Common use of Reconciliation Payments Clause in Contracts

Reconciliation Payments. If at any time or for any reason (i) the outstanding principal amount of Revolving Credit Loans exceeds any of the applicable dollar or percentage limitations contained in the Schedule (any such excess, a “Revolver Overloan”); (ii) the sum of (a) the aggregate outstanding principal amount of Floorplan Loans plus (b) approvals given by DLL to a Vendor of Floorplanned Inventory exceeds the Maximum Floorplan Amount (any such excess, a “Floorplan Overloan”); (iii) the aggregate outstanding principal amount of Floorplan Loans exceeds the sum of (x) the amount of Floorplanned Inventory plus (y) the Valid Price Protection plus (z) the RMA Credits (any such excess, a “Floorplan Collateral Coverage Reconciliation”), or (iv) the aggregate outstanding amount of all Loans exceeds the Total Facility (a “Facility Overloan”), then Borrower shall, upon DLL’s demand, immediately pay to DLL, in cash, the full amount of such Revolver Overloan, Floorplan Overloan, Floorplan Collateral Coverage Reconciliation or Facility Overloan (each, an “Overloan”). As long as no Event of Default shall have occurred, DLL may consent to reserve Floorplan Collateral Coverage Reconciliation amounts against Excess Revolver Availability under the revolving line of credit provided hereunder, to the extent of such Excess Revolver Availability, in lieu of a cash payment, which consent of DLL may be withdrawn at any time in DLL’s Permitted Discretion. Without limiting Borrower’s obligation to repay to DLL on demand any such amount of any Overloan, (a) on the date on which any inventory report is required to be delivered to DLL hereunder, Borrower shall repay in full any Floorplan Collateral Coverage Reconciliation described therein to the extent DLL has not consented to reserve such Floorplan Collateral Coverage Reconciliation against and deduct such Floorplan Collateral Coverage Reconciliation from the Excess Revolver Availability as described above (and, in the event that DLL should initially consent to the establishment of such a reserve against the Excess Revolver Availability, but later withdraws such consent in the exercise of its Permitted Discretion, Borrower shall repay in full such Floorplan Collateral Coverage Reconciliation immediately upon such withdrawal of consent by DLL), and (b) Borrower shall pay DLL interest on the outstanding principal amount of any Revolver Overloan, Floorplan Overloan, Floorplan Collateral Coverage Reconciliation (unless such Floorplan Collateral Coverage Reconciliation is currently reserved against Excess Revolver Availability with the consent of DLL) or Facility Overloan upon the earlier of demand by DLL or the next regularly scheduled payment date for interest on the Revolving Credit Loans as specified in the Schedule at the rate of interest applicable to Revolving Credit Loans as specified in the Schedule (subject to any applicable default rate as provided for in Section 2.7).

Reconciliation Payments. If at any time or for any reason (i) the outstanding principal amount of Revolving Credit Loans exceeds any of the applicable dollar or percentage limitations contained in the Schedule (any such excess, a “Revolver Overloan”"REVOLVER OVERLOAN"); (ii) the sum of (a) the aggregate outstanding principal amount of Floorplan Loans plus (b) approvals given by DLL TEXTRON to a Vendor manufacturer or vendor of Floorplanned Inventory exceeds the Maximum Floorplan Amount (any such excess, excess a “Floorplan Overloan”"FLOORPLAN OVERLOAN"); or (iii) the aggregate outstanding principal amount of Floorplan Loans exceeds the sum of (x) the amount of Floorplanned Inventory plus (y) the Valid Price Protection plus (z) the RMA Credits (any such excess, a “Floorplan Collateral Coverage Reconciliation”), or (iv) the aggregate outstanding amount of all Loans exceeds the Total Facility (a “Facility Overloan”"FLOORPLAN COLLATERAL COVERAGE RECONCILIATION"), then Borrower shall, upon DLL’s TEXTRON's demand, immediately pay to DLLTEXTRON, in cash, the full amount of such Revolver Overloan, Floorplan Overloan, Overloan or Floorplan Collateral Coverage Reconciliation or Facility Overloan (each, an “Overloan”"OVERLOAN"). As long as no Event of Default shall have occurred, DLL TEXTRON may consent to reserve Floorplan Collateral Coverage Reconciliation amounts against Excess Revolver Availability under the revolving line of credit provided hereunder, to the extent of such Excess Revolver AvailabilityRevolving Loan excess availability, in lieu of a cash payment, which consent of DLL may be withdrawn at any time in DLL’s Permitted Discretion. Without limiting Borrower’s 's obligation to repay to DLL TEXTRON on demand any such amount of any Overloan, (a) on the date on which any inventory report is required to be delivered to DLL TEXTRON hereunder, Borrower shall repay in full any Floorplan Collateral Coverage Reconciliation described therein to the extent DLL has not consented to reserve such Floorplan Collateral Coverage Reconciliation is not reserved against and deduct such Floorplan Collateral Coverage Reconciliation deducted from availability under the Excess Revolver Availability as described above (and, in the event that DLL should initially consent to the establishment of such a reserve against the Excess Revolver Availability, but later withdraws such consent in the exercise of its Permitted Discretion, Borrower shall repay in full such Floorplan Collateral Coverage Reconciliation immediately upon such withdrawal of consent by DLL)Revolving Loans, and (b) Borrower shall pay DLL TEXTRON interest on the outstanding principal amount of any Revolver Overloan, Floorplan Overloan, Overloan or Floorplan Collateral Coverage Reconciliation (unless such Floorplan Collateral Coverage Reconciliation is currently reserved against Excess Revolver Availability with the consent of DLL) or Facility Overloan upon the earlier of demand by DLL or the next regularly scheduled payment date for interest Reconciliation, on the Revolving Credit Loans as specified in the Schedule demand, at the rate of interest applicable to Revolving Credit Loans as specified set forth in the Schedule (subject to any applicable default rate as provided for in Section 2.7)Schedule.

Reconciliation Payments. If at any time or for any reason (i) the ----------------------- outstanding principal amount of Revolving Credit Loans exceeds any of the applicable dollar or percentage limitations contained in the Schedule (any such excess, a “"Revolver Overloan”); "): (ii) the sum of (a) the aggregate outstanding principal amount of Floorplan Loans plus (b) approvals given by DLL FINOVA to a Vendor manufacturer or vendor of Floorplanned Inventory exceeds the Maximum Floorplan Amount (any such excess, excess a “"Floorplan Overloan”"); or (iii) the aggregate outstanding principal amount of Floorplan Loans exceeds the sum of (x) the amount of Floorplanned Inventory plus (y) the Valid Price Protection plus (z) the RMA Credits (any such excess, a “"Floorplan Collateral Coverage Reconciliation”), or (iv) the aggregate outstanding amount of all Loans exceeds the Total Facility (a “Facility Overloan”"), then Borrower shall, upon DLL’s FINOVA's demand, immediately pay to DLLFINOVA, in cash, the full amount of such Revolver Overloan, Floorplan Overloan, Overloan or Floorplan Collateral Coverage Reconciliation or Facility Overloan (each, an “"Overloan”"). As long as no Event event of Default default shall have occurred, DLL FINOVA may consent to reserve Floorplan Collateral Coverage Reconciliation amounts against Excess Revolver Availability under the revolving line of credit provided hereunder, to the extent of such Excess Revolver AvailabilityRevolving Loan excess availability, in lieu of a cash payment, which consent of DLL may be withdrawn at any time in DLL’s Permitted Discretion. Without limiting Borrower’s 's obligation to repay to DLL FINOVA on demand any such the amount of any such Overloan, (a) on the date on which any inventory report is required to be delivered to DLL hereunder, FINOVA hereunder Borrower shall repay in full any Floorplan Collateral Coverage Reconciliation described therein to the extent DLL has not consented to reserve such Floorplan Collateral Coverage Reconciliation is not reserved against and deduct such Floorplan Collateral Coverage Reconciliation deducted from availability under the Excess Revolver Availability as described above (and, in the event that DLL should initially consent to the establishment of such a reserve against the Excess Revolver Availability, but later withdraws such consent in the exercise of its Permitted Discretion, Borrower shall repay in full such Floorplan Collateral Coverage Reconciliation immediately upon such withdrawal of consent by DLL)Revolving Loans, and (b) Borrower shall pay DLL FINOVA interest on the outstanding principal amount of any Revolver Overloan, Floorplan Overloan, Overloan or Floorplan Collateral Coverage Reconciliation (unless such Floorplan Collateral Coverage Reconciliation is currently reserved against Excess Revolver Availability with the consent of DLL) or Facility Overloan upon the earlier of demand by DLL or the next regularly scheduled payment date for interest Reconciliation, on the Revolving Credit Loans as specified in the Schedule demand, at the rate of interest applicable to Revolving Credit Loans as specified in set forth on the Schedule (subject to any applicable default rate as provided for in Section 2.7)Schedule.

Reconciliation Payments. If at any time or for any reason (i) the outstanding principal amount of Revolving Credit Loans exceeds any of the applicable dollar or percentage limitations contained in the Schedule (any such excess, a “Revolver Overloan”); (ii) the sum of (a) the aggregate outstanding principal amount of Floorplan Loans plus (b) approvals given by DLL to a Vendor of Floorplanned Inventory exceeds the Maximum Floorplan Amount (any such excess, excess a “Floorplan Overloan”); (iii) the aggregate outstanding principal amount of Floorplan Loans exceeds the sum of (x) the amount of Floorplanned Inventory plus (y) the Valid Price Protection plus (z) the RMA Credits (any such excess, a “Floorplan Collateral Coverage Reconciliation”), or (iv) the aggregate outstanding amount of all Loans exceeds the Total Facility (a “Facility Overloan”), then Borrower shall, upon DLL’s 's demand, immediately pay to DLL, in cash, the full amount of such Revolver Overloan, Floorplan Overloan, Floorplan Collateral Coverage Reconciliation or Facility Overloan (each, an “Overloan”). As long as no Event of Default shall have occurred, DLL may consent to reserve Floorplan Collateral Coverage Reconciliation amounts against Excess Revolver Availability under the revolving line Revolving Line of credit provided hereunderCredit, to the extent of such Excess Revolver Availability, in lieu of a cash payment, which consent of DLL may be withdrawn at any time in DLL’s Permitted Discretion. Without limiting Borrower’s 's obligation to repay to DLL on demand any such amount of any Overloan, (a) on the date on which any inventory report is required to be delivered to DLL hereunder, Borrower shall repay in full any Floorplan Collateral Coverage Reconciliation described therein to the extent DLL has not consented to reserve such Floorplan Collateral Coverage Reconciliation against and deduct such Floorplan Collateral Coverage Reconciliation from the Excess Revolver Availability as described above (and, in the event that DLL should initially consent to the establishment of such a reserve against the Excess Revolver Availability, but later withdraws such consent in the exercise of its Permitted Discretion, Borrower shall repay in full such Floorplan Collateral Coverage Reconciliation immediately upon such withdrawal of consent by DLL), and (b) Borrower shall pay DLL interest on the outstanding principal amount of any Revolver Overloan, Floorplan Overloan, Floorplan Collateral Coverage Reconciliation (unless such Floorplan Collateral Coverage Reconciliation is currently reserved against Excess Revolver Availability with the consent of DLL) or Facility Overloan upon the earlier of demand by DLL or the next regularly scheduled payment date for interest on the Revolving Credit Loans as specified in the Schedule at the rate of interest applicable to Revolving Credit Loans as specified in the Schedule (subject to any applicable default rate as provided for in Section 2.7)) .