Common use of Floor Plan Loans Clause in Contracts

Floor Plan Loans. (a) Each Floor Plan Loan Borrowing 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 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 same Type made ratably by the Floor Plan Lenders in accordance with their respective Pro Rata Share of Floor Plan Loan Commitments; provided, however, that the failure of any Floor Plan Lender 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 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 affect the obligation of the applicable Floor Plan Borrower to repay such Loan in accordance with the terms of the applicable Note. (c) A Floor Plan Borrower 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 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 hereunder and has otherwise complied with the provisions of Section 9.16(b).

Floor Plan Loans. (a) Each Floor Plan Loan Borrowing shall be in Subject to the minimum aggregate principal amount terms and conditions of One Million Dollars ($1,000,000) this Agreement and in integral multiples the other Credit Documents, each of 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 same Type made ratably by the Floor Plan Lenders in accordance with their respective Pro Rata Share of severally agrees to make Floor Plan Loan CommitmentsLoans 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 failure 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 Lender Loans available to make any be used by the Floor Plan Loan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not relieve request any other advances of proceeds of the Floor Plan Lender Loans which would cause the aggregate unpaid principal balances of its obligation the Floor Plan Loans (including M&T Advances) to lend hereunderexceed 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) 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 The Floor Plan Borrowers may request pursuant to Section 2.3. Each reborrow any Floor Plan Lender may fulfill 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 obligation 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 make 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 with respect to under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any Eurodollar such Reflooring Loan 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 affect the obligation of the applicable Floor Plan Borrower to repay such Loan in accordance with the have terms of the applicable Note. (c) A Floor Plan Borrower shall not be entitled to request a Floor Plan Borrowing hereunder until it (i) has executed and delivered less favorable to the Floor Plan Lenders, as aforesaid, Lenders than 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 Agent and the Required Lenders hereunder and has otherwise complied with the provisions of Section 9.16(b)Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company Vehicle.

Floor Plan Loans. (a) Each Floor Plan Loan Borrowing 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 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 same Type made ratably by the Floor Plan Lenders in accordance with their respective Pro Rata Share of Floor Plan Loan Commitments; provided, however, that the failure of any Floor Plan Lender 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 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 affect the obligation of the applicable Floor Plan Borrower to repay such Loan in accordance with the terms of the applicable Note. (c) A Floor Plan Borrower 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, 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 Agent and the Required Lenders hereunder and has otherwise complied with the provisions of Section 9.16(b).

Floor Plan Loans. (a) Each Floor Plan Loan Borrowing shall be in Subject to the minimum aggregate principal amount terms and conditions of One Million Dollars ($1,000,000) this Agreement and in integral multiples the other Credit Documents, each of 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 same Type made ratably by the Floor Plan Lenders in accordance with their respective Pro Rata Share of severally agrees to make Floor Plan Loan CommitmentsLoans 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 failure 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 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 Lender Loans available to make any be used by the Floor Plan Loan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not relieve request any other advances of proceeds of the Floor Plan Lender Loans which would cause the aggregate unpaid principal balances of its obligation the Floor Plan Loans (including M&T Advances) to lend hereunderexceed 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) 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 The Floor Plan Borrowers may request pursuant to Section 2.3. Each reborrow any Floor Plan Lender may fulfill 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 obligation 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 make 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 with respect to under this Agreement and under the other Credit Documents) as the Administrative Agent may determine; provided, however, that any Eurodollar such Reflooring Loan 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 affect the obligation of the applicable Floor Plan Borrower to repay such Loan in accordance with the have terms of the applicable Note. (c) A Floor Plan Borrower shall not be entitled to request a Floor Plan Borrowing hereunder until it (i) has executed and delivered less favorable to the Floor Plan Lenders, as aforesaid, Lenders than 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 Agent and the Required Lenders hereunder and has otherwise complied with the provisions of Section 9.16(b)Loan that originally financed such Eligible New Floor Plan Unit or Permitted Company Vehicle.

Floor Plan Loans. (a) Each Floor Plan Loan Borrowing shall be in Subject to the minimum aggregate principal amount terms and conditions of One Million Dollars ($1,000,000) this Agreement and in integral multiples the other Credit Documents, each of 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 same Type made ratably by the Floor Plan Lenders in accordance with their respective Pro Rata Share of severally agrees to make revolving credit loans (the “Floor Plan Loan CommitmentsLoans”) 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 failure 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 Lender Loans available to make any be used by the Floor Plan Loan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not relieve request any other advances of proceeds of the Floor Plan Lender Loans which would cause the aggregate unpaid principal balances of its obligation the Floor Plan Loans (including M&T Advances) to lend hereunderexceed 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) 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 The Floor Plan Borrowers may request pursuant to Section 2.3. Each reborrow any Floor Plan Lender may fulfill 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 obligation 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 make 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 with respect to any Eurodollar Loan 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 affect the obligation of the applicable Floor Plan Borrower to repay such Loan in accordance with the terms of the applicable Note. (c) A Floor Plan Borrower 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 under this Agreement by execution and delivery of this Agreement or an Addendum, and (iiiunder the other Credit Documents) has become a party to as the Security Documents, accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent, Floor Plan Administrative Agent and the Required Lenders hereunder and has otherwise complied with the provisions of Section 9.16(b)may determine.

Floor Plan Loans. (a) Each Subject to the terms and conditions of this Agreement and the other Credit Documents, each of the Lenders severally agrees to make revolving credit loans (the “Floor Plan Loan Loans”) to the Borrowers as joint and several obligors from time to time on any Borrowing shall be in Date during 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 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 same Type made ratably by Commitment Period until the Floor Plan Lenders in accordance with their respective Pro Rata Share Line of Floor Plan Loan CommitmentsCredit Termination Date; provided, however, that (i) with regard to each Lender, the failure Floor Plan Loan Exposure of such Lender shall not at any time exceed the amount of such 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 Forty-Five Million Dollars ($45,000,000.00), (B) Eligible Rental Floor Plan Units shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000.00), and (C) 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 Lender Loans available to make any be used by the Borrowers to finance purchases of Eligible New Floor Plan Loan Units from a particular Manufacturer, supplier or dealer. The Borrowers shall not relieve request any other advances of proceeds of the Floor Plan Lender Loans which would cause the aggregate unpaid principal balances of its obligation the Floor Plan Loans (including M&T Advances) to lend hereunderexceed 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 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, the Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in part until the Floor Plan Line of Credit Termination Date. (b) Each The Borrowers may request to reborrow any Floor Plan Loan Borrowing against an individual Eligible Floor Plan Vehicle or Unit originally financed as an Eligible New Floor Plan 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 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 sole discretion of the Floor Plan Borrowers may request pursuant Administrative Agent, and in such amounts, at such advance rates, and subject to Section 2.3. Each Floor Plan Lender may fulfill its obligation 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 make funding of Floor Plan Loans with respect to any Eurodollar Loan by causing, at its option, any domestic or foreign branch or Affiliate of such Floor Plan Lender to make such Loan, provided that under this Agreement and under the exercise of such option shall not affect other Credit Documents) as the obligation of the applicable Floor Plan Borrower to repay such Loan in accordance with the terms of the applicable NoteAdministrative Agent may determine. (c) A Each Floor Plan Borrower Loan extended by a Lender shall not be entitled in a principal amount equal to request a the Lender’s Floor Plan Borrowing hereunder until it (i) has executed and delivered to Loan Commitment Percentage of the aggregate principal amount of the Floor Plan Lenders, as aforesaid, the Notes, and to the Swing Line Bank, a Swing Line Note, or has joined Loans requested on 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 Agent and the Required Lenders hereunder and has otherwise complied with the provisions of Section 9.16(b)occasion.

Floor Plan Loans. (a) Each Floor Plan Loan Borrowing shall be in Subject to the minimum aggregate principal amount terms and conditions of One Million Dollars ($1,000,000) this Agreement and in integral multiples the other Credit Documents, each of 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 same Type made ratably by the Floor Plan Lenders in accordance with their respective Pro Rata Share of severally agrees to make revolving credit loans (the “Floor Plan Loan CommitmentsLoans”) 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 failure 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 Lender Loans available to make any be used by the Floor Plan Loan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not relieve request any other advances of proceeds of the Floor Plan Lender Loans which would cause the aggregate unpaid principal balances of its obligation the Floor Plan Loans (including M&T Advances) to lend hereunderexceed 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) 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 The Floor Plan Borrowers may request pursuant to Section 2.3. Each reborrow any Floor Plan Lender may fulfill 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 obligation 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 make 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 with respect to any Eurodollar Loan by causing, at its option, any domestic or foreign branch or Affiliate of such Floor Plan Lender to make such Loan, provided that under this Agreement and under the exercise of such option shall not affect other Credit Documents) as the obligation of the applicable Floor Plan Borrower to repay such Loan in accordance with the terms of the applicable NoteAdministrative Agent may determine. (c) A Each Floor Plan Borrower shall not be entitled to request Loan extended by a Floor Plan Borrowing hereunder until it (i) has executed and delivered 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 Lenders, as aforesaid, the Notes, and to the Swing Line Bank, a Swing Line Note, or has joined Loans requested on 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 Agent and the Required Lenders hereunder and has otherwise complied with the provisions of Section 9.16(b)occasion.

Floor Plan Loans. (a) Each Floor Plan Loan Borrowing shall be in Subject to the minimum aggregate principal amount terms and conditions of One Million Dollars ($1,000,000) this Agreement and in integral multiples the other Credit Documents, each of 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 same Type made ratably by the Floor Plan Lenders in accordance with their respective Pro Rata Share of severally agrees to make Floor Plan Loan CommitmentsLoans 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 failure 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 Lender Loans available to make any be used by the Floor Plan Loan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer. The Floor Plan Borrowers shall not relieve request any other advances of proceeds of the Floor Plan Lender Loans which would cause the aggregate unpaid principal balances of its obligation the Floor Plan Loans (including M&T Advances) to lend hereunderexceed 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) 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 The Floor Plan Borrowers may request pursuant to Section 2.3. Each reborrow any Floor Plan Lender may fulfill 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 obligation 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 make 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 with respect 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 any Eurodollar Loan by causing, at its option, any domestic or foreign branch or Affiliate of such the Floor Plan Lender to make such Loan, provided that Lenders than the exercise of such option shall not affect the obligation of the applicable Floor Plan Borrower to repay Loan that originally financed such Loan in accordance with the terms of the applicable NoteEligible New Floor Plan Unit or Permitted Company Vehicle. (c) A Each Floor Plan Borrower shall not be entitled to request Loan extended by a Floor Plan Borrowing hereunder until it (i) has executed and delivered 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 Lenders, as aforesaid, the Notes, and to the Swing Line Bank, a Swing Line Note, or has joined Loans requested on 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 Agent and the Required Lenders hereunder and has otherwise complied with the provisions of Section 9.16(b)occasion.