Common use of Floor Plan Loans Clause in Contracts

Floor Plan Loans. (a) Subject to the terms and conditions of this Agreement and the other Credit Documents, each of the Floor Plan Lenders severally agrees to make Floor Plan Loans in Dollars to the Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility ; provided, however, that (i) with regard to each Floor Plan Lender, the Floor Plan Loan Exposure of such Floor Plan Lender shall not at any time exceed the amount of such Floor Plan Lender’s Floor Plan Loan Commitment, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed the Floor Plan Line of Credit Dollar Cap, (iii) the aggregate outstanding principal amount of advances of proceeds of the Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Loan Advance Limit applicable to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit to be financed on such Loan Request, and (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in part. (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable to the Floor Plan Lenders than the Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company Vehicle.

Floor Plan Loans. (a) Subject to Each Floor Plan Loan Borrowing shall be in the terms minimum aggregate principal amount of One Million Dollars ($1,000,000) and conditions in integral multiples of this Agreement One Million Dollars ($1,000,000); provided that a Swing Line Loan, Swing Line Overdraft Loan, Comerica Prime Rate Loan or a Floor Plan Loan resulting from a Draft may be in any amount and shall consist of Floor Plan Loans of the other Credit Documents, each of same Type made ratably by the Floor Plan Lenders severally agrees to make in accordance with their respective Pro Rata Share of Floor Plan Loans in Dollars to the Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility Loan Commitments; provided, however, that (i) with regard to each the failure of any Floor Plan LenderLender to make any Floor Plan Loan shall not relieve any other Floor Plan Lender of its obligation to lend hereunder. (b) Each Floor Plan Loan Borrowing shall be a Comerica Prime Rate Borrowing or a Eurodollar Borrowing (other than those resulting from a Draft, which shall be initially borrowed as Swing Line Loans bearing interest at the Quoted Rate) as any of the Floor Plan Borrowers may request pursuant to Section 2.3. Each Floor Plan Lender may fulfill its obligation to make Floor Plan Loans with respect to any Eurodollar Loan Exposure by causing, at its option, any domestic or foreign branch or Affiliate of such Floor Plan Lender to make such Loan, provided that the exercise of such option shall not at any time exceed affect the amount obligation of such Floor Plan Lender’s Floor Plan Loan Commitment, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed the Floor Plan Line of Credit Dollar Cap, (iii) the aggregate outstanding principal amount of advances of proceeds of the Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Borrower to repay such Loan Advance Limit applicable to such Floor Plan Vehicle or Unit; (v) in accordance with the aggregate principal amount of each advance of proceeds terms of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit to be financed on such Loan Request, and (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in partapplicable Note. (bc) The A Floor Plan Borrowers may Borrower shall not be entitled to request to reborrow any a Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity Borrowing hereunder until it (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, i) has executed and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable delivered to the Floor Plan Lenders than Lenders, as aforesaid, the Notes, and to the Swing Line Bank, a Swing Line Note, or has joined such Notes by execution and delivery of an Addendum (ii) has become a party to this Agreement by execution and delivery of this Agreement or an Addendum, and (iii) has become a party to the Security Documents, accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent, Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company VehicleAgent and the Required Lenders hereunder and has otherwise complied with the provisions of Section 9.16(b).

Floor Plan Loans. (a) Subject to Each Floor Plan Loan Borrowing shall be in the terms minimum aggregate principal amount of One Million Dollars ($1,000,000) and conditions in integral multiples of this Agreement One Million Dollars ($1,000,000); provided that a Swing Line Loan, Swing Line Overdraft Loan, Comerica Prime Rate Loan or a Floor Plan Loan resulting from a Draft may be in any amount and shall consist of Floor Plan Loans of the other Credit Documents, each of same Type made ratably by the Floor Plan Lenders severally agrees to make in accordance with their respective Pro Rata Share of Floor Plan Loans in Dollars to the Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility Loan Commitments; provided, however, that (i) with regard to each the failure of any Floor Plan LenderLender to make any Floor Plan Loan shall not relieve any other Floor Plan Lender of its obligation to lend hereunder. (b) Each Floor Plan Loan Borrowing shall be a Comerica Prime Rate Borrowing or a Eurodollar Borrowing (other than those resulting from a Draft, which shall be initially borrowed as Swing Line Loans bearing interest at the Quoted Rate) as any of the Floor Plan Borrowers may request pursuant to Section 2.3. Each Floor Plan Lender may fulfill its obligation to make Floor Plan Loans with respect to any Eurodollar Loan Exposure by causing, at its option, any domestic or foreign branch or Affiliate of such Floor Plan Lender to make such Loan, provided that the exercise of such option shall not at any time exceed affect the amount obligation of such the applicable Floor Plan Lender’s Borrower to repay such Loan in accordance with the terms of the applicable Note. (c) A Floor Plan Loan CommitmentBorrower shall not be entitled to request a Floor Plan Borrowing hereunder until it (i) has executed and delivered to the Floor Plan Lenders, as aforesaid, the Notes, and to the Swing Line Bank, a Swing Line Note, or has joined such Notes by execution and delivery of an Addendum, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed the Floor Plan Line has become a party to this Agreement by execution and delivery of Credit Dollar Capthis Agreement or an Addendum, and (iii) has become a party to the aggregate outstanding principal amount of advances of proceeds of the Security Documents, accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent, Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00Agent and the Required Lenders hereunder and has otherwise complied with the provisions of Section 9.16(b), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Loan Advance Limit applicable to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit to be financed on such Loan Request, and (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in part. (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable to the Floor Plan Lenders than the Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company Vehicle.

Floor Plan Loans. (a) Subject to the terms and conditions of this Agreement and the other Credit Documents, each of the Floor Plan Lenders severally agrees to make revolving credit loans (the “Floor Plan Loans in Dollars Loans”) to the Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility ; provided, however, that (i) with regard to each Floor Plan Lender, the Floor Plan Loan Exposure of such Floor Plan Lender shall not at any time exceed the amount of such Floor Plan Lender’s Floor Plan Loan Commitment, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed the Floor Plan Line of Credit Dollar Cap, (iii) the aggregate outstanding principal amount of advances of proceeds of the Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Loan Advance Limit applicable to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit to be financed on such Loan Request, and (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in part. (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any . (c) Each Floor Plan Loan extended by a Floor Plan Lender shall be in a principal amount equal to such Reflooring Floor Plan Lender’s Floor Plan Loan shall not have terms less favorable to Commitment Percentage of the aggregate principal amount of the Floor Plan Lenders than the Floor Plan Loan that originally financed Loans requested on such Eligible New Floor Plan Unit or Permitted Company Vehicleoccasion.

Floor Plan Loans. (a) Subject to the terms and conditions of this Agreement and the other Credit Documents, each of the Each Floor Plan Lenders severally agrees Loan Borrowing may be in any amount. (b) Each Floor Plan Loan Borrowing shall be a Eurodollar Borrowing (unless (i) the Alternate Base Rate is in effect in accordance with Article V hereof, in which case the Borrowing shall be made as an ABR Borrowing or (ii) initially resulting from a Draft in which case it shall be made as a Quoted Rate Borrowing). Each Floor Plan Lender may fulfill its obligation to make Floor Plan Loans in Dollars with respect to the Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility ; providedEurodollar Loan by causing, howeverat its option, that (i) with regard to each Floor Plan Lender, the Floor Plan Loan Exposure - 40 - any domestic or foreign branch or Affiliate of such Floor Plan Lender to make such Loan, provided that the exercise of such option shall not at any time exceed affect the amount obligation of such the applicable Floor Plan Lender’s Borrower to repay such Loan in accordance with the terms of the applicable Note. (c) A Floor Plan Loan CommitmentBorrower shall not be entitled to request a Floor Plan Borrowing hereunder until it (i) has executed and delivered to the Floor Plan Lenders, as aforesaid, the Notes and to the Swing Line Bank, a Swing Line Note, or has joined such Notes by execution and delivery of an Addendum, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed the Floor Plan Line has become a party to this Agreement by execution and delivery of Credit Dollar Capthis Agreement or an Addendum, and (iii) has become a party to the aggregate outstanding principal amount of advances of proceeds of the Security Documents, accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent, Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00Agent and the Required Lenders hereunder and has otherwise complied with the provisions of Section 9.16(b), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Loan Advance Limit applicable to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit to be financed on such Loan Request, and (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in part. (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable to the Floor Plan Lenders than the Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company Vehicle.

Floor Plan Loans. (a) Subject Each Floor Plan Loan Borrowing made to the terms and conditions of this Agreement and the other Credit Documents, each any of the Floor Plan Lenders severally agrees to make Borrowers by the Banks on the Closing Date or on any Floor Plan Adjustment Date shall be in the minimum aggregate principal amount of One Million Dollars ($1,000,000) and in integral multiples of One Million Dollars ($1,000,000); provided that a Comerica Prime Rate Loan or a Floor Plan Loan resulting from a Draft may be in any amount and shall consist of Floor Plan Loans of the same Type made ratably by the Banks in Dollars to the accordance with their respective Pro Rata Share of Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility Loan Commitments; provided, however, that (i) with regard the failure of any Bank to each make any Floor Plan LenderLoan shall not relieve any other Bank of its obligation to lend hereunder. (b) Each Floor Plan Loan Borrowing shall be a Comerica Prime Rate Borrowing or a Eurodollar Borrowing as any of the Floor Plan Borrowers may request pursuant to Section 2.3. Each Bank may fulfill its obligation to make Floor Plan Loans with respect to any Eurodollar Loan by causing, at its option, any domestic or foreign branch or Affiliate of such Bank to make such Loan, provided that the exercise of such option shall not affect the obligation of the applicable Floor Plan Borrower to repay such Loan in accordance with the terms of the applicable Note. (c) Not later than 10:00 a.m., Houston, Texas time on the Closing Date any one or more of the Floor Plan Borrowers shall deliver a Request for Borrowing to the Floor Plan Agent. Not later than 11:00 a.m. Houston, Texas time of the same day, the Floor Plan Loan Exposure Agent shall notify the Agent of such the Type of Borrowing requested and the aggregate amount of Floor Plan Lender shall not at any time exceed the amount of such Floor Plan Lender’s Floor Plan Loan Commitment, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed Loans being requested by the Floor Plan Line of Credit Dollar Cap, (iii) the aggregate outstanding principal amount of advances of proceeds Borrowers as of the Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00)Closing Date, and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against less an individual Floor Plan Vehicle or Unit, subject, in each case, amount equal to the applicable Floor Plan initial Swing Line Loan Advance Limit applicable to Minimum Amount. Upon receipt of such Floor Plan Vehicle or Unit; (v) notice, the aggregate principal amount of Agent shall notify each advance of proceeds Bank of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed contents thereof and the sum amount of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit required to be financed on advanced by such Loan RequestBank. (d) Each Bank shall, and (vi) upon request from the Total Agent, from time to time as herein provided, advance the amount required in connection with each such Floor Plan Loan Outstandings shall notBorrowing by paying to the Agent in U.S. Dollars and in immediately available funds on the same day not later than 3:00 p.m., at any Houston, Texas time, exceed any and, subject to satisfaction of the limitations conditions set forth in Article VIII, and the Certificate of Designations. The Administrative terms, provisions and conditions set forth in Section 2.3 and Section 4.3, the Agent may at shall promptly and in any time in its sole and absolute discretion establish limits event on the aggregate outstanding amount of any Floor Plan Loans available same day, credit the amounts so received to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds account of the Floor Plan Loans which would cause Agent, or, if a Floor Plan Loan Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the aggregate unpaid principal balances amounts so received to the respective Banks. Upon receipt of such funds the Floor Plan Agent shall promptly and in any event on the same day, credit the amount so received to the account of the applicable Borrower. (e) Unless the Agent shall have received notice from a Bank prior to the date of any such Floor Plan Loan Borrowing that such Bank will not make available to the Agent such Bank's portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Floor Plan Loan Borrowing in accordance with this Section 2.2(e) and the Agent may, in reliance upon such assumption, make available to the Floor Second Amended and Restated Revolving Credit Agreement Plan Agent on such date a corresponding amount. If, and to the extent that such Bank shall not have made such portion available to the Agent, such Bank and the applicable Floor Plan Borrowers severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Floor Plan Agent until the date such amount is repaid to the Agent (i) in the case of the Floor Plan Loans (including M&T Advances) to exceed Borrowers, at the above-stated limitations. In Applicable Interest Rate at the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments time to the Administrative Agent as will be sufficient to reduce Loans comprising such Borrowing and (ii) in the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess case of such limitationsBank, at the Federal Funds Effective Rate. Subject If such Bank shall repay to the application and satisfaction Agent such corresponding amount, such amount shall constitute such Bank's Loan as part of the terms and conditions such Borrowing for purposes of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in partAgreement. (bf) The A Floor Plan Borrowers may Subsidiary shall not be entitled to request to reborrow any a Floor Plan Loan against Borrowing hereunder until it (i) has executed and delivered to the Banks, as aforesaid, the Notes, and to the Swing Line Bank, a Swing Line Note, (ii) has become a party to this Agreement by execution and delivery of an individual Eligible Addendum, and (iii) has become a party to the Security Documents, accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent, Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, Agent and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion Required Banks hereunder and has otherwise complied with the provisions of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable to the Floor Plan Lenders than the Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company VehicleSection 9.15.

Floor Plan Loans. (a) Subject Each Floor Plan Loan Borrowing made to the terms and conditions of this Agreement and the other Credit Documents, each any of the Floor Plan Borrowers by the Lenders severally agrees to make on the Closing Date or on any Floor Plan Adjustment Date shall be in the minimum aggregate principal amount of One Million Dollars ($1,000,000) and in integral multiples of One Million Dollars ($1,000,000); provided that a Comerica Prime Rate Loan or a Floor Plan Loan resulting from a Draft may be in any amount and shall consist of Floor Plan Loans of the same Type made ratably by the Lenders in Dollars to the accordance with their respective Pro Rata Share of Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility Loan Commitments; provided, however, that (i) with regard the failure of any Lender to each make any Floor Plan LenderLoan shall not relieve any other Lender of its obligation to lend hereunder. (b) Each Floor Plan Loan Borrowing shall be a Comerica Prime Rate Borrowing or a Eurodollar Borrowing as any of the Floor Plan Borrowers may request pursuant to Section 2.3. Each Lender may fulfill its obligation to make Floor Plan Loans with respect to any Eurodollar Loan by causing, at its option, any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that the exercise of such option shall not affect the obligation of the applicable Floor Plan Borrower to repay such Loan in accordance with the terms of the applicable Note. (c) Not later than 10:00 A.M., HOUSTON, TEXAS TIME on the Closing Date any one or more of the Floor Plan Borrowers shall deliver a Request for Borrowing to the Floor Plan Agent. Not later than 11:00 A.M. HOUSTON, TEXAS TIME of the same day, the Floor Plan Loan Exposure Agent shall notify the Agent of such the Type of Borrowing requested and the aggregate amount of Floor Plan Lender shall not at any time exceed the amount of such Floor Plan Lender’s Floor Plan Loan Commitment, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed Loans being requested by the Floor Plan Line of Credit Dollar Cap, (iii) the aggregate outstanding principal amount of advances of proceeds Borrowers as of the Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00)Closing Date, and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against less an individual Floor Plan Vehicle or Unit, subject, in each case, amount equal to the applicable Floor Plan initial Swing Line Loan Advance Limit applicable to Minimum Amount. Upon receipt of such Floor Plan Vehicle or Unit; (v) notice, the aggregate principal amount of Agent shall notify each advance of proceeds Lender of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed contents thereof and the sum amount of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit required to be financed on advanced by such Loan RequestLender. (d) Each Lender shall, and (vi) upon request from the Total Agent, from time to time as herein provided, advance the amount required in connection with each such Floor Plan Loan Outstandings shall notBorrowing by paying to the Agent in U.S. Dollars and in immediately available funds on the same day not later than 3:00 P.M., at any timeHOUSTON, exceed any TEXAS TIME, and, subject to satisfaction of the limitations conditions set forth in Article VIII, and the Certificate of Designations. The Administrative terms, provisions and conditions set forth in Section 2.3 and Section 4.3, the Agent may at shall promptly and in any time in its sole and absolute discretion establish limits event on the aggregate outstanding amount of any Floor Plan Loans available same day, credit the amounts so received to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds account of the Floor Plan Loans which would cause Agent, or, if a Floor Plan Loan Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the aggregate unpaid principal balances amounts so received to the respective Lenders. Upon receipt of such funds the Floor Plan Agent shall promptly and in any event on the same day, credit the amount so received to the account of the applicable Borrower. (e) Unless the Agent shall have received notice from a Lender prior to the date of any such Floor Plan Loan Borrowing that such Lender will not make available to the Agent such Lender's portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Floor Plan Loan Borrowing in accordance with this Section 2.2(e) and the Agent may, in reliance upon such assumption, make available to the Floor Plan Agent on such date a corresponding amount. If, and to the extent that such Lender shall not have made such portion available to the Agent, such Lender and the applicable Floor Plan Borrowers severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Floor Plan Agent until the date such amount is repaid to the Agent (i) in the case of the Floor Plan Loans (including M&T Advances) to exceed Borrowers, at the above-stated limitations. In Applicable Interest Rate at the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments time to the Administrative Agent as will be sufficient to reduce Loans comprising such Borrowing and (ii) in the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess case of such limitationsLender, at the Federal Funds Effective Rate. Subject If such Lender shall repay to the application and satisfaction Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of the terms and conditions such Borrowing for purposes of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in partAgreement. (bf) The A Floor Plan Borrowers may Subsidiary shall not be entitled to request to reborrow any a Floor Plan Loan against Borrowing hereunder until it (i) has executed and delivered to the Lenders, as aforesaid, the Notes, and to the Swing Line Bank, a Swing Line Note, (ii) has become a party to this Agreement by execution and delivery of an individual Eligible Addendum, and (iii) has become a party to the Security Documents, accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent, Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, Agent and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion Required Lenders hereunder and has otherwise complied with the provisions of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable to the Floor Plan Lenders than the Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company VehicleSection 9.15.

Floor Plan Loans. (a) Subject Each Floor Plan Loan Borrowing made to the terms and conditions of this Agreement and the other Credit Documents, each any of the Floor Plan Lenders severally agrees to make Borrowers by the Banks on the Closing Date or on any Floor Plan Adjustment Date shall be in the minimum aggregate principal amount of One Million Dollars ($1,000,000) and in integral multiples of One Million Dollars ($1,000,000); provided that a Comerica Prime Rate Loan or a Floor Plan Loan resulting from a Draft may be in any amount and shall consist of Floor Plan Loans of the same Type made ratably by the Banks in Dollars to the accordance with their respective Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility Loan Commitments; provided, however, that (i) with regard the failure of any Bank to each make any Floor Plan LenderLoan shall not relieve any other Bank of its obligation to lend hereunder. (b) Each Floor Plan Loan Borrowing shall be a Comerica Prime Rate Borrowing or a Eurodollar Borrowing as any of the Floor Plan Borrowers may request pursuant to Section 2.3. Each Bank may fulfill its obligation to make Floor Plan Loans with respect to any Eurodollar Loan by causing, at its option, any domestic or foreign branch or Affiliate of such Bank to make such Loan, provided that the exercise of such option shall not affect the obligation of the applicable Floor Plan Borrower to repay such Loan in accordance with the terms of the applicable Note. (c) Not later than 10:00 A.M., HOUSTON, TEXAS TIME on the Closing Date any one or more of the Floor Plan Borrowers shall deliver a Request for Borrowing to the Floor Plan Agent. Not later than 11:00 A.M. HOUSTON, TEXAS TIME of the same day, the Floor Plan Agent shall notify the Agent of the Type of Borrowing requested and the aggregate amount of Floor Plan Loans being requested by the Floor Plan Borrowers as of the Closing Date, less an amount equal to the initial Swing Line Loan Exposure Minimum Amount. Upon receipt of such Floor Plan Lender notice, the Agent shall not at any notify each Bank of the contents thereof and of such Bank's Pro Rata Share of such Borrowing. (d) Each Bank shall, upon request from the Agent, from time exceed to time as herein provided, make its Pro Rata Share of the amount of such Floor Plan Lender’s Floor Plan Loan Commitment, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed the Floor Plan Line of Credit Dollar Cap, (iii) the aggregate outstanding principal amount of advances of proceeds of the Floor Plan Loans (including M&T Advances) used Borrowing to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Loan Advance Limit applicable to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit to be financed on such Loan Request, and (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in part. (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable to the Floor Plan Lenders than the Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company Vehicle.the

Floor Plan Loans. (a) Subject to the terms and conditions of this Agreement and the other Credit Documents, each of the Floor Plan Lenders severally agrees to make Floor Plan Loans in Dollars to the Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility ; provided, however, that (i) with regard to each Floor Plan Lender, the Floor Plan Loan Exposure of such Floor Plan Lender shall not at any time exceed the amount of such Floor Plan Lender’s Floor Plan Loan Commitment, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed the Floor Plan Line of Credit Dollar Cap, (iii) the aggregate outstanding principal amount of advances of proceeds of the Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Loan Advance Limit applicable to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit to be financed on such Loan Request, and (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in part. (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable to the Floor Plan Lenders than the Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company Vehicle. (c) Each Floor Plan Loan extended by a Floor Plan Lender shall be in a principal amount equal to such Floor Plan Lender’s Floor Plan Loan Commitment Percentage of the aggregate principal amount of the Floor Plan Loans requested on such occasion.

Floor Plan Loans. (a) Subject to the terms and conditions of this Agreement and the other Credit Documents, each of the Each Floor Plan Lenders severally agrees Loan Borrowing may be in any amount. (b) Each Floor Plan Loan Borrowing shall be a SOFR Borrowing (unless (i) the Alternate Base Rate is in effect in accordance with Article V hereof, in which case the Borrowing shall be made as an ABR Borrowing or (ii) initially resulting from a Draft in which case it shall be made as a Quoted Rate Borrowing). Each Floor Plan Lender may fulfill its obligation to make Floor Plan Loans in Dollars with respect to the Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility ; providedSOFR Loan by causing, howeverat its option, that (i) with regard to each Floor Plan Lender, the Floor Plan Loan Exposure any domestic or foreign branch or Affiliate of such Floor Plan Lender to make such Loan, provided that the exercise of such option shall not at any time exceed affect the amount obligation of such the applicable Floor Plan Lender’s Borrower to repay such Loan in accordance with the terms of the applicable Note. (c) A Floor Plan Loan CommitmentBorrower shall not be entitled to request a Floor Plan Borrowing hereunder until it (i) has executed and delivered to the Floor Plan Lenders, as aforesaid, the Notes and to the Swing Line Bank, a Swing Line Note, or has joined such Notes by execution and delivery of an Addendum, (ii) has become a party to this Agreement by execution and delivery of this Agreement or an Addendum, and (iii) has become a party to the Total Security Documents, accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent, Floor Plan Agent and the Required Xxxxxxx hereunder and has otherwise complied with the provisions of Section 9.16(b). (d) A Floor Plan Borrower that becomes a Dual Subsidiary shall not be entitled to request a New Vehicle Floor Plan Loan Outstandings shall not at any time exceed or a New Vehicle Swing Line Loan from and after the Floor Plan Line of Credit Dollar Cap, (iii) the aggregate outstanding principal amount of advances of proceeds of the Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Loan Advance Limit applicable Dual Subsidiary Financing Commencement Date with respect to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Borrower unless and until such time as such Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit Borrower ceases to be financed on such Loan Request, and a Dual Subsidiary (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth as notified in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments writing to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in partAgent). (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable to the Floor Plan Lenders than the Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company Vehicle.

Floor Plan Loans. (a) Subject to the terms and conditions of this Agreement and the other Credit Documents, each of the Each Floor Plan Lenders severally agrees Loan Borrowing may be in any amount. (b) Each Floor Plan Loan Borrowing shall be a SOFR Borrowing (unless (i) the Alternate Base Rate is in effect in accordance with Article V hereof, in which case the Borrowing shall be made as an ABR Borrowing or (ii) initially resulting from a Draft in which case it shall be made as a Quoted Rate Borrowing). Each Floor Plan Lender may fulfill its obligation to make Floor Plan Loans in Dollars with respect to the Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility ; providedSOFR Loan by causing, howeverat its option, that (i) with regard to each Floor Plan Lender, the Floor Plan Loan Exposure any domestic or foreign branch or Affiliate of such Floor Plan Lender to make such Loan, provided that the exercise of such option shall not at any time exceed affect the amount obligation of such the applicable Floor Plan Lender’s Borrower to repay such Loan in accordance with the terms of the applicable Note. (c) A Floor Plan Loan CommitmentBorrower shall not be entitled to request a Floor Plan Borrowing hereunder until it (i) has executed and delivered to the Floor Plan Lenders, as aforesaid, the Notes and to the Swing Line Bank, a Swing Line Note, or has joined such Notes by execution and delivery of an Addendum, (ii) has become a party to this Agreement by execution and delivery of this Agreement or an Addendum, and (iii) has become a party to the Total Security Documents, accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent, Floor Plan Agent and the Required Lenders xxxxxxxer and has otherwise complied with the provisions of Section 9.16(b). (d) A Floor Plan Borrower that becomes a Dual Subsidiary shall not be entitled to request a New Vehicle Floor Plan Loan Outstandings shall not at any time exceed or a New Vehicle Swing Line Loan from and after the Floor Plan Line of Credit Dollar Cap, (iii) the aggregate outstanding principal amount of advances of proceeds of the Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Loan Advance Limit applicable Dual Subsidiary Financing Commencement Date with respect to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Borrower unless and until such time as such Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit Borrower ceases to be financed on such Loan Request, and a Dual Subsidiary (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth as notified in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments writing to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in partAgent). (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable to the Floor Plan Lenders than the Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company Vehicle.

Floor Plan Loans. (a) Subject to the terms and conditions of this Agreement and the other Credit Documents, each of the Floor Plan Lenders severally agrees to make revolving credit loans (the “Floor Plan Loans in Dollars Loans”) to the Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Commitment Period for until the Floor Plan Facility Line of Credit Termination Date; provided, however, that (i) with regard to each Floor Plan Lender, the Floor Plan Loan Exposure of such Floor Plan Lender shall not at any time exceed the amount of such Floor Plan Lender’s Floor Plan Loan Commitment, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed the Floor Plan Line of Credit Dollar Cap, (iii) the aggregate outstanding principal amount of advances of proceeds of the Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Forty-Five Million Dollars ($90,000,000.0045,000,000.00), (B) Eligible Rental Floor Plan Units shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000.00), and (BC) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Loan Advance Limit applicable to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit to be financed on such Loan Request, and (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in partpart until the Floor Plan Line of Credit Termination Date. (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit Unit, Eligible Rental Floor Plan Unit, or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring . (c) Each Floor Plan Loan extended by a Lender shall not have terms less favorable be in a principal amount equal to the Lender’s Floor Plan Loan Commitment Percentage of the aggregate principal amount of the Floor Plan Lenders than the Floor Plan Loan that originally financed Loans requested on such Eligible New Floor Plan Unit or Permitted Company Vehicleoccasion.

Floor Plan Loans. (a) Subject to the terms and conditions of this Agreement and the other Credit Documents, each of the Floor Plan Lenders severally agrees to make Floor Plan Loans in Dollars to the Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility Facility; provided, however, that (i) with regard to each Floor Plan Lender, the Floor Plan Loan Exposure of such Floor Plan Lender shall not at any time exceed the amount of such Floor Plan Lender’s Floor Plan Loan Commitment, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed the Floor Plan Line of Credit Dollar Cap, (iii) the aggregate outstanding principal amount of advances of proceeds of the Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Loan Advance Limit applicable to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit to be financed on such Loan Request, and (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth in the Certificate of DesignationsDesignations while the Certificate of Designations remains in effect. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in part. (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including including, without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable to the Floor Plan Lenders than the Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company Vehicle.

Floor Plan Loans. (a) Subject to the terms and conditions of this Agreement and the other Credit Documents, each of the Floor Plan Lenders severally agrees to make revolving credit loans (the “Floor Plan Loans in Dollars Loans”) to the Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility ; provided, however, that (i) with regard to each Floor Plan Lender, the Floor Plan Loan Exposure of such Floor Plan Lender shall not at any time exceed the amount of such Floor Plan Lender’s Floor Plan Loan Commitment, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed the Floor Plan Line of Credit Dollar Cap, (iii) the aggregate outstanding principal amount of advances of proceeds of the Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Loan Advance Limit applicable to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit to be financed on such Loan Request, and (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in part. (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable to the Floor Plan Lenders than the Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company Vehicle.

Floor Plan Loans. (a) Subject to Each Floor Plan Loan Borrowing shall be in the terms minimum aggregate principal amount of $1,000,000 and conditions in integral multiples of this Agreement $1,000,000; provided that a Swing Line Loan, Swing Line Overdraft Loan, Comerica Prime Rate Loan or a Floor Plan Loan resulting from a Draft may be in any amount and shall consist of Floor Plan Loans of the other Credit Documents, each of same Type made ratably by the Floor Plan Lenders severally agrees to make in accordance with their respective Pro Rata Share of Floor Plan Loans in Dollars to the Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility Loan Commitments; provided, however, that (i) with regard to each the failure of any Floor Plan LenderLender to make any Floor Plan Loan shall not relieve any other Floor Plan Lender of its obligation to lend hereunder. (b) Each Floor Plan Loan Borrowing shall be a Comerica Prime Rate Borrowing or a Eurodollar Borrowing (other than those resulting from a Draft, which shall be initially borrowed as Swing Line Loans bearing interest at the Quoted Rate plus the applicable margin set forth in Section 5.2(e)) as any of the Floor Plan Borrowers may request pursuant to Section 2.3. Each Floor Plan Lender may fulfill its obligation to make Floor Plan Loans with respect to any Eurodollar Loan Exposure by causing, at its option, any domestic or foreign branch or Affiliate of such Floor Plan Lender to make such Loan, provided that the exercise of such option shall not at any time exceed affect the amount obligation of such the applicable Floor Plan Lender’s Borrower to repay such Loan in accordance with the terms of the applicable Note. (c) A Floor Plan Loan CommitmentBorrower shall not be entitled to request a Floor Plan Borrowing hereunder until it (i) has executed and delivered to the Floor Plan Lenders, as aforesaid, the Notes, and to the Swing Line Bank, a Swing Line Note, or has joined such Notes by execution and delivery of an Addendum, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed the Floor Plan Line has become a party to this Agreement by execution and delivery of Credit Dollar Capthis Agreement or an Addendum, and (iii) has become a party to the aggregate outstanding principal amount of advances of proceeds of the Security Documents, accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent, Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00Agent and the Required Lenders hereunder and has otherwise complied with the provisions of Section 9.16(b), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Loan Advance Limit applicable to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit to be financed on such Loan Request, and (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in part. (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable to the Floor Plan Lenders than the Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company Vehicle.

Floor Plan Loans. (a) Subject to the terms and conditions of this Agreement and the other Credit Documentsset forth herein, each of the Floor Plan Lenders Lender severally agrees to make loans (each such loan, a “Floor Plan Loans in Dollars Loan”) to the Floor Plan Borrowers as joint and several obligors Borrowers, jointly or severally, from time to time time, on any Borrowing Date Business Day during the Availability Period for the Floor Plan Facility Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Floor Plan Commitment, for the purpose of enabling such Borrowers and the other Loan Parties to purchase Inventory consisting of New Vehicles (including Fleet Vehicles), Used Vehicles, Loaner Vehicles and Demonstrator Vehicles; providedprovided that, however, that (i) with regard after giving effect to each Floor Plan Lender, the Floor Plan Loan Exposure of such Floor Plan Lender shall not at any time exceed the amount of such Floor Plan Lender’s Floor Plan Loan Commitment, Borrowing: (iia) the Total Floor Plan Loan Outstandings shall not at any time exceed the Aggregate Floor Plan Line of Credit Dollar Cap, Commitments; (iiib) the aggregate outstanding principal amount of advances of proceeds Outstanding Amount of the Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed Ninety Million Dollars such Lender’s Floor Plan Commitment; ($90,000,000.00)c) the Total Floor Plan Outstandings for New Vehicles, Used Vehicles, Loaner Vehicles and Demonstrator Vehicles will not exceed the sublimits with respect to each Loan Party and Vehicle type set forth in the Vehicle Allocation Schedule unless otherwise approved by the Administrative Agent in its sole discretion; and (Bd) Permitted Company the Total Floor Plan Outstandings for Fleet Vehicles shall will not exceed One Million Dollars ($1,000,000.00); (iv) each such sublimits and aggregate amount as are determined from time to time by the Administrative Agent in its sole discretion. Each Floor Plan Loan (including M&T Advances) Borrowing shall be advanced against an individual consist entirely of Base Rate Loans or Eurodollar Loans, as such Borrowers may request. Proceeds of Floor Plan Vehicle Loans shall only be used to pay the purchase price of Vehicles, including the refinancing of Swing Line Loans, other Floor Plan Loans or Unit, subjectIndebtedness existing as of the Closing Date, in each case, utilized for such purpose. Within the limits of each Lender’s Floor Plan Commitment and the Aggregate Floor Plan Commitments, and subject to the applicable Floor Plan Loan Advance Limit applicable to other terms and conditions hereof, such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Borrowers may borrow, repay and reborrow Floor Plan Loans on a revolving basis. Notwithstanding anything herein to the contrary, (including M&T Advancesa) requested in each Loan Request shall not exceed the sum no borrowing of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle Loans or Unit Swing Line Loans may be made under or with respect to be financed on such Loan Requestthe sublimits with respect to LMP Greeneville BBCBCG, and (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations LLC set forth in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers Vehicle Allocation Schedule, or to finance purchases or otherwise with respect to any vehicles of Eligible New Floor Plan Units from a particular ManufacturerLMP Greeneville BBCBCG, supplier LLC or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause dealership being acquired in the aggregate unpaid principal balances of Xxxxxxx Dealership Acquisition, unless and until the Floor Plan Loans Xxxxxxx Dealership Acquisition and the Xxxxxxx Real Property Acquisition have been consummated (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make or are being consummated substantially simultaneously with such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in part. borrowing); (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding no borrowing of Floor Plan Loans or Swing Line Loans may be made under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable or with respect to the sublimits with respect to LMP Beckley HOB, LLC set forth in the Vehicle Allocation Schedule, or to finance or otherwise with respect to any vehicles of LMP Beckley HOB, LLC or the dealership being acquired in the Beckley Hyundai Acquisition, unless and until the Beckley Hyundai Acquisition has been consummated (or are being consummated substantially simultaneously with such borrowing); and (c) no borrowing of Floor Plan Lenders than Loans or Swing Line Loans may be made under or with respect to the Floor Plan Loan that originally financed sublimits with respect to LMP Xxxxxxx XX, LLC set forth in the Vehicle Allocation Schedule, or to finance or otherwise with respect to any vehicles of LMP Xxxxxxx XX, LLC or the dealership being acquired in the Beckley Subaru Acquisition, unless and until the Beckley Subaru Acquisition has been consummated (or are being consummated substantially simultaneously with such Eligible New Floor Plan Unit or Permitted Company Vehicleborrowing).

Floor Plan Loans. (a) Subject to Each Floor Plan Loan Borrowing shall be in the terms minimum aggregate principal amount of One Million Dollars ($1,000,000) and conditions in integral multiples of this Agreement One Million Dollars ($1,000,000); provided that a Swing Line Loan, Swing Line Overdraft Loan, Comerica Prime Rate Loan or a Floor Plan Loan resulting from a Draft may be in any amount and shall consist of Floor Plan Loans of the other Credit Documents, each of same Type made ratably by the Floor Plan Lenders severally agrees to make in accordance with their respective Pro Rata Share of Floor Plan Loans in Dollars to the Floor Plan Borrowers as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility Loan Commitments; provided, however, that (i) with regard to each the failure of any Floor Plan LenderLender to make any Floor Plan Loan shall not relieve any other Floor Plan Lender of its obligation to lend hereunder. (b) Each Floor Plan Loan Borrowing shall be a Comerica Prime Rate Borrowing or a Eurodollar Borrowing (other than those resulting from a Draft, which shall be at the Quoted Rate only) as any of the Floor Plan Borrowers may request pursuant to Section 2.3. Each Floor Plan Lender may fulfill its obligation to make Floor Plan Loans with respect to any Eurodollar Loan Exposure by causing, at its option, any domestic or foreign branch or Affiliate of such Floor Plan Lender to make such Loan, provided that the exercise of such option shall not at any time exceed affect the amount obligation of such the applicable Floor Plan Lender’s Borrower to repay such Loan in accordance with the terms of the applicable Note. (c) A Floor Plan Loan CommitmentSubsidiary shall not be entitled to request a Floor Plan Borrowing hereunder until it (i) has executed and delivered to the Floor Plan Lenders, as aforesaid, the Notes, and to the Swing Line Bank, a Swing Line Note, (ii) the Total Floor Plan Loan Outstandings shall not at any time exceed the Floor Plan Line has become a party to this Agreement by execution and delivery of Credit Dollar Capan Addendum, and (iii) has become a party to the aggregate outstanding principal amount of advances of proceeds of the Security Documents, accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent, Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars ($90,000,000.00Agent and the Required Lenders hereunder and has otherwise complied with the provisions of Section 9.16(b), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan (including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable Floor Plan Loan Advance Limit applicable to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance Limit amounts for each Floor Plan Vehicle or Unit to be financed on such Loan Request, and (vi) the Total Floor Plan Loan Outstandings shall not, at any time, exceed any of the limitations set forth in the Certificate of Designations. The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the Floor Plan Borrowers shall immediately make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in part. (b) The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts, at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any such Reflooring Loan shall not have terms less favorable to the Floor Plan Lenders than the Floor Plan Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company Vehicle.