Common use of Floorplan Loan Facility Generally Clause in Contracts

Floorplan Loan Facility Generally. Subject to the terms herein, each Lender shall, by funding such Lender’s Pro-Rata Share thereof as provided for herein, make available to Resellers such Lender’s Pro-Rata Share (as provided on Exhibit A hereto) of Floorplan Loan Advances in a principal amount not to exceed, in the aggregate, the Aggregate Floorplan Loan Facility Limit. Each Lender’s Floorplan Loan Facility is its Pro-Rata Share of the Aggregate Floorplan Loan Facility. All Floorplan Loan Advances for Floorplanned Inventory will be made directly to Approved Vendors and not to Resellers. CPC may in the Administrative Agents’ sole discretion issue Approvals such that the sum of the aggregate amount of Approvals outstanding and the aggregate principal amount of Floorplan Loan Advances outstanding may exceed the Aggregate Floorplan Loan Facility Limit subject to Resellers’ obligation to pay down pursuant to Section 3.1.9, if applicable. Subject to the terms of this Agreement, payments and prepayments that are applied to reduce the Aggregate Floorplan Loans may be re-borrowed through subsequent Floorplan Loan Advances, subject to the terms and conditions of this Agreement and the other Loan Documents. While an Event of Default exists under Section 12.1(a), (b), or (j) as to which an Administrative Agent has actual knowledge, no further Approvals will be issued while any such Event of Default exists and is continuing and, except with respect to unfunded Approvals for Floorplan Loan Advances issued prior to an Administrative Agent’s knowledge of such Event of Default, no further Floorplan Loan Advances shall be made while any such Event of Default exists and is continuing. Each Lender shall be obligated to fund its Pro-Rata Share of all Floorplan Loan Advances for Approvals once issued (except any Approvals issued contrary to the terms of the preceding sentence) regardless as to whether at the time of issuance there is an Existing Default or after the date of issuance of any Approval an Event of Default occurs. No Floorplan Loan Facility will be evidenced by promissory notes.

Floorplan Loan Facility Generally. Subject Each Lender shall, subject to the terms and limitations in this Section 3.2, Section 3.6, and elsewhere herein, each Lender shall, make available to Borrower such Lender's pro-rata share (as listed on Exhibit 3 hereto) of an "Aggregate Floorplan Loan Facility" that is initially Seventy Five Million Dollars ($75,000,000) but which will decrease from time to time as provided herein by funding such Lender’s Pro's pro-Rata Share rata share thereof as provided for herein, make available to Resellers such Lender’s Pro-Rata Share (as provided on Exhibit A hereto) of Floorplan Loan Advances in a principal amount not to exceed, in the aggregate, the Aggregate Floorplan Loan Facility Limit. Each Lender’s 's Floorplan Loan Facility is its Propro-Rata Share rata share of the Aggregate Floorplan Loan Facility. All No Floorplan Loan Advances for Floorplanned Inventory Advance will be made directly to Approved Vendors and not to Resellers. CPC may which would result in the Administrative Agents’ sole discretion issue Approvals such that either: (i) the sum of the aggregate amount of Approvals outstanding Aggregate Floorplan Loan, the Interim Floorplan Loan, and the aggregate principal amount of Floorplan Loan Advances outstanding may exceed all unfunded Approvals, exceeding the Aggregate Floorplan Loan Facility; or (ii) the Lenders' Exposure exceeding the Total Aggregate Facility Limit subject to Resellers’ obligation to pay down pursuant to Section 3.1.9, if applicableLimit. Subject to the terms of this Agreement, payments and prepayments that are applied to reduce the Aggregate Floorplan Loans Loan may be re-borrowed through subsequent Floorplan Loan Advances, subject to the terms and conditions of this Agreement and the other Loan Documents. While The Aggregate Floorplan Loan Facility is not a commitment to lend or advance funds but is a discretionary facility. From and after the date on which the Administrative Agent has actual knowledge of an Event of Default exists under Section 12.1(a), (b), 16.1.1 or (j) as to which an Administrative Agent has actual knowledgeunder Section 16.1.12, no further Approvals will be issued while any such Event of Default exists and is continuing and, except with respect to existing unfunded Approvals for Floorplan Loan Advances issued prior to an Administrative Agent’s knowledge of such Event of DefaultApprovals, no further Floorplan Loan Advances shall be made while made. From and after the date on which Administrative Agent has actual knowledge of any such other Event of Default exists Default, no further Approvals will be issued if the Administrative Agent so chooses in its discretion to no longer issue Approvals or if the Required Lenders direct the Administrative Agent to no longer issue Approvals, and is continuing. Each Lender shall be obligated except with respect to fund its Pro-Rata Share of all existing unfunded Approvals, no further Floorplan Loan Advances for Approvals once issued (except any Approvals issued contrary to the terms of the preceding sentence) regardless as to whether at the time of issuance there is an Existing Default or after the date of issuance of any Approval an Event of Default occurs. No Floorplan Loan Facility will shall be evidenced by promissory notesmade.

Floorplan Loan Facility Generally. Subject Each Lender shall, subject to the terms and limitations in this Section 3.2, Section 3.6, and elsewhere herein, each Lender shallmake available to Borrower such Lender's pro-rata share (as listed on Exhibit 3 hereto) of an "Aggregate Floorplan Loan Facility" that is (A) Eighty Million Dollars ($80,000,000) plus, if applicable, (B) at any time, the unused portion of the Aggregate Revolving Loan Facility, by funding such Lender’s Pro's pro-Rata Share rata share thereof as provided for herein, make available to Resellers such Lender’s Pro-Rata Share (as provided on Exhibit A hereto) of Floorplan Loan Advances in a principal amount not to exceed, in the aggregate, the Aggregate Floorplan Loan Facility Limit. Each Lender’s 's Floorplan Loan Facility is its Propro-Rata Share rata share of the Aggregate Floorplan Loan Facility. All Floorplan Loan Advances for Floorplanned Inventory and Interim Floorplan Loan Advances will be made directly to Approved approved Vendors and not to Resellersthe Borrower. CPC may in the Administrative Agents’ sole discretion issue Approvals such that No Floorplan Loan Advance will be made which would result in, either: (i) the sum of the aggregate amount of Approvals outstanding and the aggregate principal amount of Floorplan Loan Advances outstanding may exceed the Aggregate Floorplan Loan Loan, the Interim Floorplan Loan, and all unfunded Approvals, exceeding Total Aggregate Facility Limit; or (ii) the Lenders' Exposure exceeding the Total Aggregate Facility Limit subject to Resellers’ obligation to pay down pursuant to Section 3.1.9, if applicable. Subject to the terms of this Agreement, payments and prepayments that are applied to reduce the Aggregate Floorplan Loans Loan may be re-borrowed through subsequent Floorplan Loan Advances, subject to the terms and conditions of this Agreement and the other Loan Documents. While The Aggregate Floorplan Loan Facility is not a commitment to lend or advance funds but is a discretionary facility. From and after the date on which the Administrative Agent has actual knowledge of an Event of Default exists under Section 12.1(a), (b), 16.1.1 or (j) as to which an Administrative Agent has actual knowledgeunder Section 16.1.12, no further Approvals will be issued while any such Event of Default exists and is continuing and, except with respect to existing unfunded Approvals for Floorplan Loan Advances issued prior to an Administrative Agent’s knowledge of such Event of DefaultApprovals, no further Floorplan Loan Advances shall be made while made. From and after the date on which Administrative Agent has actual knowledge of any such other Event of Default exists Default, no further Approvals will be issued if the - Administrative Agent so chooses in its discretion to no longer issue Approvals or if the Required Lenders direct the Administrative Agent to no longer issue Approvals, and is continuing. Each Lender shall be obligated except with respect to fund its Pro-Rata Share of all existing unfunded Approvals, no further Floorplan Loan Advances for Approvals once issued (except any Approvals issued contrary to the terms of the preceding sentence) regardless as to whether at the time of issuance there is an Existing Default or after the date of issuance of any Approval an Event of Default occurs. No Floorplan Loan Facility will shall be evidenced by promissory notesmade."

Floorplan Loan Facility Generally. Subject to the terms herein, each Lender shall, by funding such Lender’s Pro-Rata Share thereof as provided for herein, make available to Resellers Reseller such Lender’s Pro-Rata Share (as provided listed on Exhibit A hereto3) of Floorplan Loan Advances in a principal amount not to exceed, in the aggregate, the Floorplan Loan Maximum Available Amount. The “FLOORPLAN LOAN MAXIMUM AVAILABLE AMOUNT” on any date shall be a Dollar amount equal to the amount by which (a) the Aggregate Floorplan Loan Facility LimitLimit exceeds (b) the sum of (i) the Aggregate Revolving Loans (including the Extended Pay Obligations), plus (ii) the outstanding Swingline Loans, plus (iii) the Letter of Credit Exposure plus, (iv) the Interim Floorplan Loan Advances, plus (v) the Floorplan Loan Advances, plus (vi) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed among Administrative Agents and the holder(s) of such Other Creditor Indebtedness). Each Lender’s Floorplan Loan Facility is its Pro-Rata Share of the Aggregate Floorplan Loan Facility. All Floorplan Loan Advances for Floorplanned Inventory will be made directly to Approved Vendors and not to Resellers. CPC may in the Administrative Agents’ sole discretion issue Approvals such that the sum of the aggregate amount of Approvals outstanding and the aggregate principal amount of Floorplan Loan Advances outstanding may exceed the Aggregate Floorplan Loan Facility Limit subject to Resellers’ obligation to pay down pursuant to Section 3.1.9, if applicableReseller. Subject to the terms of this Agreement, payments and prepayments that are applied to reduce the Aggregate Floorplan Loans may be re-borrowed reborrowed through subsequent Floorplan Loan Advances, subject to the terms and conditions of this Agreement and the other Loan Documents. While an Event of Default exists under Section 12.1(a), (b), or (j) as to which an Administrative Agent has actual knowledge, no further Approvals will be issued while any such Event of Default exists and is continuing and, except with respect to unfunded Approvals for Floorplan Loan Advances issued prior to an Administrative Agent’s knowledge of such Event of Default, no further Floorplan Loan Advances shall be made while any such Event of Default exists and is continuing. Each Lender shall be obligated to fund its Pro-Rata Share of all Floorplan Loan Advances for Approvals once issued (except any Approvals issued contrary to the terms of the preceding sentence) regardless as to whether at the time of issuance there is an Existing Default or after the date of issuance of any Approval an Event of Default occurs. No Floorplan Loan Facility will be evidenced by promissory notes.Loan

Floorplan Loan Facility Generally. Subject Each Lender shall, subject to the terms and limitations in this Section 3.2, Section 3.6, and elsewhere herein, each Lender shall, make available to Borrower such Lender's pro-rata share (as listed on Exhibit 3 hereto) of an "Aggregate Floorplan Loan Facility" that is initially Fifteen Million Dollars ($15,000,000) but which will decrease from time to time as provided herein by funding such Lender’s Pro's pro-Rata Share rata share thereof as provided for herein, make available to Resellers such Lender’s Pro-Rata Share (as provided on Exhibit A hereto) of Floorplan Loan Advances in a principal amount not to exceed, in the aggregate, the Aggregate Floorplan Loan Facility Limit. Each Lender’s Floorplan Loan Facility is its Propro-Rata Share rata share of the Aggregate Floorplan Loan Facility. All No Floorplan Loan Advances for Floorplanned Inventory Advance will be made directly to Approved Vendors and not to Resellers. CPC may which would result in the Administrative Agents’ sole discretion issue Approvals such that either: (i) the sum of the aggregate amount of Approvals outstanding Aggregate Floorplan Loan, the Interim Floorplan Loan, and the aggregate principal amount of Floorplan Loan Advances outstanding may exceed all unfunded Approvals, exceeding the Aggregate Floorplan Loan Facility; or (ii) the Lenders' Exposure exceeding the Total Aggregate Facility Limit subject to Resellers’ obligation to pay down pursuant to Section 3.1.9, if applicableLimit. Subject to the terms of this Agreement, payments and prepayments that are applied to reduce the Aggregate Floorplan Loans Loan may be re-borrowed reborrowed through subsequent Floorplan Loan Advances or, subject to the terms and conditions herein, reborrowed through Interim Floorplan Advances, subject to the terms and conditions of this Agreement and the other Loan Documents. While The Aggregate Floorplan Loan Facility is not a commitment to lend or advance funds but is a discretionary facility. From and after the date on which the Administrative Agent has actual knowledge of an Event of Default exists under Section 12.1(a16.1.1 or under Section 16.1.12 (whether or not any time periods referenced therein have expired), (b), or (j) as to which an Administrative Agent has actual knowledge, no further Approvals will be issued while any such Event of Default exists and is continuing and, except with respect to existing unfunded Approvals for Floorplan Loan Advances issued prior to an Administrative Agent’s knowledge of such Event of DefaultApprovals, no further Floorplan Loan Advances shall be made while made. From and after the date on which Administrative Agent has actual knowledge of any such other Event of Default exists Default, no further Approvals will be issued if the Administrative Agent so chooses in its discretion to no longer issue Approvals or if the Required Lenders direct the Administrative Agent to no longer issue Approvals, and is continuing. Each Lender shall be obligated except with respect to fund its Pro-Rata Share of all existing unfunded Approvals, no further Floorplan Loan Advances for Approvals once issued (except any Approvals issued contrary to the terms of the preceding sentence) regardless as to whether at the time of issuance there is an Existing Default or after the date of issuance of any Approval an Event of Default occurs. No Floorplan Loan Facility will shall be evidenced by promissory notesmade.”

Floorplan Loan Facility Generally. Subject Each Lender shall, subject to the terms and limitations in this Section 3.2, Section 3.6, and elsewhere herein, each Lender shall, make available to Borrower such Lender’s pro-rata share (as listed on Exhibit 3 hereto) of an “Aggregate Floorplan Loan Facility” that is initially Fourteen Million Dollars ($14,000,000) but which will decrease from time to time as provided herein by funding such Lender’s Propro-Rata Share rata share thereof as provided for herein, make available to Resellers such Lender’s Pro-Rata Share (as provided on Exhibit A hereto) of Floorplan Loan Advances in a principal amount not to exceed, in the aggregate, the Aggregate Floorplan Loan Facility Limit. Each Lender’s Floorplan Loan Facility is its Propro-Rata Share rata share of the Aggregate Floorplan Loan Facility. All No Floorplan Loan Advances for Floorplanned Inventory Advance will be made directly to Approved Vendors and not to Resellers. CPC may which would result in the Administrative Agents’ sole discretion issue Approvals such that either: (i) the sum of the aggregate amount of Approvals outstanding Aggregate Floorplan Loan, the Interim Floorplan Loan, and the aggregate principal amount of Floorplan Loan Advances outstanding may exceed all unfunded Approvals, exceeding the Aggregate Floorplan Loan Facility; or (ii) the Lenders’ Exposure exceeding the Total Aggregate Facility Limit subject to Resellers’ obligation to pay down pursuant to Section 3.1.9, if applicableLimit. Subject to the terms of this Agreement, payments and prepayments that are applied to reduce the Aggregate Floorplan Loans Loan may be re-borrowed reborrowed through subsequent Floorplan Loan Advances or, subject to the terms and conditions herein, reborrowed through Interim Floorplan Advances, subject to the terms and conditions of this Agreement and the other Loan Documents. While The Aggregate Floorplan Loan Facility is not a commitment to lend or advance funds but is a discretionary facility. From and after the date on which the Administrative Agent has actual knowledge of an Event of Default exists under Section 12.1(a16.1.1 or under Section 16.1.12 (whether or not any time periods referenced therein have expired), (b), or (j) as to which an Administrative Agent has actual knowledge, no further Approvals will be issued while any such Event of Default exists and is continuing and, except with respect to existing unfunded Approvals for Floorplan Loan Advances issued prior to an Administrative Agent’s knowledge of such Event of DefaultApprovals, no further Floorplan Loan Advances shall be made while made. From and after the date on which Administrative Agent has actual knowledge of any such other Event of Default exists Default, no further Approvals will be issued if the Administrative Agent so chooses in its discretion to no longer issue Approvals or if the Required Lenders direct the Administrative Agent to no longer issue Approvals, and is continuing. Each Lender shall be obligated except with respect to fund its Pro-Rata Share of all existing unfunded Approvals, no further Floorplan Loan Advances for Approvals once issued (except any Approvals issued contrary to the terms of the preceding sentence) regardless as to whether at the time of issuance there is an Existing Default or after the date of issuance of any Approval an Event of Default occurs. No Floorplan Loan Facility will shall be evidenced by promissory notesmade.

Floorplan Loan Facility Generally. Subject to the terms herein, each Lender shall, by funding such Lender’s Pro-Rata Share thereof as provided for herein, make available to Resellers Reseller such Lender’s Pro-Rata Share (as provided listed on Exhibit A hereto3) of Floorplan Loan Advances in a principal amount not to exceed, in the aggregate, the Floorplan Loan Maximum Available Amount. The “Floorplan Loan Maximum Available Amount” on any date shall be a Dollar amount equal to the amount by which (a) the Aggregate Floorplan Loan Facility LimitLimit exceeds (b) the sum of (i) the Aggregate Revolving Loans (including the Extended Pay Obligations), plus (ii) the outstanding Swingline Loans, plus (iii) the Letter of Credit Exposure plus, (iv) the Interim Floorplan Loan Advances, plus (v) the Floorplan Loan Advances, plus (vi) unfunded Approvals, plus (vii) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed among Administrative Agents and the holder(s) of such Other Creditor Indebtedness). Each Lender’s Floorplan Loan Facility is its Pro-Rata Share of the Aggregate Floorplan Loan Facility. All Floorplan Loan Advances for Floorplanned Inventory will be made directly to Approved Vendors and not to Resellers. CPC may in the Administrative Agents’ sole discretion issue Approvals such that the sum of the aggregate amount of Approvals outstanding and the aggregate principal amount of Floorplan Loan Advances outstanding may exceed the Aggregate Floorplan Loan Facility Limit subject to Resellers’ obligation to pay down pursuant to Section 3.1.9, if applicableReseller. Subject to the terms of this Agreement, payments and prepayments that are applied to reduce the Aggregate Floorplan Loans may be re-borrowed reborrowed through subsequent Floorplan Loan Advances, subject to the terms and conditions of this Agreement and the other Loan Documents. While From and after the date on which Administrative Agents have actual knowledge of an Event of Default exists under Section 12.1(a), (b), 17.1.1 or (j) as to which an Administrative Agent has actual knowledgeunder Section 17.1.11, no further Approvals will be issued while any such Event of Default exists and is continuing and, except with respect to unfunded Approvals for Floorplan Loan Advances issued prior to an Administrative Agent’s knowledge of such Event of Default, no further Floorplan Loan Advances shall be made while any such Event of Default exists and is continuingmade. Each Lender shall be obligated to fund its Pro-Pro Rata Share of all Floorplan Loan Advances for Approvals once issued (except any Approvals issued contrary to the terms of the preceding sentence) regardless as to whether at the time of issuance there is an Existing Default or after the date of issuance of any Approval an Event of Default occurs. No From and after the date on which Administrative Agents have actual knowledge of any other Event of Default, no further Approvals will be issued if CPC so chooses in its discretion to no longer issue Approvals or if Required Lenders direct CPC to no longer issue Approvals, and if CPC so chooses or Required Lenders so direct, except with respect to unfunded Approvals, no further Floorplan Loan Advances shall be made. The Floorplan Loan Facility will not be evidenced by promissory notes.

Floorplan Loan Facility Generally. Subject Each Lender shall, subject to the terms herein, each Lender shall, make available to Borrower such Lender's pro-rata share (as listed on Exhibit 3 hereto) of an "Aggregate Floorplan Loan Facility" that is initially Seventy-Two Million Dollars ($72,000,000) but which will decrease from time to time as provided herein by funding such Lender’s Pro's pro-Rata Share rata share thereof as provided for herein, make available to Resellers such Lender’s Pro-Rata Share (as provided on Exhibit A hereto) of Floorplan Loan Advances in a principal amount not to exceed, in the aggregate, the Aggregate Floorplan Loan Facility Limit. Each Lender’s 's Floorplan Loan Facility is its Propro-Rata Share rata share of the Aggregate Floorplan Loan Facility. All No Floorplan Loan Advances for Floorplanned Inventory Advance will be made directly to Approved Vendors and not to Resellers. CPC may which would result in the Administrative Agents’ sole discretion issue Approvals such that the sum of the aggregate amount of Approvals outstanding (i) Aggregate Floorplan Loan, (ii) the Interim Floorplan Loan, and the aggregate principal amount of Floorplan Loan Advances outstanding may exceed (iii) all unfunded Approvals, exceeding the Aggregate Floorplan Loan Facility Limit subject to Resellers’ obligation to pay down pursuant to Section 3.1.9, if applicableFacility. Subject to the terms of this Agreement, payments and prepayments that are applied to reduce the Aggregate Floorplan Loans Loan may be re-borrowed through subsequent Floorplan Loan Advances, subject to the terms and conditions of this Agreement and the other Loan Documents. While The Aggregate Floorplan Loan Facility is not a commitment to lend or advance funds but is a discretionary facility. From and after the date on which the Administrative Agent has actual knowledge of an Event of Default exists under Section 12.1(a), (b), 16.1.1 or (j) as to which an Administrative Agent has actual knowledgeunder Section 16.1.12, no further Approvals will be issued while any such Event of Default exists and is continuing and, except with respect to existing unfunded Approvals for Floorplan Loan Advances issued prior to an Administrative Agent’s knowledge of such Event of DefaultApprovals, no further Floorplan Loan Advances shall be made while made. From and after the date on which Administrative Agent has actual knowledge of any such other Event of Default exists Default, no further Approvals will be issued if the Administrative Agent so chooses in its discretion to no longer issue Approvals or if the Required Lenders direct the Administrative Agent to no longer issue Approvals, and is continuing. Each Lender shall be obligated except with respect to fund its Pro-Rata Share of all existing unfunded Approvals, no further Floorplan Loan Advances for Approvals once issued (except any Approvals issued contrary to the terms of the preceding sentence) regardless as to whether at the time of issuance there is an Existing Default or after the date of issuance of any Approval an Event of Default occurs. No Floorplan Loan Facility will shall be evidenced by promissory notesmade.

Floorplan Loan Facility Generally. Subject Each Lender shall, subject to the terms and limitations in this Section 3.2, Section 3.6, and elsewhere herein, each Lender shallmake available to Borrower such Lender’s pro-rata share (as listed on Exhibit 3 hereto) of an “Aggregate Floorplan Loan Facility” that is (A) Sixty Eight Million Seven Hundred Thousand Dollars ($68,700,000) plus, if applicable, (B) at any time, the unused portion of the Aggregate Revolving Loan Facility, by funding such Lender’s Propro-Rata Share rata share thereof as provided for herein, make available to Resellers such Lender’s Pro-Rata Share (as provided on Exhibit A hereto) of Floorplan Loan Advances in a principal amount not to exceed, in the aggregate, the Aggregate Floorplan Loan Facility Limit. Each Lender’s Floorplan Loan Facility is its Propro-Rata Share rata share of the Aggregate Floorplan Loan Facility. All Floorplan Loan Advances for Floorplanned Inventory and Interim Floorplan Loan Advances will be made directly to Approved approved Vendors and not to Resellersthe Borrower. CPC may No Floorplan Loan Advance will be made which would result in the Administrative Agents’ sole discretion issue Approvals such that either: (i) the sum of the aggregate amount of Approvals outstanding and the aggregate principal amount of Floorplan Loan Advances outstanding may exceed the Aggregate Floorplan Loan Loan, the Interim Floorplan Loan, and all unfunded Approvals, exceeding Total Aggregate Facility Limit subject to ResellersLimit; or (ii) the Lenders’ obligation to pay down pursuant to Section 3.1.9, if applicableExposure exceeding the Total Aggregate Facility Limit. Subject to the terms of this Agreement, payments and prepayments that are applied to reduce the Aggregate Floorplan Loans Loan may be re-borrowed through subsequent Floorplan Loan Advances, subject to the terms and conditions of this Agreement and the other Loan Documents. While The Aggregate Floorplan Loan Facility is not a commitment to lend or advance funds but is a discretionary facility. From and after the date on which the Administrative Agent has actual knowledge of an Event of Default exists under Section 12.1(a), (b), 16.1.1 or (j) as to which an Administrative Agent has actual knowledgeunder Section 16.1.12, no further Approvals will be issued while any such Event of Default exists and is continuing and, except with respect to existing unfunded Approvals for Floorplan Loan Advances issued prior to an Administrative Agent’s knowledge of such Event of DefaultApprovals, no further Floorplan Loan Advances shall be made while made. From and after the date on which Administrative Agent has actual knowledge of any such other Event of Default exists Default, no further Approvals will be issued if the Administrative Agent so chooses in its discretion to no longer issue Approvals or if the Required Lenders direct the Administrative Agent to no longer issue Approvals, and is continuing. Each Lender shall be obligated except with respect to fund its Pro-Rata Share of all existing unfunded Approvals, no further Floorplan Loan Advances for Approvals once issued (except any Approvals issued contrary to the terms of the preceding sentence) regardless as to whether at the time of issuance there is an Existing Default or after the date of issuance of any Approval an Event of Default occurs. No Floorplan Loan Facility will shall be evidenced by promissory notesmade.”

Floorplan Loan Facility Generally. Subject Each Lender shall, subject to the terms and limitations in this Section 3.2, Section 3.6, and elsewhere herein, each Lender shallmake available to Borrower such Lender’s pro-rata share (as listed on Exhibit 3 hereto) of an “Aggregate Floorplan Loan Facility” that is (A) Eighty Million Dollars ($80,000,000) plus, if applicable, (B) at any time, the unused portion of the Aggregate Revolving Loan Facility, by funding such Lender’s Propro-Rata Share rata share thereof as provided for herein, make available to Resellers such Lender’s Pro-Rata Share (as provided on Exhibit A hereto) of Floorplan Loan Advances in a principal amount not to exceed, in the aggregate, the Aggregate Floorplan Loan Facility Limit. Each Lender’s Floorplan Loan Facility is its Propro-Rata Share rata share of the Aggregate Floorplan Loan Facility. All Floorplan Loan Advances for Floorplanned Inventory and Interim Floorplan Loan Advances will be made directly to Approved approved Vendors and not to Resellersthe Borrower. CPC may No Floorplan Loan Advance will be made which would result in the Administrative Agents’ sole discretion issue Approvals such that either: (i) the sum of the aggregate amount of Approvals outstanding and the aggregate principal amount of Floorplan Loan Advances outstanding may exceed the Aggregate Floorplan Loan Loan, the Interim Floorplan Loan, and all unfunded Approvals, exceeding Total Aggregate Facility Limit subject to ResellersLimit; or (ii) the Lenders’ obligation to pay down pursuant to Section 3.1.9, if applicableExposure exceeding the Total Aggregate Facility Limit. Subject to the terms of this Agreement, payments and prepayments that are applied to reduce the Aggregate Floorplan Loans Loan may be re-borrowed through subsequent Floorplan Loan Advances, subject to the terms and conditions of this Agreement and the other Loan Documents. While The Aggregate Floorplan Loan Facility is not a commitment to lend or advance funds but is a discretionary facility. From and after the date on which the Administrative Agent has actual knowledge of an Event of Default exists under Section 12.1(a), (b), 16.1.1 or (j) as to which an Administrative Agent has actual knowledgeunder Section 16.1.12, no further Approvals will be issued while any such Event of Default exists and is continuing and, except with respect to existing unfunded Approvals for Floorplan Loan Advances issued prior to an Administrative Agent’s knowledge of such Event of DefaultApprovals, no further Floorplan Loan Advances shall be made while made. From and after the date on which Administrative Agent has actual knowledge of any such other Event of Default exists Default, no further Approvals will be issued if the Administrative Agent so chooses in its discretion to no longer issue Approvals or if the Required Lenders direct the Administrative Agent to no longer issue Approvals, and is continuing. Each Lender shall be obligated except with respect to fund its Pro-Rata Share of all existing unfunded Approvals, no further Floorplan Loan Advances for Approvals once issued (except any Approvals issued contrary to the terms of the preceding sentence) regardless as to whether at the time of issuance there is an Existing Default or after the date of issuance of any Approval an Event of Default occurs. No Floorplan Loan Facility will shall be evidenced by promissory notesmade.”

Floorplan Loan Facility Generally. Subject Each Lender may, subject to the terms hereinand conditions hereof, each Lender shall, make available to Borrower such Lender's pro-rata share (as listed on Exhibit 3) of an "Aggregate Floorplan Loan Facility" that is Seventy-Five Million Dollars ($75,000,000) by funding such Lender’s Pro's pro-Rata Share rata share thereof as provided for herein, make available to Resellers such Lender’s Pro-Rata Share (as provided on Exhibit A hereto) of Floorplan Loan Advances in a principal amount not to exceed, in the aggregate, the Aggregate Floorplan Loan Facility Limit. Each Lender’s 's Floorplan Loan Facility is its Propro-Rata Share rata share of the Aggregate Floorplan Loan Facility. All Floorplan Loan Advances for Floorplanned Inventory and Interim Floorplan Loan Advances will be made directly to Approved approved Vendors and not to ResellersBorrower. CPC may No Floorplan Loan Advance will be made which would result in the Administrative Agents’ sole discretion issue Approvals such that either: (i) the sum of the aggregate amount of Approvals outstanding Aggregate Floorplan Loan, the Interim Floorplan Loan, and the aggregate principal amount of Floorplan Loan Advances outstanding may exceed all unfunded Approvals, exceeding the Aggregate Floorplan Loan Facility; or (ii) the Lenders' Exposure exceeding the Total Aggregate Facility Limit subject to Resellers’ obligation to pay down pursuant to Section 3.1.9, if applicableLimit. Subject to the terms of this Agreement, payments and prepayments that are applied to reduce the Aggregate Floorplan Loans may be re-borrowed through subsequent Floorplan Loan Advances, subject to the terms and conditions of this Agreement and the other Loan Documents, payments and prepayments that are applied to reduce the Aggregate Floorplan Loan may be reborrowed by Borrower through subsequent Floorplan Loan Advances. While The Aggregate Floorplan Loan Facility is not a commitment to lend or advance funds but is a discretionary facility. From and after the date on which Administrative Agent has actual knowledge of an Event of Default exists under Section 12.1(a), (b), 0 or (j) as to which an Administrative Agent has actual knowledge0, no further Approvals will be issued while any such Event of Default exists and is continuing and, except with respect to existing unfunded Approvals for Floorplan Loan Advances issued prior to an Administrative Agent’s knowledge of such Event of DefaultApprovals, no further Floorplan Loan Advances shall be made while made. From and after the date on which Administrative Agent has actual knowledge of any such other Event of Default, no further Approvals will be issued if Administrative Agent so chooses in its discretion to no longer issue Approvals or if the Required Lenders direct Administrative Agent to no longer issue Approvals, and if Administrative Agent so chooses or the Required Lenders so direct, except with respect to existing unfunded Approvals, no further Floorplan Loan Advances shall be made. The Floorplan Facility will not be evidenced by promissory notes. Interim Floorplan Loan Advances. To reduce the frequency of fundings of Floorplan Loan Advances by Lenders, but subject to the limitations in Section 0 and elsewhere herein, Administrative Agent may in its absolute discretion make Interim Floorplan Xxxx Xxxxxxxx for the account of and benefit of Borrower with respect to an Approval issued by Administrative Agent from time to time from the Effective Date to the effective date of any termination of the Aggregate Floorplan Loan Facility. From and after the date on which Administrative Agent has actual knowledge of an Event of Default exists and is continuingunder Section 0 or 0, no further Interim Floorplan Loan Advances shall be made. Each Lender shall be obligated to fund funds its Pro-Rata Share pro rata share of all Floorplan Loan Advances for Approvals once issued (except any Approvals issued contrary to the terms of the preceding sentence) regardless as to whether at the time of issuance there is an Existing Event of Default exists or after the date of issuance of any Approval an Event of Default occurs. No From and after the date on which Administrative Agent has actual knowledge of any other Event of Default, at the sole discretion of Administrative Agent, no further Interim Floorplan Loan Advances shall be made. Subject to the limitations in Section 0 and elsewhere herein, payments and prepayments that are applied to reduce the Interim Floorplan Loan may be reborrowed by Borrower for new Inventory purchases through Interim Floorplan Loan Advances. The Interim Floorplan Loan Facility is not a commitment to lend or advance funds, but is a discretionary facility. The Interim Floorplan Facility will not be evidenced by promissory notes.

Floorplan Loan Facility Generally. Subject to the terms herein, each Lender shall, by funding such Lender’s Pro-Rata Share thereof as provided for herein, make available to Resellers Reseller such Lender’s Pro-Rata Share (as provided listed on Exhibit A hereto3) of Floorplan Loan Advances in a principal amount not to exceed, in the aggregate, the Floorplan Loan Maximum Available Amount. The “Floorplan Loan Maximum Available Amount” on any date shall be a Dollar amount equal to the amount by which (a) the Aggregate Floorplan Loan Facility LimitLimit exceeds (b) the sum of (i) the Aggregate Revolving Loans (including the Extended Pay Obligations), plus (ii) the outstanding Swingline Loans, plus (iii) the Letter of Credit Exposure plus, (iv) the Interim Floorplan Loan Advances, plus (v) the Floorplan Loan Advances, plus (vi) unfunded Approvals, plus (vii) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed among Administrative Agents and the holder(s) of such Other Creditor Indebtedness). Each Lender’s Floorplan Loan Facility is its Pro-Rata Share of the Aggregate Floorplan Loan Facility. All Floorplan Loan Advances for Floorplanned Inventory will be made directly to Approved Vendors and not to Resellers. CPC may in the Administrative Agents’ sole discretion issue Approvals such that the sum of the aggregate amount of Approvals outstanding and the aggregate principal amount of Floorplan Loan Advances outstanding may exceed the Aggregate Floorplan Loan Facility Limit subject to Resellers’ obligation to pay down pursuant to Section 3.1.9, if applicableReseller. Subject to the terms of this Agreement, payments and prepayments that are applied to reduce the Aggregate Floorplan Loans may be re-borrowed reborrowed through subsequent Floorplan Loan Advances, subject to the terms and conditions of this Agreement and the other Loan Documents. While From and after the date on which Administrative Agents have actual knowledge of an Event of Default exists under Section 12.1(a), (b), 17.1.1 or (j) as to which an Administrative Agent has actual knowledgeunder Section 17.1.11, no further Approvals will be issued while any such Event of Default exists and is continuing and, except with respect to unfunded Approvals for Floorplan Loan Advances issued prior to an Administrative Agent’s knowledge of such Event of Default, no further Floorplan Loan Advances shall be made while any such Event of Default exists and is continuingmade. Each Lender shall be obligated to fund its Pro-Pro Rata Share of all Floorplan Loan Advances for Approvals once issued (except any Approvals issued contrary to the terms of the preceding sentence) regardless as to whether at the time of issuance there is an Existing Default or after the date of issuance of any Approval an Event of Default occurs. No From and after the date on which Administrative Agents have actual knowledge of any other Event of Default, no further Approvals will be issued if CPC so chooses in its discretion to no longer issue Approvals or if Required Lenders direct CPC to no longer issue Approvals, and if CPC so chooses or Required Lenders so direct, except with respect to unfunded Approvals, no further Floorplan Loan Advances shall be made. From and after the date on which Administrative Agents have actual knowledge of any Event of Default under Section 17.1.11, Administrative Agents shall use commercially reasonable efforts to cancel all Approvals for which shipment has not occurred. The Floorplan Loan Facility will not be evidenced by promissory notes.