Loan by either delivery of a Request for Borrowing (that is not a Draft) to the Floor Plan Agent no later than 10:00 a.m., Houston, Texas time, one (1) Business Day prior to the Borrowing Date or by delivery of a Draft to the Floor Plan Agent in accordance with the terms of the applicable Drafting Agreement. Delivery of a Request for Borrowing by a Floor Plan Borrower (other than a Draft) shall be deemed a certification that the conditions precedent set forth in Section 8.3 hereof have been satisfied as of such proposed Borrowing Date. (b) The aggregate principal amounts requested from time to time under Section 2.3(a) shall not exceed the Floor Plan Advance Limit for applicable type of Motor Vehicles being financed. (c) Notwithstanding the foregoing, (i) Intentionally omitted; (ii) if, in the case of a Request for Borrowing which is not a Draft, on any day the conditions precedent set forth in Section 8.3 have been satisfied or, in the case of a Request for Borrowing which is a Draft, on any day: (A) the sum of (x) the aggregate principal amount of a Request for Borrowing of a Floor Plan Loan, and (y) the aggregate principal amount of all other Floor Plan Loans then outstanding exceeds the Floor Plan Tranche Amount and (B) such Request for Borrowing is less than the available Swing Line Commitment, then that excess portion of the Borrowing shall constitute a Swing Line Loan and shall be disbursed in accordance with the provisions of Article IV; and (iii) if a Draft is presented for payment, the payment of which would cause (x) the aggregate principal amount of all Floor Plan Loans then outstanding, plus (y) the aggregate principal amount of all Swing Line Loans then outstanding, plus (z) the aggregate principal amount of all Requests for Borrowings of Floor Plan Loans outstanding as of such day to exceed the aggregate Floor Plan Loan Commitments as of such day, then, in such event: (A) the Company may either immediately reduce any pending Request for Borrowing or make a payment of principal on the outstanding Floor Plan Loans and/or Swing Line Loans in an amount which would prevent the aggregate amounts described in (x), (y) and (z) of this clause (iii) from exceeding the aggregate Floor Plan Loan Commitments; or (B) the Company may request an increase in the aggregate Floor Plan Loan Commitments by converting a portion of the unused Acquisition Loan Commitments pursuant to Section 5.5(b) or by reversing a prior conversion of the Floor Plan Loan Commitments pursuant to Section 5.5(c), and, in either case, such Request for Borrowing shall be funded to the extent of such increase; or (C) if the Company does not elect to act under clause (A) or (B) above and if there is a Reserve Commitment available under Section 3.4, then the aggregate Floor Plan Loan Commitments shall be increased by the amount of such Reserve Commitment, and such Draft shall be funded to the extent of such increase; or (D) if there is no Reserve Commitment available, such Draft shall be deemed for all purposes a Swing Line Overdraft Loan Borrowing Request (each a “Swing Line Overdraft Borrowing Request”) and such Borrowing shall constitute a Swing Line Overdraft Loan (each, a “Swing Line Overdraft Loan”) to be disbursed and subject to the provisions of Section 4.6. (iv) if a Draft has been submitted it shall constitute a Request for Borrowing and shall be funded as a Floor Plan Loan, a Swing Line Loan or a Swing Line Overdraft Loan as described above, regardless of whether any conditions or requirements to the making of a Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied unless the Floor Plan Agent and/or Swing Line Bank have suspended or terminated the Drafting Agreement to which such Draft relates in accordance with this Agreement. (v) each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts in the same manner as any other Request for Borrowing under this Article II regardless of whether any conditions or requirements to the making of a Floor Plan Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied except as to that portion of a Floor Plan Loan resulting from a Draft issued under a Drafting Agreement which was previously suspended or terminated in accordance with this Agreement; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to have purchased from the Floor Plan Agent a participation interest in the amount of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments). (d) Each of the Floor Plan Borrowers hereby authorizes the Floor Plan Agent to disburse Floor Plan Loans and the Swing Line Bank to disburse Swing Line Loans and Swing Line Overdraft Loans pursuant to Requests for Borrowing received by the Floor Plan Agent and/or the Swing Line Bank as set forth above, including but not limited to Requests for Borrowing received via telephone, the Platform or a Draft. Each of the Floor Plan Borrowers acknowledges and agrees that the applicable Floor Plan Borrower shall bear all risk of loss resulting from disbursements made from Requests for Borrowing received by the Floor Plan Agent or the Swing Line Bank via the telephone, the Platform or a Draft.

Floor Plan Borrowing Procedure. (a) Any Floor Plan Borrower may request a Floor Plan Loan by either delivery of a Request for Borrowing (that is not a Draft) to the Floor Plan Agent no later than 10:00 a.m., Houston, Texas time, one (1) Business Day prior to the Borrowing Date or by delivery of a Draft to the Floor Plan Agent in accordance with the terms of the applicable Drafting Agreement. Delivery of a Request for Borrowing by a Floor Plan Borrower (other than a Draft) shall be deemed a certification that the conditions precedent set forth in Section 8.3 hereof have been satisfied as of such proposed Borrowing Date. (b) The aggregate principal amounts requested from time to time under Section 2.3(a) shall not exceed the Floor Plan Advance Limit for applicable type of Motor Vehicles being financed. (c) Notwithstanding the foregoing, (i) Intentionally omitted; (ii) if, in the case of a Request for Borrowing which is not a Draft, on any day the conditions precedent set forth in Section 8.3 have been satisfied or, in the case of a Request for Borrowing which is a Draft, on any day: (A) the sum of (x) the aggregate principal amount of a Request for Borrowing of a Floor Plan Loan, and (y) the aggregate principal amount of all other Floor Plan Loans then outstanding exceeds the Floor Plan Tranche Amount and (B) such Request for Borrowing is less than the available Swing Line Commitment, then that excess portion of the Borrowing shall constitute a Swing Line Loan and shall be disbursed in accordance with the provisions of Article IV; and (iii) if a Draft is presented for payment, the payment of which would cause (x) the aggregate principal amount of all Floor Plan Loans then outstanding, plus (y) the aggregate principal amount of all Swing Line Loans then outstanding, plus (z) the aggregate principal amount of all Requests for Borrowings of Floor Plan Loans outstanding as of such day to exceed the aggregate Floor Plan Loan Commitments as of such day, then, in such event: (A) the Company may either immediately reduce any pending Request for Borrowing or make a payment of principal on the outstanding Floor Plan Loans and/or Swing Line Loans in an amount which would prevent the aggregate amounts described in (x), (y) and (z) of this clause (iii) from exceeding the aggregate Floor Plan Loan Commitments; or (B) the Company may request an increase in the aggregate Floor Plan Loan Commitments by converting a portion of the unused Acquisition Loan Commitments pursuant to Section 5.5(b) or by reversing a prior conversion of the Floor Plan Loan Commitments pursuant to Section 5.5(c), and, in either case, such Request for Borrowing shall be funded to the extent of such increase; or (C) if the Company does not elect to act under clause (A) or (B) above and if there is a Reserve Commitment available under Section 3.4, then the aggregate Floor Plan Loan Commitments shall be increased by the amount of such Reserve Commitment, and such Draft shall be funded to the extent of such increase; or (D) if there is no Reserve Commitment available, such Draft shall be deemed for all purposes a Swing Line Overdraft Loan Borrowing Request (each a “Swing Line Overdraft Borrowing Request”) and such Borrowing shall constitute a Swing Line Overdraft Loan (each, a “Swing Line Overdraft Loan”) to be disbursed and subject to the provisions of Section 4.6. (iv) if a Draft has been submitted it shall constitute a Request for Borrowing and shall be funded as a Floor Plan Loan, a Swing Line Loan or a Swing Line Overdraft Loan as described above, regardless of whether any conditions or requirements to the making of a Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied unless the Floor Plan Agent and/or Swing Line Bank have suspended or terminated the Drafting Agreement to which such Draft relates in accordance with this Agreement. (v) each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts in the same manner as any other Request for Borrowing under this Article II regardless of whether any conditions or requirements to the making of a Floor Plan Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied except as to that portion of a Floor Plan Loan resulting from a Draft issued under a Drafting Agreement which was previously suspended or terminated in accordance with this Agreement; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to have purchased from the Floor Plan Agent a participation interest in the amount of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments). (d) Each of the Floor Plan Borrowers hereby authorizes the Floor Plan Agent to disburse Floor Plan Loans and the Swing Line Bank to disburse Swing Line Loans and Swing Line Overdraft Loans pursuant to Requests for Borrowing received by the Floor Plan Agent and/or - 42 - the Swing Line Bank as set forth above, including but not limited to Requests for Borrowing received via telephone, the Platform or a Draft. Each of the Floor Plan Borrowers acknowledges and agrees that the applicable Floor Plan Borrower shall bear all risk of loss resulting from disbursements made from Requests for Borrowing received by the Floor Plan Agent or the Swing Line Bank via the telephone, the Platform or a Draft.

Floor Plan Borrowing Procedure. (a) Any Floor Plan Borrower may request a Floor Plan Loan, (i) in the case of Floor Plan Loans, subject to Section 2.8 through Section 2.11, pursuant to a Draft, by delivery of such Draft in accordance with the express terms of a Drafting Agreement or (ii) by delivery to the Floor Plan Agent of a written Request for Borrowing. Floor Plan Loan Borrowings are subject to the following and to the remaining provisions hereof: (a) each such Request for Borrowing shall set forth the following information: (i) the proposed date of such Borrowing, which must be a Business Day; (ii) the aggregate amount of such requested Borrowing; (iii) whether such Floor Plan Borrowing is to be a Comerica Prime Rate Loan or a Eurodollar Loan, or in the case of a Swing Line Loan, a Loan at the Quoted Rate (provided, however, that all Drafts shall be deemed to be requested as Swing Line Loans at the Quoted Rate) and the Interest Period applicable thereto; (iv) a description of the Motor Vehicle(s) purchased or to be purchased with the proceeds of such Borrowing, including for each Motor Vehicle, its vehicle identification number, make, model and purchase price, and whether such Motor Vehicle is a New Motor Vehicle, Used Motor Vehicle, Rental Motor Vehicle, Program Car or Demonstrator; (v) if requested by either delivery the Floor Plan Agent, in the case of a Request for Borrowing (that is not a Draft) to the Floor Plan Agent no later than 10:00 a.m., Houston, Texas time, one (1) Business Day prior to the Borrowing Date or by delivery of a Draft to the Floor Plan Agent in accordance with the terms of the applicable Drafting Agreement. Delivery of a Request for Borrowing requested directly by a Floor Plan Borrower to fund the purchase of Used Motor Vehicles, such Borrower shall deliver a current Manufacturer/Dealer Statement with appropriate inventory breakout as required by the Floor Plan Agent with the first such Request for Borrowing in any month; and (other than a Draftvi) shall be deemed a certification certify that the conditions precedent set forth in Section 8.3 hereof have been satisfied as of such proposed Borrowing Date. (b) The aggregate principal amounts requested from time each such Request for Borrowing shall be delivered to time under Section 2.3(a) shall not exceed the Floor Plan Advance Limit for applicable type of Motor Vehicles being financed. (c) Notwithstanding the foregoing, Agent (i) Intentionally omitted; (ii) if, in the case of a Request for Draft by a Manufacturer, by 11:00 a.m., Houston, Texas time one (1) Business Day prior to a proposed Borrowing which is not a DraftDate, on any day the conditions precedent set forth in Section 8.3 have been satisfied or, (ii) in the case of a Request for Eurodollar Borrowing, not later than 10:00 a.m., Houston, Texas time, three (3) Business Days prior to the Borrowing which is Date of a Draftproposed Borrowing, and (iii) in the case of a Comerica Prime Rate Borrowing, not later than 11:00 a.m., Houston, Texas time on any day: the proposed Borrowing Date. (A) the sum of (xc) the aggregate principal amount of a Request for Borrowing of a Floor Plan Loan, and (y) the aggregate principal amount of all other Floor Plan Loans then outstanding exceeds the Floor Plan Tranche Amount and (B) each such Request for Borrowing is less than the available Swing Line Commitment, then that excess portion of the Borrowing shall constitute a Swing Line Loan and shall be disbursed in accordance with the provisions of Article IV; and (iii) if a Draft is presented for payment, the payment of which would cause (x) the aggregate principal amount of all Floor Plan Loans then outstanding, plus (y) the aggregate principal amount of all Swing Line Loans then outstanding, plus (z) the aggregate principal amount of all Requests for Borrowings of Floor Plan Loans outstanding as of such day to not exceed the aggregate Floor Plan Loan Commitments as of such day, then, in such event: (A) Advance Limit for the Company may either immediately reduce any pending Request for Borrowing or make a payment of principal on the outstanding Floor Plan Loans and/or Swing Line Loans in an amount which would prevent the aggregate amounts Motor Vehicles described in (x), (y) and (z) of this clause (iii) from exceeding the aggregate Floor Plan Loan Commitments; or (B) the Company may request an increase in the aggregate Floor Plan Loan Commitments by converting a portion of the unused Acquisition Loan Commitments pursuant to Section 5.5(b) or by reversing a prior conversion of the Floor Plan Loan Commitments pursuant to Section 5.5(c), and, in either case, such Request for Borrowing shall be funded to the extent of such increase; or (C) if the Company does not elect to act under clause (A) or (B) above and if there is a Reserve Commitment available under Section 3.4, then the aggregate Floor Plan Loan Commitments shall be increased by the amount of such Reserve Commitment, and such Draft shall be funded to the extent of such increase; or (D) if there is no Reserve Commitment available, such Draft shall be deemed for all purposes a Swing Line Overdraft Loan Borrowing Request (each a “Swing Line Overdraft Borrowing Request”) and such Borrowing shall constitute a Swing Line Overdraft Loan (each, a “Swing Line Overdraft Loan”) to be disbursed and subject to the provisions of Section 4.6Borrowing. (iv) if a Draft has been submitted it shall constitute a Request for Borrowing and shall be funded as a Floor Plan Loan, a Swing Line Loan or a Swing Line Overdraft Loan as described above, regardless of whether any conditions or requirements to the making of a Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied unless the Floor Plan Agent and/or Swing Line Bank have suspended or terminated the Drafting Agreement to which such Draft relates in accordance with this Agreement. (v) each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts in the same manner as any other Request for Borrowing under this Article II regardless of whether any conditions or requirements to the making of a Floor Plan Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied except as to that portion of a Floor Plan Loan resulting from a Draft issued under a Drafting Agreement which was previously suspended or terminated in accordance with this Agreement; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to have purchased from the Floor Plan Agent a participation interest in the amount of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments). (d) Each of the Floor Plan Borrowers hereby authorizes the Floor Plan Agent to disburse Floor Plan Loans and the Swing Line Bank to disburse Swing Line Loans and Swing Line Overdraft Loans pursuant to Requests for Borrowing received by the Floor Plan Agent and/or the Swing Line Bank as set forth above, including but not limited to Requests for Borrowing received via telephone, the Platform or a Draft. Each of the Floor Plan Borrowers acknowledges and agrees that the applicable Floor Plan Borrower shall bear all risk of loss resulting from disbursements made from Requests for Borrowing received by the Floor Plan Agent or the Swing Line Bank via the telephone, the Platform or a Draft.

Floor Plan Borrowing Procedure. (a) Any Floor Plan Borrower may request a Floor Plan Loan Loan, (i) in the case of Floor Plan Loans, subject to Section 2.8 through Section 2.11, pursuant to a Draft, by either delivery of such Draft in accordance with the express terms of a Request for Borrowing Drafting Agreement or (that is not a Draftii) by delivery to the Floor Plan Agent no of a Request for Borrowing. Floor Plan Loan Borrowings are subject to the following and to the remaining provisions hereof: (a) each such Request for Borrowing shall set forth the following information: (i) the proposed date of such Borrowing, which must be a Business Day; (ii) the aggregate amount of such requested Borrowing; (iii) whether such Floor Plan Borrowing is to be a Comerica Prime Rate Loan or a Eurodollar Loan, or in the case of a Swing Line Loan, a Loan at the Quoted Rate (provided, however, that all Drafts shall be deemed to be requested as Swing Line Loans at the Quoted Rate) and the Interest Period applicable thereto; (iv) if the Motor Vehicles purchased or to be purchased with the proceeds of such Borrowing are New Motor Vehicles, Rental Motor Vehicles and/or Demonstrators, a description of such Motor Vehicles, including for each Motor Vehicle, its vehicle identification number, make, model, model year, purchase price and evidence of value, and whether such Motor Vehicle is a New Motor Vehicle, Rental Motor Vehicle or Demonstrator; and (v) certify that the conditions precedent set forth in Section 8.3 have been satisfied as of such proposed Borrowing Date. (b) each such Request for Borrowing shall be delivered to the Floor Plan Agent (i) in the case of a Eurodollar Borrowing, not later than 10:00 a.m., Houston, Texas time, one (1) Business Day prior to the Borrowing Date or by delivery of a Draft to the Floor Plan Agent in accordance with the terms of the applicable Drafting Agreement. Delivery of a Request for Borrowing by a Floor Plan Borrower (other than a Draft) shall be deemed a certification that the conditions precedent set forth in Section 8.3 hereof have been satisfied as of such proposed Borrowing Date. (b) The aggregate principal amounts requested from time to time under Section 2.3(a) shall not exceed the Floor Plan Advance Limit for applicable type of Motor Vehicles being financed. (c) Notwithstanding the foregoing, (i) Intentionally omitted; Borrowing, and (ii) if, in the case of a Request for Comerica Prime Rate Borrowing, not later than 2:00 p.m., Houston, Texas time on the proposed Borrowing which is not a Draft, on any day the conditions precedent set forth in Section 8.3 have been satisfied or, in Date. In the case of a Request for Borrowing which is Draft by a Draft, on any day: (A) the sum of (x) the aggregate principal amount of a Request for Borrowing of a Floor Plan Loan, and (y) the aggregate principal amount of all other Floor Plan Loans then outstanding exceeds the Floor Plan Tranche Amount and (B) such Request for Borrowing is less than the available Swing Line Commitment, then that excess portion of the Borrowing shall constitute a Swing Line Loan and shall be disbursed in accordance with the provisions of Article IV; and (iii) if a Draft is presented for payment, the payment of which would cause (x) the aggregate principal amount of all Floor Plan Loans then outstanding, plus (y) the aggregate principal amount of all Swing Line Loans then outstanding, plus (z) the aggregate principal amount of all Requests for Borrowings of Floor Plan Loans outstanding as of such day to exceed the aggregate Floor Plan Loan Commitments as of such day, then, in such event: (A) the Company may either immediately reduce any pending Request for Borrowing or make a payment of principal on the outstanding Floor Plan Loans and/or Swing Line Loans in an amount which would prevent the aggregate amounts described in (x), (y) and (z) of this clause (iii) from exceeding the aggregate Floor Plan Loan Commitments; or (B) the Company may request an increase in the aggregate Floor Plan Loan Commitments by converting a portion of the unused Acquisition Loan Commitments pursuant to Section 5.5(b) or by reversing a prior conversion of the Floor Plan Loan Commitments pursuant to Section 5.5(c), and, in either caseManufacturer, such Request for Borrowing shall be funded to the extent of deemed delivered upon electronic Draft by such increase; orManufacturer. (Cc) if the Company does aggregate principal amount of each such Borrowing shall not elect to act under clause (A) or (B) above and if there is a Reserve Commitment available under Section 3.4, then exceed the aggregate Floor Plan Loan Commitments shall be increased by Advance Limit for the amount of Motor Vehicles described in such Reserve Commitment, and such Draft shall be funded to the extent of such increase; or (D) if there is no Reserve Commitment available, such Draft shall be deemed for all purposes a Swing Line Overdraft Loan Borrowing Request (each a “Swing Line Overdraft Borrowing Request”) and such Borrowing shall constitute a Swing Line Overdraft Loan (each, a “Swing Line Overdraft Loan”) to be disbursed and subject to the provisions of Section 4.6. (iv) if a Draft has been submitted it shall constitute a Request for Borrowing and shall or, with respect to a Borrowing to finance Used Motor Vehicles or Program Cars, the Motor Vehicles to be funded as a Floor Plan Loan, a Swing Line Loan or a Swing Line Overdraft Loan as described above, regardless of whether any conditions or requirements to purchased with the making of a Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied unless the Floor Plan Agent and/or Swing Line Bank have suspended or terminated the Drafting Agreement to which such Draft relates in accordance with this Agreement. (v) each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts in the same manner as any other Request for Borrowing under this Article II regardless of whether any conditions or requirements to the making of a Floor Plan Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied except as to that portion of a Floor Plan Loan resulting from a Draft issued under a Drafting Agreement which was previously suspended or terminated in accordance with this Agreement; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to have purchased from the Floor Plan Agent a participation interest in the amount proceeds of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments)Borrowing. (d) Each of the Floor Plan Borrowers hereby authorizes the Floor Plan Agent to disburse Floor Plan Loans and the Swing Line Bank to disburse Swing Line Loans and Swing Line Overdraft Loans pursuant to Requests for Borrowing received by the Floor Plan Agent and/or the Swing Line Bank as set forth above, including but not limited to Requests for Borrowing received via telephone, the Platform or a Draft. Each of the Floor Plan Borrowers acknowledges and agrees that the applicable Floor Plan Borrower shall bear all risk of loss resulting from disbursements made from Requests for Borrowing received by the Floor Plan Agent or the Swing Line Bank via the telephone, the Platform or a Draft.

Floor Plan Borrowing Procedure. (a) Any Floor Plan Borrower may request a Floor Plan Loan, (i) subject to Sections 2.8 through 2.12, inclusive, in the case of a Draft by a Manufacturer, if such Draft is delivered in accordance with the express terms of a Drafting Agreement and (ii) in the case of Floor Plan Loans requested directly by a Floor Plan Borrower, only after delivery to the Floor Plan Agent of a written Request for Borrowing executed by a Person authorized by such Floor Plan Borrower to make such requests on behalf of such Floor Plan Borrower. Floor Plan Loan Borrowings are subject to the following and to the remaining provisions hereof: (a) each such Request for Borrowing shall set forth the following information: (i) the proposed date of such Borrowing, which must be a Business Day; (ii) the aggregate amount of such requested Borrowing; (iii) whether such Floor Plan Borrowing is to be a Comerica Prime Rate Loan or a Eurodollar Loan, or in the case of a Swing Line Loan, a Loan at the Quoted Rate (provided, however, that all Drafts shall be deemed to be requested at the Quoted Rate) and the Interest Period applicable thereto; (iv) a description of the Motor Vehicle(s) purchased or to be purchased with the proceeds of such Borrowing, including for each Motor Vehicle, its vehicle identification number, make, model and purchase price, and whether such Motor Vehicle is a new Motor Vehicle, Used Motor Vehicle, Program Car or Demonstrator; and (v) if requested by either delivery the Floor Plan Agent, in the case of a Request for Borrowing requested directly by a Floor Plan Borrower to fund the purchase of Used Motor Vehicles, such Borrower shall deliver a current Manufacturer/Dealer Statement with appropriate inventory breakout as required by the Floor Plan Agent with the first such Request for Borrowing in any month. (that is not a Draftb) each such Request for Borrowing shall be delivered to the Floor Plan Agent no later than 10:00 a.m.(i) in the case of a Draft by a Manufacturer, Houstonby 11:00 A.M., Texas timeHOUSTON, TEXAS TIME one (1) Business Day prior to the Borrowing Date or by delivery of a Draft to the Floor Plan Agent in accordance with the terms of the applicable Drafting Agreement. Delivery of a Request for Borrowing by a Floor Plan Borrower (other than a Draft) shall be deemed a certification that the conditions precedent set forth in Section 8.3 hereof have been satisfied as of such proposed Borrowing Date. (b) The aggregate principal amounts requested from time to time under Section 2.3(a) shall not exceed the Floor Plan Advance Limit for applicable type of Motor Vehicles being financed. (c) Notwithstanding the foregoing, (i) Intentionally omitted; Borrowing, (ii) if, in the case of a Request for Eurodollar Borrowing, not later than 10:00 A.M., HOUSTON, TEXAS TIME, three (3) Days prior to the Borrowing which is not Date of a Draftproposed Borrowing, on any day the conditions precedent set forth in Section 8.3 have been satisfied or, and (iii) in the case of a Request for Comerica Prime Rate Borrowing, not later than 11:00 A.M., HOUSTON, TEXAS TIME on the Borrowing which is Date of a Draft, on any day: proposed Borrowing; (A) the sum of (xc) the aggregate principal amount of a such Borrowing shall not exceed the aggregate Floor Plan Advance Limit for the Motor Vehicles described in such Request for Borrowing of a Floor Plan LoanBorrowing; (d) subject to Section 2.3(g) hereof, and (y) the aggregate principal amount of all other Floor Plan Loans then outstanding exceeds such requested Borrowing, plus the Floor Plan Tranche Amount and (B) such Request for Borrowing is less than the available Swing Line Commitment, then that excess portion of the Borrowing shall constitute a Swing Line Loan and shall be disbursed in accordance with the provisions of Article IV; and (iii) if a Draft is presented for payment, the payment of which would cause (x) the aggregate principal amount of all Floor Plan Loans then outstanding, outstanding plus (y) the aggregate principal amount of all Swing Line Loans then outstanding, plus outstanding shall not exceed the Floor Plan Loan Commitment; (ze) the aggregate principal amount of such requested Borrowing, plus the principal amount of all Requests for Borrowings of Floor Plan Loans then outstanding as of such day to exceed hereunder plus the aggregate Floor Plan Loan Commitments as principal amount of such day, then, in such event: (A) the Company may either immediately reduce any pending Request for Borrowing or make a payment of principal on the outstanding Floor Plan Loans and/or all Swing Line Loans in an amount which would prevent the aggregate amounts described in (x), (y) and (z) of this clause (iii) from exceeding the aggregate Floor Plan Loan Commitments; or (B) the Company may request an increase in the aggregate Floor Plan Loan Commitments by converting a portion of the unused Acquisition Loan Commitments pursuant to Section 5.5(b) or by reversing a prior conversion of the Floor Plan Loan Commitments pursuant to Section 5.5(c), and, in either case, such Request for Borrowing shall be funded to the extent of such increase; or (C) if the Company does not elect to act under clause (A) or (B) above and if there is a Reserve Commitment available under Section 3.4, then the aggregate Floor Plan Loan Commitments shall be increased by but minus the amount of such Reserve Commitment, and such Draft shall be funded to the extent of such increase; or (D) if there is no Reserve Commitment available, such Draft shall be deemed for all purposes a Swing Line Overdraft Loan Borrowing Request (each a “Swing Line Overdraft Borrowing Request”) and such Borrowing shall constitute a Swing Line Overdraft Loan (each, a “Swing Line Overdraft Loan”) to be disbursed and subject to the provisions of Section 4.6. (iv) if a Draft has been submitted it shall constitute a Request for Borrowing and shall be funded as a Floor Plan Loan, a Swing Line Loan or a Swing Line Overdraft Loan as described above, regardless of whether any conditions or requirements to the making of a Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied unless the Floor Plan Agent and/or Swing Line Bank have suspended or terminated the Drafting Agreement to which such Draft relates in accordance with this Agreement. (v) each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts in the same manner as any other Request for Borrowing under this Article II regardless of whether any conditions or requirements to the making of a Floor Plan Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied except as to that portion of a Floor Plan Loan resulting from a Draft issued under a Drafting Agreement which was previously suspended or terminated in accordance with this Agreement; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to have purchased from the Floor Plan Agent a participation interest in the amount of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments). (d) Each of the Floor Plan Borrowers hereby authorizes the Floor Plan Agent to disburse Floor Plan Loans and the Swing Line Bank to disburse Swing Line Loans and Swing Line Overdraft Loans pursuant to Requests for Borrowing received by the Floor Plan Agent and/or the Swing Line Bank as set forth above, including but not limited to Requests for Borrowing received via telephone, the Platform or a Draft. Each of the Floor Plan Borrowers acknowledges and agrees that the applicable Floor Plan Borrower shall bear all risk of loss resulting from disbursements made from Requests for Borrowing received by the Floor Plan Agent or the Swing Line Bank via the telephone, the Platform or a Draft.be refunded with

Floor Plan Borrowing Procedure. (a) Any Floor Plan Borrower may request a Floor Plan Loan, (i) in the case of Floor Plan Loans, subject to Section 2.8 through Section 2.11, pursuant to a Draft, by delivery of such Draft in accordance with the express terms of a Drafting Agreement or (ii) by delivery to the Floor Plan Agent of a written Request for Borrowing. Floor Plan Loan Borrowings are subject to the following and to the remaining provisions hereof: (a) each such Request for Borrowing shall set forth the following information: (i) the proposed date of such Borrowing, which must be a Business Day; (ii) the aggregate amount of such requested Borrowing; (iii) whether such Floor Plan Borrowing is to be a Comerica Prime Rate Loan or a Eurodollar Loan, or in the case of a Swing Line Loan, a Loan at the Quoted Rate (provided, however, that all Drafts shall be deemed to be requested as Swing Line Loans at the Quoted Rate) and the Interest Period applicable thereto; (iv) a description of the Motor Vehicle(s) purchased or to be purchased with the proceeds of such Borrowing, including for each Motor Vehicle, its vehicle identification number, make, model and purchase price, and whether such Motor Vehicle is a New Motor Vehicle, Used Motor Vehicle, Rental Motor Vehicle, Program Car or Demonstrator; (v) if requested by either delivery the Floor Plan Agent, in the case of a Request for Borrowing (that is not a Draft) to the Floor Plan Agent no later than 10:00 a.m., Houston, Texas time, one (1) Business Day prior to the Borrowing Date or by delivery of a Draft to the Floor Plan Agent in accordance with the terms of the applicable Drafting Agreement. Delivery of a Request for Borrowing requested directly by a Floor Plan Borrower to fund the purchase of Used Motor Vehicles, such Borrower shall deliver a current Manufacturer/Dealer Statement with appropriate inventory breakout as required by the Floor Plan Agent with the first such Request for Borrowing in any month; and (other than a Draftvi) shall be deemed a certification certify that the conditions precedent set forth in Section 8.3 hereof have been satisfied as of such proposed Borrowing Date. (b) The each such Request for Borrowing shall be delivered to the Floor Plan Agent (i) in the case of a Draft by a Manufacturer, by 11:00 a.m., Houston, Texas time one (1) Business Day prior to a proposed Borrowing Date, (ii) in the case of a Eurodollar Borrowing, not later than 10:00 a.m., Houston, Texas time, three (3) Business Days prior to the Borrowing Date of a proposed Borrowing, and (iii) in the case of a Comerica Prime Rate Borrowing, not later than 11:00 a.m., Houston, Texas time on the proposed Borrowing Date. (c) the aggregate principal amounts requested from time to time under Section 2.3(a) amount of each such Borrowing shall not exceed the aggregate Floor Plan Advance Limit for applicable type of the Motor Vehicles being financeddescribed in such Request for Borrowing. (cd) Notwithstanding the foregoing, (i) Intentionally omitted;if the Floor Plan Agent has, at the request of the Required Lenders or acting in its discretion according to the terms hereof, taken action to suspend or terminate Drafts pursuant to one or more Drafting Agreements and such Drafting Agreements have in fact been suspended or terminated in accordance with their respective terms, then the Floor Plan Agent shall not fund the amount of such Draft; and (ii) if, in the case of a Request for Borrowing which is not a Draft, if on any day the conditions precedent set forth in Section 8.3 have been satisfied or, in the case of a Request for Borrowing which is a Draft, on any day: and (A) the sum of (x) the aggregate principal amount of a Request for Borrowing of a Floor Plan Loan, and plus (yB) the aggregate principal amount of all other Floor Plan Loans then outstanding plus (C) the aggregate principal amount of all Swing Line Loans (but minus the amount of any Swing Line Loans to be refunded with the proceeds of such Borrowing) then outstanding exceeds the aggregate principal amount of such Loans outstanding as of the immediately preceding Floor Plan Tranche Amount Adjustment Date and (B) such Request for Borrowing is less than the available Swing Line Commitment, Commitment then that excess portion of the such Borrowing shall constitute a Swing Line Loan and shall be disbursed in accordance with the provisions of Article IVARTICLE IV hereof; and (iii) if on any day the conditions precedent set forth in Section 8.3 have been satisfied and a Draft is presented for payment, the payment of which would cause (xA) the aggregate principal amount of all Floor Plan Loans then outstanding, plus (yB) the aggregate principal amount of all Swing Line Loans then outstanding, plus (zC) the aggregate principal amount of all Requests for Borrowings of Floor Plan Loans outstanding as of such day to exceed the aggregate Floor Plan Loan Commitments as of such day, then, in such event: (A1) the Company may either immediately reduce any pending Request for Borrowing of a Floor Plan Loan which does not consist of a Draft or make a payment of principal on the outstanding Floor Plan Loans and/or Swing Line Loans in an amount which would prevent the aggregate amounts described in (xA), (yB) and (zC) of this clause (iii) above from exceeding the aggregate Floor Plan Loan Commitments; or (B2) the Company may request an increase in the aggregate Floor Plan Loan Commitments by converting a portion of the unused Acquisition Loan Commitments Commitment pursuant to Section 5.5(b) or by reversing a prior conversion of the Floor Plan Loan Commitments pursuant to Section 5.5(c), and, in either case, and such Request for Borrowing shall be funded to the extent of such increase; or (C3) if the Company does not elect to act under clause (A1) or (B2) above and if there is a Reserve Commitment available under Section 3.4, then the aggregate Floor Plan Loan Commitments shall be increased by the amount of such Reserve Commitment, and such Draft shall be funded to the extent of such increase; or (D4) if there is no Reserve Commitment available, such Draft shall be deemed for all purposes a Swing Line Overdraft Loan Borrowing Request (each a “Swing Line Overdraft Borrowing Request”) and such Borrowing shall constitute a Swing Line Overdraft Loan (each, a “Swing Line Overdraft Loan”) to be disbursed and subject to the provisions of Section 4.6. (ive) if a Draft has been submitted it shall constitute a Each Request for Borrowing and may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each Request for Borrowing, once given, shall be funded as a Floor Plan Loan, a Swing Line Loan or a Swing Line Overdraft Loan as described above, regardless of whether any conditions or requirements to the making of a Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied unless the Floor Plan Agent and/or Swing Line Bank have suspended or terminated the Drafting Agreement to which such Draft relates in accordance with this Agreement. (v) each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts in the same manner as any other Request for Borrowing under this Article II regardless of whether any conditions or requirements to the making of a Floor Plan Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied except as to that portion of a Floor Plan Loan resulting from a Draft issued under a Drafting Agreement which was previously suspended or terminated in accordance with this Agreement; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to have purchased from the Floor Plan Agent a participation interest in the amount of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments). (d) irrevocable. Each of the Floor Plan Borrowers hereby authorizes the Floor Plan Agent to disburse Floor Plan Loans and the Swing Line Bank to disburse Swing Line Loans and Swing Line Overdraft Loans under this Section 2.3 pursuant to Requests the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make a Request for Borrowing received by the for Floor Plan Agent and/or Loans on behalf of such Borrower(s). Notwithstanding the Swing Line Bank as set forth aboveforegoing, including but not limited to Requests for Borrowing received via telephone, the Platform or a Draft. Each each of the Floor Plan Borrowers acknowledges and agrees that the applicable Floor Plan Borrower shall bear all risk of loss resulting from disbursements made from Requests for Borrowing received upon any telephone request. (f) If at any time between Floor Plan Adjustment Dates, the payment of all of a Swing Line Loan would cause the outstanding balance of all Swing Line Loans to be less than the Swing Line Minimum Amount, the Company may elect to cause such funds to be invested in overnight funds or other securities held by Comerica Securities, Inc. and acceptable to the Floor Plan Agent or and the Swing Line Bank via Lenders, which investments shall be subject to the telephone, first priority security interest of the Platform or a DraftFloor Plan Agent for the benefit of the Lenders to secure the outstanding balance of the Obligations. The Floor Plan Agent and any of the Floor Plan Borrowers may enter into an agreement from time to time to facilitate the investment of such funds. (g) The Floor Plan Agent may notify each Floor Plan Lender of any Request for Borrowing in connection with Borrowings with respect to which the Floor Plan Lenders will make advances pursuant to Section 2.4(c).

Floor Plan Borrowing Procedure. (a) Any Floor Plan Borrower may request a Floor Plan Loan Loan, (i) in the case of Floor Plan Loans, subject to Section 2.8 through Section 2.11, pursuant to a Draft, by either delivery of such Draft in accordance with the express terms of a Request for Borrowing Drafting Agreement or (that is not a Draftii) by delivery to the Floor Plan Agent no of a written Request for Borrowing. Floor Plan Loan Borrowings are subject to the following and to the remaining provisions hereof: (a) each such Request for Borrowing shall set forth the following information: (i) the proposed date of such Borrowing, which must be a Business Day; (ii) the aggregate amount of such requested Borrowing; (iii) whether such Floor Plan Borrowing is to be a Comerica Prime Rate Loan or a Eurodollar Loan, or in the case of a Swing Line Loan, a Loan at the Quoted Rate (provided, however, that all Drafts shall be deemed to be requested as Swing Line Loans at the Quoted Rate) and the Interest Period applicable thereto; (iv) a description of the Motor Vehicle(s) purchased or to be purchased with the proceeds of such Borrowing, including for each Motor Vehicle, its vehicle identification number, make, model and purchase price, and whether such Motor Vehicle is a New Motor Vehicle, Rental Motor Vehicle or Demonstrator; and (v) certify that the conditions precedent set forth in Section 8.3 have been satisfied as of such proposed Borrowing Date. (b) each such Request for Borrowing shall be delivered to the Floor Plan Agent (i) in the case of a Eurodollar Borrowing, not later than 10:00 a.m., Houston, Texas time, one (1) Business Day prior to the Borrowing Date or by delivery of a proposed Borrowing, and (ii) in the case of a Comerica Prime Rate Borrowing, not later than 2:00 p.m., Houston, Texas time on the proposed Borrowing Date. In the case of a Draft to the Floor Plan Agent in accordance with the terms of the applicable Drafting Agreement. Delivery of by a Manufacturer, such Request for Borrowing by a Floor Plan Borrower (other than a Draft) shall be deemed a certification that the conditions precedent set forth in Section 8.3 hereof have been satisfied as of delivered upon electronic Draft by such proposed Borrowing DateManufacturer. (bc) The the aggregate principal amounts requested from time to time under Section 2.3(a) amount of each such Borrowing shall not exceed the aggregate Floor Plan Advance Limit for applicable type of the Motor Vehicles being financeddescribed in such Request for Borrowing. (cd) Notwithstanding the foregoing, (i) Intentionally omitted;if the Floor Plan Agent has, at the request of the Required Lenders or acting in its discretion according to the terms hereof, taken action to suspend or terminate Drafts pursuant to one or more Drafting Agreements and such Drafting Agreements have in fact been suspended or terminated in accordance with their respective terms, then the Floor Plan Agent shall not fund the amount of such Draft; and (ii) if, in the case of a Request for Borrowing which is not a Draft, if on any day the conditions precedent set forth in Section 8.3 have been satisfied or, in the case of a Request for Borrowing which is a Draft, on any day: and (A) the sum of (x) the aggregate principal amount of a Request for Borrowing of a Floor Plan Loan, and plus (yB) the aggregate principal amount of all other Floor Plan Loans then outstanding plus (C) the aggregate principal amount of all Swing Line Loans (but minus the amount of any Swing Line Loans to be refunded with the proceeds of such Borrowing) then outstanding exceeds the aggregate principal amount of such Loans outstanding as of the immediately preceding Floor Plan Tranche Amount Adjustment Date and (B) such Request for Borrowing is less than the available Swing Line Commitment, Commitment then that excess portion of the such Borrowing shall constitute a Swing Line Loan and shall be disbursed in accordance with the provisions of Article IVIV hereof; and (iii) if on any day the conditions precedent set forth in Section 8.3 have been satisfied and a Draft is presented for payment, the payment of which would cause (xA) the aggregate principal amount of all Floor Plan Loans then outstanding, plus (yB) the aggregate principal amount of all Swing Line Loans then outstanding, plus (zC) the aggregate principal amount of all Requests for Borrowings of Floor Plan Loans outstanding as of such day to exceed the aggregate Floor Plan Loan Commitments as of such day, then, in such event: (A1) the Company may either immediately reduce any pending Request for Borrowing of a Floor Plan Loan which does not consist of a Draft or make a payment of principal on the outstanding Floor Plan Loans and/or Swing Line Loans in an amount which would prevent the aggregate amounts described in (xA), (yB) and (zC) of this clause (iii) above from exceeding the aggregate Floor Plan Loan Commitments; or (B2) the Company may request an increase in the aggregate Floor Plan Loan Commitments by converting a portion of the unused Acquisition Loan Commitments pursuant to Section 5.5(b) or by reversing a prior conversion of the Floor Plan Loan Commitments pursuant to Section 5.5(c), and, in either case, such Request for Borrowing shall be funded to the extent of such increase; or (C3) if the Company does not elect to act under clause (A1) or (B2) above and if there is a Reserve Commitment available under Section 3.4, then the aggregate Floor Plan Loan Commitments shall be increased by the amount of such Reserve Commitment, and such Draft shall be funded to the extent of such increase; or (D4) if there is no Reserve Commitment available, such Draft shall be deemed for all purposes a Swing Line Overdraft Loan Borrowing Request (each a “Swing Line Overdraft Borrowing Request”) and such Borrowing shall constitute a Swing Line Overdraft Loan (each, a “Swing Line Overdraft Loan”) to be disbursed and subject to the provisions of Section 4.6. (ive) if a Draft has been submitted it shall constitute a Each Request for Borrowing and may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each Request for Borrowing, once given, shall be funded as a Floor Plan Loan, a Swing Line Loan or a Swing Line Overdraft Loan as described above, regardless of whether any conditions or requirements to the making of a Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied unless the Floor Plan Agent and/or Swing Line Bank have suspended or terminated the Drafting Agreement to which such Draft relates in accordance with this Agreement. (v) each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts in the same manner as any other Request for Borrowing under this Article II regardless of whether any conditions or requirements to the making of a Floor Plan Loan under this Agreement, including but not limited to the requirements set forth in Article VIII hereof, have been satisfied except as to that portion of a Floor Plan Loan resulting from a Draft issued under a Drafting Agreement which was previously suspended or terminated in accordance with this Agreement; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to have purchased from the Floor Plan Agent a participation interest in the amount of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments). (d) irrevocable. Each of the Floor Plan Borrowers hereby authorizes the Floor Plan Agent to disburse Floor Plan Loans and the Swing Line Bank to disburse Swing Line Loans and Swing Line Overdraft Loans under this Section 2.3 pursuant to Requests the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make a Request for Borrowing received by the for Floor Plan Agent and/or Loans on behalf of such Borrower(s). Notwithstanding the Swing Line Bank as set forth aboveforegoing, including but not limited to Requests for Borrowing received via telephone, the Platform or a Draft. Each each of the Floor Plan Borrowers acknowledges and agrees that the applicable Floor Plan Borrower shall bear all risk of loss resulting from disbursements made from Requests for Borrowing received upon any telephone request. (f) If at any time between Floor Plan Adjustment Dates, the payment of all of a Swing Line Loan would cause the outstanding balance of all Swing Line Loans to be less than the Swing Line Minimum Amount, the Company may elect to cause such funds to be invested in overnight funds or other securities held by Comerica Securities, Inc. and acceptable to the Floor Plan Agent or and the Swing Line Bank via Lenders, which investments shall be subject to the telephone, first priority security interest of the Platform or a DraftFloor Plan Agent for the benefit of the Lenders to secure the outstanding balance of the Obligations. The Floor Plan Agent and any of the Floor Plan Borrowers may enter into an agreement from time to time to facilitate the investment of such funds. (g) The Floor Plan Agent may notify each Floor Plan Lender of any Request for Borrowing in connection with Borrowings with respect to which the Floor Plan Lenders will make advances pursuant to Section 2.4(c).