Common use of Limitation on Revolving Loan Advances Clause in Contracts

Limitation on Revolving Loan Advances. No Revolving Loan Advance will be made which would result in the Aggregate Revolving Loans exceeding the Revolving Loan Maximum Available Amount and no Revolving Loan Advance will be made on or after the Termination Date. Lenders may, however, in their absolute discretion make such Revolving Loan Advances, but shall not be deemed by doing so to have increased the Revolving Loan Maximum Available Amount and shall not be obligated to make any such Revolving Loan Advances thereafter. The “Revolving Loan Maximum Available Amount” (which can be a negative number) on any date shall be a Dollar amount equal to the least of (a) the amount by which (i) the Aggregate Revolving Loan Facility Limit exceeds (ii) the sum of (A) the outstanding principal amount of the Swingline Loans, plus (B) the Letter of Credit Exposure, (b) the amount by which (i) the Total Facility Limit exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Swingline Loans, plus (E) the Letter of Credit Exposure, and (c) the amount by which (i) the Borrowing Base exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Swingline Loans, plus (E) the Letter of Credit Exposure, plus (F) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor Indebtedness). The maximum amount of the Swingline Loans on any date shall be Twenty-Five Million Dollars ($25,000,000) (the “Maximum Swingline Amount”). Notwithstanding anything contained in this Agreement to the contrary, at no time may the Aggregate Floorplan Loans, Interim Floorplan Loans, unfunded Approvals, Aggregate Revolving Loans (including Extended Pay Outstandings), Swingline Loans and the Letter of Credit Exposure exceed the Total Facility Limit, except as permitted in Section 3.2.10.

Limitation on Revolving Loan Advances. No Revolving Loan Advance will be made which would result in the Aggregate Revolving Loans exceeding the Revolving Loan Maximum Available Amount and no Revolving Loan Advance will be made on or after the Termination Date. Lenders may, however, in their absolute discretion make such Revolving Loan Advances, but shall not be deemed by doing so to have increased the Revolving Loan Maximum Available Amount and shall not be obligated to make any such Revolving Loan Advances thereafter. The “Revolving Loan Maximum Available AmountREVOLVING LOAN MAXIMUM AVAILABLE AMOUNT” (which can be a negative number) on any date shall be a Dollar amount equal to the least of (a) the amount by which (i) the Aggregate Revolving Loan Facility Limit exceeds (ii) the sum of (A) the outstanding principal amount of the Swingline Loans, plus (B) the Letter of Credit Exposure, (b) the amount by which (i) the Total Facility Limit exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Swingline Loans, plus (ED) the Letter of Credit Exposure, and (c) the amount by which (i) the Borrowing Base exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Swingline Loans, plus (ED) the Letter of Credit Exposure, plus (FE) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor Indebtedness). The maximum amount of the Swingline Loans on any date shall be Twenty-Five Million Dollars ($25,000,000) (the “Maximum Swingline AmountMAXIMUM SWINGLINE AMOUNT”). Notwithstanding anything contained in this Agreement to the contrary, at no time may the Aggregate Floorplan Loans, Interim Floorplan Loans, unfunded Approvals, Aggregate Revolving Loans (including Extended Pay Outstandings), Swingline Loans and the Letter of Credit Exposure exceed the Total Facility Limit, except as permitted in Section 3.2.10.

Limitation on Revolving Loan Advances. No Revolving Loan Advance will be made which would result in the Aggregate Revolving Loans exceeding the Revolving Loan Maximum Available Amount and no Revolving Loan Advance will be made on or after the Termination Date. Lenders may, however, in their absolute discretion make such Revolving Loan Advances, but shall not be deemed by doing so to have increased the Revolving Loan Maximum Available Amount and shall not be obligated to make any such Revolving Loan Advances thereafter. The “Revolving Loan Maximum Available Amount” (which can be a negative number) on any date shall be a Dollar amount equal to the least of (a) the amount by which (i) the Aggregate Revolving Loan Facility Limit exceeds (ii) the sum of (A) the outstanding principal amount of the Swingline Loans, plus (B) the Letter of Credit Exposure, (b) the amount by which (i) the Total Facility Limit exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Swingline Loans, plus (E) the Letter of Credit Exposure, and (c) the amount by which (i) the Borrowing Base exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Swingline Loans, plus (ED) the Letter of Credit Exposure, plus (FE) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor Indebtedness). The maximum amount of the Swingline Loans on any date shall be Twenty-Five Million Dollars ($25,000,000) (the “Maximum Swingline Amount”). Notwithstanding anything contained in this Agreement to the contrary, at no time may the Aggregate Floorplan Loans, Interim Floorplan Loans, unfunded Approvals, Aggregate Revolving Loans (including Extended Pay Outstandings), Swingline Loans and the Letter of Credit Exposure exceed the Total Facility Limit, except as permitted in Section 3.2.10.

Limitation on Revolving Loan Advances. No Revolving Loan Advance will be made which would result in the Aggregate Revolving Loans Loan exceeding the Revolving Loan Maximum Available Amount and no Revolving Loan Advance will be made on or after the Termination Maturity Date. Lenders may, however, in their absolute discretion make such Revolving Loan Advances, but shall not be deemed by doing so to have increased the Revolving Loan Maximum Available Amount and shall not be obligated to make any such Revolving Loan Advances thereafter. The “At any time that there is an Existing Default, the Aggregate Revolving Loan Commitment may be canceled as provided in Section 18.3. The Maximum Available Amount” (which can be a negative number) Amount on any date shall be a Dollar amount equal to the least of (a) the amount by which (i) the lesser of the amount of the Aggregate Revolving Loan Facility Limit exceeds Commitment and the Borrowing Base on such date, minus (ii) the sum of (A) the outstanding principal amount of the Swingline Loans, plus (B) the Letter of Credit Exposure, Exposure on such date (b) except to the amount by which (i) the Total Facility Limit exceeds (ii) the sum of (A) the Floorplan extent that such Revolving Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Swingline Loans, plus (E) the Advance will be used immediately to reimburse Letter of Credit Exposure, and (c) the amount by which (i) the Borrowing Base exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Swingline Loans, plus (E) the Issuer for unreimbursed draws on a Letter of Credit Exposure, plus (F) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor IndebtednessCredit). The maximum amount of the Swingline Loans Borrowing Base on any date shall be Twenty80% of the total outstanding principal balance of all Eligible Accounts as of the close of business on such date or as certified in the Borrowing Base Certificate most recently furnished to Administrative Agent as required in Section 15.14.1, whichever is less. Eligible Accounts include all Accounts of all Covered Persons other than the following, unless approved in writing by Administrative Agent in each case: (i) any Account with respect to which Administrative Agent does not have a valid and enforceable, first priority, perfected Security Interest for the benefit of Lenders; (ii) any Account, other than a Dial-Five Million Dollars Around Account, which remains unpaid as of 90 days after the date when the associated revenues are accrued, and any Dial-Around Account which remains unpaid as of 180 days after the date when the associated revenues are accrued; ($25,000,000iii) any Account of a single Account Debtor, excluding Dial-Around Accounts, if 25% or more of the balances due on all Accounts of such Account Debtor are ineligible under clause (i) or (ii); (iv) any Account with respect to which the “Maximum Swingline Amount”). Notwithstanding anything Account Debtor is an Affiliate or employee of any Covered Person; (v) any Account as to which the perfection of Administrative Agent's Security Interest must be effected pursuant to federal, state or local statutory requirements other than those of the UCC or the Claims Act; (vi) any Account with respect to which the Account Debtor is the United States of America or any state or any department, agency, public corporation or other instrumentality thereof, unless filings and acknowledgements in accordance with the Claims Act and any other steps necessary to perfect Administrative Agent's Security Interest have been complied with by Borrower to Administrative Agent's reasonable satisfaction; (vii) any Account with respect to which the Account Debtor does not maintain its chief executive office within the United States and any Account with respect to which the Account Debtor is the government of any foreign country or any municipality or other political subdivision thereof, or any department, agency, public corporation or other instrumentality thereof, unless either (a) the creditor with respect to such Account and Administrative Agent are beneficiaries of a letter of credit in the amount of such Account that secures such Account Debtor's payment on such Account, is satisfactory to Administrative Agent and has been issued by a bank satisfactory to Administrative Agent and, if so required by Administrative Agent, confirmed by a bank satisfactory to Administrative Agent, or (b) payment of such Account is bonded or insured to the satisfaction of Administrative Agent; (viii) any Account with respect to which the Account Debtor is located in any state denying creditors access to its courts without qualifying to do business in such state or filing a notice in whatever form or substance, unless the applicable Covered Person has so qualified or filed; (ix) any Account with respect to goods or services whose delivery or performance has been rejected by the Account Debtor or whose earlier acceptance has been revoked; (x) any Account, other than a Dial-Around Account or an Operator Service Account, for which an invoice or statement has not been sent to the Account Debtor; all Operator Service Accounts for which a load tape breakdown has not been received; and any Dial-Around Account for which an invoice or statement has not been sent to the Account Debtor within 120 days after performance of the services giving rise to the Account, (xi) any Account owing by an Account Debtor that is the subject of a bankruptcy or similar insolvency proceeding, has made an assignment for the benefit of creditors, has acknowledged that it is unable to pay its debts as they mature, or whose assets have been transferred to a receiver or trustee, or who has ceased business as a going concern; (xii) any Account owing by an Account Debtor that has disputed liability (other than with respect to any Dial-Around Accounts) or made any claim with respect to any other Account due from such Account Debtor, or that has any right of set-off against such Account, or to which the applicable Covered Person is indebted in any way; (xiii) any Account subject to a chargeback from a volume discount or an advertising discount, but only to the extent of such chargeback or discount; (xiv) any Account owing by an Account Debtor whose Indebtedness to one or more Covered Persons exceeds a credit limit reasonably satisfactory to Administrative Agent, to the extent of such excess; (xv) any Account of an Account Debtor with respect to particular goods still in the possession of the creditor on the Account or included in Inventory of such creditor and against which the Account Debtor has filed a financing statement under the UCC or has obtained or purported to have obtained a Security Interest; (xvi) any Account, other than Dial-Around Accounts, as to which Administrative Agent does not have the right or ability to obtain direct payment to Administrative Agent; (xvii) any Account with respect to which any of the covenants and agreements contained in this Agreement any of the Loan Documents or any of the Representations and Warranties are not or have ceased to be complete and correct or have been breached; (xviii) any Account with respect to which, in whole or in part, a check or other instrument for the contrarypayment of money has been received, at no presented for payment and returned uncollected for any reason; (xix) any Account which represents a progress billing or as to which the applicable Covered Person has extended the time may for payment without the Aggregate Floorplan Loansconsent of Administrative Agent (for purposes hereof, Interim Floorplan Loans, unfunded Approvals, Aggregate Revolving Loans progress billing being any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor's obligation to pay such invoice is conditioned upon the applicable Covered Person's completion of any further performance under the contract or agreement); (including Extended Pay Outstandings), Swingline Loans xx) any Account which is evidenced by a promissory note or by chattel paper or which has been reduced to judgment; and (xxi) any Account which arises out of a sale not made in the Letter ordinary course of Credit Exposure exceed the Total Facility Limit, except as permitted in Section 3.2.10applicable Covered Person's business.