Common use of Manner and Disbursement of Loans Clause in Contracts

Manner and Disbursement of Loans. (a) The Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof) shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 11:00 a.m. (Chicago time) of the date any Borrower requests that any Revolving Loan be made to it under the Revolving Credit Commitments and of the date it requests the Term Loan to be made to it under the Term Credit, and the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such notice. Each such notice shall specify the name of the Borrower to whom the Loan requested is to be made (in the case of a Revolving Loan), the date of the Loan requested (which must be a Business Day), whether such Loan is a Revolving Loan or Term Loan and the amount of such Loan. The Borrowers agree that the Administrative Agent may rely upon any written or telephonic notice given by any person the Administrative Agent reasonably and in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and the Lenders have acted in reliance thereon. (b) The Borrowers hereby irrevocably authorize the Lenders to make Revolving Loans from time to time hereunder for reimbursement of a drawing paid by the Administrative Agent on a Letter of Credit, any such Revolving Loan may be made without regard to the provisions of Section 7 hereof. The Borrowers acknowledge and agree, however, that the Lenders shall not be under any obligation to make a Revolving Loan under this Section 1.5(b), and the Lenders shall incur no liability to any Borrower or any other Person for refusing to make a Revolving Loan under this Section 1.5(b). (c) Not later than 1:00 p.m. (Chicago time) on the date specified for any Loan to be made by a Lender hereunder, such Lender shall make the proceeds of its pro rata share of such Loan available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the relevant Borrower at the principal office of the Administrative Agent in Chicago, Illinois, in immediately available funds, upon receipt by the Administrative Agent from each Lender of its pro rata share of such Loan. Unless the Administrative Agent shall have been notified by a Lender prior to 12:30 p.m. (Chicago time) on the date a Loan is to be made hereunder that such Lender does not intend to make its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date and the Administrative Agent may in reliance upon such assumption make available to the relevant Borrower a corresponding amount.

Manner and Disbursement of Loans. (a) Notice to the Agent and the Lenders. The Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof) shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 11:00 a.m. (Chicago time) of on the date any Borrower the Company requests that any Revolving Loan Borrowing of Loans be made to it under the Revolving Credit Commitments and of the date it requests the Term Loan to be made to it under the Term CreditCommitments, and the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such notice. Each such notice shall specify the name of the Borrower to whom the Loan requested is to be made (in the case of a Revolving Loan), the date of the Loan Borrowing of Loans requested (which must be a Business DayDay and which date shall be at least three Business Days subsequent to the date of such notice in the case of any Loans constituting a LIBOR Portion denominated in U.S. Dollars and at least four Business Days subsequent to the date of such notice in the case of any Loans constituting a LIBOR Portion denominated in an Alternative Currency), whether such the type of Loan is a Revolving Loan or Term Loan being requested, and the amount of such LoanBorrowing. Each Borrowing of Loans shall initially constitute part of the Domestic Rate Portion except to the extent the Company has otherwise timely elected that such Borrowing, or any part thereof, constitute part of a LIBOR Portion as provided in Section 2 hereof. The Borrowers agree Company agrees that the Administrative Agent may rely upon any written or telephonic notice given by any person the Administrative Agent reasonably and in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and the Lenders have acted in reliance thereon. (b) The Borrowers hereby irrevocably authorize the Lenders to make Revolving Loans from time to time hereunder for reimbursement of a drawing paid by the Administrative Agent on a Letter of Credit, any such Revolving Loan may be made without regard to the provisions of Section 7 hereof. The Borrowers acknowledge and agree, however, that the Lenders shall not be under any obligation to make a Revolving Loan under this Section 1.5(b), and the Lenders shall incur no liability to any Borrower or any other Person for refusing to make a Revolving Loan under this Section 1.5(b). (c) Not later than 1:00 p.m. (Chicago time) on the date specified for any Loan to be made by a Lender hereunder, such Lender shall make the proceeds of its pro rata share of such Loan available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the relevant Borrower at the principal office of the Administrative Agent in Chicago, Illinois, in immediately available funds, upon receipt by the Administrative Agent from each Lender of its pro rata share of such Loan. Unless the Administrative Agent shall have been notified by a Lender prior to 12:30 p.m. (Chicago time) on the date a Loan is to be made hereunder that such Lender does not intend to make its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date and the Administrative Agent may in reliance upon such assumption make available to the relevant Borrower a corresponding amount.

Manner and Disbursement of Loans. (a) The Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof) shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 11:00 a.m. (Chicago New York, New York time) of on the Business Day prior to the date any Borrower the Company requests that any Revolving Loan Borrowing of Loans be made to it under the Revolving Credit Commitments Commitments. The Agent shall administer all such requests in accordance with the terms of Section 8.6 and of the date it requests the Term Loan to be made to it under the Term Credit, and the Administrative Agent shall promptly notify each Lender of the Administrative Agent's ’s receipt of each such noticenotice with respect to which the Agent is requesting each Lender to fund its Percentage. Each such notice shall specify the name of the Borrower to whom the Loan requested is to be made (in the case of a Revolving Loan), the date of the Loan Borrowing of Loans requested (which must be a Business Day), whether the amount of such Loan is a Revolving Loan or Term Loan Borrowing, and the amount of such LoanBorrowing to be loaned by such Lender; provided that the date of each Borrowing must be a Business Day. An Approved Vendor may contact the Agent directly for approval to fund the Company’s obligation under a purchase order submitted by the Company to the Agent under its direct floor plan funding program, and the Agent is hereby authorized to arrange on the Company’s behalf for a Borrowing of Loans from the Lenders to pay the relevant invoice in full, which Borrowing will be made as directed by such Approved Vendor upon the Company’s written confirmation to the Agent of receipt and satisfactory inspection of the relevant Eligible New Floor Plan Units. The Borrowers agree Company agrees that the Administrative Agent may rely upon any written or telephonic notice given by any person the Administrative Agent reasonably and in good faith believes is an Authorized Representative or an Approved Vendor without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and the Lenders have acted in reliance thereon. (b) The Borrowers hereby irrevocably authorize the Lenders to make Revolving Loans from time to time hereunder for reimbursement of a drawing paid by the Administrative Agent on a Letter of Credit, any such Revolving Loan may be made without regard to the provisions of Section 7 hereof. The Borrowers acknowledge and agree, however, that the Lenders shall not be under any obligation to make a Revolving Loan under this Section 1.5(b), and the Lenders shall incur no liability to any Borrower or any other Person for refusing to make a Revolving Loan under this Section 1.5(b). (c) Not later than 1:00 p.m. (Chicago time) on the date specified for any Loan to be made by a Lender hereunder, such Lender shall make the proceeds of its pro rata share of such Loan available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof4, the proceeds of each Loan Borrowing of Loans shall be made available as follows: (i) if such Borrowing is being applied to the purchase price for Eligible New Floor Plan Units, such proceeds shall be advanced directly by the Agent to the manufacturer or vendor of such inventory; and (ii) if such Borrowing is being applied to the purchase of Eligible Used Floor Plan Units or such Borrowing represents a Reflooring Borrowing, such proceeds shall be made available to the relevant Borrower at Company by wire transfer or ACH deposit to the principal office of Operating Account (or such other location as the Administrative Company and the Agent in Chicago, Illinois, in immediately available fundsmay mutually agree), upon receipt by the Administrative Agent from each Lender of its pro rata share Percentage of such Loan. Unless Borrowing (if applicable to such Borrowing). (b) In accordance with Section 1.2(a) above and with the Administrative Agent shall have been notified by a Lender prior to 12:30 p.m. (Chicago time) on the date a Loan is to be made hereunder that such Lender does not intend to make its pro rata share terms and conditions of such Loan available to the Administrative Agentthis Agreement, including, without limitation, Section 4 and Section 8.6, the Administrative Agent may assume that such Lender has made such share available to may, in its sole discretion without conferring with the Administrative Agent Lenders but on such date and the Administrative Agent may in reliance upon such assumption make available to the relevant Borrower a corresponding amount.their

Manner and Disbursement of Loans. (a) The Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof) Borrower shall give written or telephonic notice to the Administrative Agent Bank (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 11:00 a.m. (Chicago time) of on the date any the Borrower requests that any the Bank to make a Revolving Loan be made to it under the Revolving Credit Commitments and of the date it requests the Term or Equipment Loan to be made to it under the Term Credit, and the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such noticehereunder. Each such notice shall specify the name of the Borrower to whom the Loan requested is to be made (in the case of a Revolving Loan), the date of the Loan requested (which must be a Business Day), whether such Loan is a Revolving Loan or Term Loan ) and the amount of such Loan. A request for an Equipment Loan (other than the Equipment Loan to be made on the date hereof to refinance indebtedness of the Borrower to RBS Asset Finance, Inc.) shall be accompanied by copies of invoices for Equipment issued to the Borrower that have been approved by an authorized representative of the Borrower. Each Loan shall initially constitute part of the Base Rate Portion of the relevant Note except to the extent the Borrower has otherwise timely elected that such Loan, or any part thereof, constitute part of a LIBOR Portion as provided in Section 0 hereof. The Borrowers agree Borrower agrees that the Administrative Agent Bank may rely upon any written or telephonic notice given by any person the Administrative Agent reasonably and Bank in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and the Lenders have Bank has acted in reliance thereon. (b) The Borrowers hereby irrevocably authorize the Lenders to make Revolving Loans from time to time hereunder for reimbursement of a drawing paid by the Administrative Agent on a Letter of Credit, any such Revolving Loan may be made without regard to the provisions of Section 7 hereof. The Borrowers acknowledge and agree, however, that the Lenders shall not be under any obligation to make a Revolving Loan under this Section 1.5(b), and the Lenders shall incur no liability to any Borrower or any other Person for refusing to make a Revolving Loan under this Section 1.5(b). (c) Not later than 1:00 p.m. (Chicago time) on the date specified for any Loan to be made by a Lender hereunder, such Lender shall make the proceeds of its pro rata share of such Loan available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 0 hereof, the proceeds of each Loan shall be made available to the relevant Borrower at the principal office of the Administrative Agent Bank in Chicago, Illinois, in immediately available funds, in the case of the initial Loans made hereunder, in accordance with the terms of the written disbursement instructions of the Borrower and, in the case of each subsequent Loan, by deposit to the Borrower’s primary operating account maintained with the Bank or as otherwise agreed upon receipt by the Administrative Agent from each Lender of its pro rata share of such Loan. Unless the Administrative Agent shall have been notified by a Lender prior to 12:30 p.m. (Chicago time) on the date a Loan is to be made hereunder that such Lender does not intend to make its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date Borrower and the Administrative Agent may in reliance upon such assumption make available to the relevant Borrower a corresponding amountBank. Interest and Change In Circumstances.

Manner and Disbursement of Loans. (a) The Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof) shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 11:00 a.m. (Chicago time) of one (1) Business Day prior to the date any Borrower the Company requests that any Revolving Loan be made to it under the Revolving Credit Commitments and of the date it requests the Term Loan to be made to it under the Term CreditCommitments, and the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such notice. Each such notice shall specify the name of the Borrower to whom the Loan requested is to be made (in the case of a Revolving Loan), the date of the Loan requested (which must be a Business Day), whether such Loan is a Revolving Loan or Term Loan ) and the amount of such Loan and whether such Loan is an A Loan or B Loan. Each Loan shall initially constitute part of the applicable Domestic Rate Portion except to the extent the Company has otherwise timely elected as provided in Section 2 hereof. The Borrowers agree Company agrees that the Administrative Agent may rely upon any written or telephonic notice given by any person the Administrative Agent reasonably and in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and the Lenders have acted in reliance thereon. (b) The Borrowers hereby irrevocably authorize the Lenders to make Revolving Loans from time to time hereunder for reimbursement of a drawing paid by the Administrative Agent on a Letter of Credit, any such Revolving Loan may be made without regard to the provisions of Section 7 hereof. The Borrowers acknowledge and agree, however, that the Lenders shall not be under any obligation to make a Revolving Loan under this Section 1.5(b), and the Lenders shall incur no liability to any Borrower or any other Person for refusing to make a Revolving Loan under this Section 1.5(b). (c) Not later than 1:00 p.m. (Chicago time) on the date specified for any Loan to be made by a Lender hereunder, such Lender shall make the proceeds of its pro rata share of such Loan available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the relevant Borrower Company at the principal office of the Administrative Agent in Chicago, Illinois, in immediately available funds, upon receipt by the Administrative Agent from each Lender of its pro rata share of such Loan. Unless the Administrative Agent shall have been notified by a Lender prior to 12:30 1:00 p.m. (Chicago time) on the date a Loan is to be made hereunder that such Lender does not intend to make its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date and the Administrative Agent may in reliance upon such assumption make available to the relevant Borrower Company a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender and the Agent has made such amount available to the Company, the Agent shall be entitled to receive such amount from such Lender forthwith upon the Agent's demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Agent recovers such amount at a rate per annum equal to the effective rate charged to the Agent for overnight federal funds transactions with member banks of the federal reserve system for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding day). If such amount is not received from such Lender by the Agent immediately upon demand, the Company will, on demand, repay to the Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a LIBOR Portion, so that the Company will have no liability under Section 2.9 hereof with respect to such payment.