Common use of Refunding of Loans Clause in Contracts

Refunding of Loans. (i) Upon the request of the Swing Line Lender, the Agent from time to time shall, on behalf of the New Vehicle Floorplan Borrowers (and each New Vehicle Floorplan Borrower hereby irrevocably authorizes the Agent to so act on its behalf) request each Lender (including Swing Line Lender in its capacity as a Lender) to make a New Vehicle Floorplan Loan Advance to the New Vehicle Floorplan Borrowers, in accordance with the provisions of this Section 2.2.6(a), which shall be applied to repay all or a portion of the outstanding principal balance of the New Vehicle Swing Line Loans (each such New Vehicle Floorplan Loan, a “Refunding New Vehicle Floorplan Loan”), in an amount equal to that Lender’s Pro Rata Share of all or a portion of the then outstanding principal balance of the New Vehicle Swing Line Loans. (ii) Without limiting the foregoing, each Lender agrees that the Agent may request the Lenders to make Refunding New Vehicle Floorplan Loans at any time if (A) a Default has occurred and is continuing, or (B) in the judgment of Swing Line Lender, taking into account the outstanding principal balance of the New Vehicle Swing Line Loans, the anticipated usage of the New Vehicle Swing Line Loans, such Refunding New Vehicle Floorplan Loans are reasonably necessary to ensure that the outstanding principal balance of the New Vehicle Swing Line Loans will not at any time exceed the New Vehicle Swing Line Commitment (it being understood that in order to attain such objective, Swing Line Lender may request refunding of the New Vehicle Swing Line Loans even though the principal balance of the New Vehicle Swing Line Loans at the time of such request is less than the New Vehicle Swing Line Commitment). (iii) If the Agent makes a request for funding under this Section 2.2.6(a) by 1:00 p.m. (Pacific Time) on any Business Day, the Lenders will deliver the required amount to the Agent no later than 11:00 a.m. (Pacific Time) on the Business Day after such request. The proceeds of all Refunding New Vehicle Floorplan Loans shall be paid by the Agent to the Swing Line Lender in repayment of the outstanding principal balance of the applicable New Vehicle Swing Line Loans. (b)

Refunding of Loans. (i) Upon the request of the Swing Line Lender, the Agent from time to time shall, on behalf of the New Vehicle Floorplan Borrowers Revolving Loan Borrower (and each New Vehicle Floorplan the Revolving Loan Borrower hereby irrevocably authorizes the Agent to so act on its behalf) request that each Lender (including Swing Line Lender in its capacity as a Lender) to make a New Vehicle Floorplan Revolving Loan Advance to the New Vehicle Floorplan BorrowersRevolving Loan Borrower, in accordance with the provisions of this Section 2.2.6(a4.2.6(a), which shall be applied to repay all or a portion of the outstanding principal balance of the New Vehicle Revolving Swing Line Loans (each such New Vehicle Floorplan Revolving Loan, a “Refunding New Vehicle Floorplan Revolving Loan”), in an amount equal to that LenderXxxxxx’s Pro Rata Share of all or a portion of the then outstanding principal balance of the New Vehicle Revolving Swing Line Loans. (ii) Without limiting the foregoing, each Lender agrees that the Agent may request the Lenders to make Refunding New Vehicle Floorplan Revolving Loans at any time if (A) a Default has occurred and is continuing, or (B) in the judgment of Swing Line Lender, taking into account the outstanding principal balance of the New Vehicle Revolving Swing Line Loans, and the anticipated usage of the New Vehicle Revolving Swing Line Loans, such Refunding New Vehicle Floorplan Revolving Loans are reasonably necessary to ensure that the outstanding principal balance of the New Vehicle Revolving Swing Line Loans will not at any time exceed the New Vehicle Revolving Swing Line Commitment or such lesser amount as is permitted to be outstanding on the Revolving Swing Line Loans at such time (it being understood that in order to attain such objective, Swing Line Lender may request refunding of the New Vehicle Revolving Swing Line Loans even though the principal balance of the New Vehicle Revolving Swing Line Loans at the time of such request is less than the New Vehicle Revolving Swing Line CommitmentCommitment or the amount permitted to be outstanding on the Revolving Swing Line Loans). (iii) If the Agent makes a request for funding under this Section 2.2.6(a4.2.6(a) by 1:00 p.m. (Pacific Time) on any Business Day, the Lenders will deliver the required amount to the Agent no later than 11:00 a.m. (Pacific Time) on the Business Day after such request. The proceeds of all Refunding New Vehicle Floorplan Revolving Loans shall be paid by the Agent to the Swing Line Lender in repayment of the outstanding principal balance of the applicable New Vehicle Revolving Swing Line Loans. (b)

Refunding of Loans. (i) Upon the request of the Swing Line Lender, the Agent from time to time shall, on behalf of the New Service Loaner Vehicle Floorplan Borrowers Borrower (and each New the Service Loaner Vehicle Floorplan Borrower hereby irrevocably authorizes the Agent to so act on its behalf) request each Lender (including Swing Line Lender in its capacity as a Lender) to make a New Service Loaner Vehicle Floorplan Loan Advance to the New Service Loaner Vehicle Floorplan BorrowersBorrower, in accordance with the provisions of this Section 2.2.6(a3.4.6(a), which shall be applied to repay all or a portion of the outstanding principal balance of the New Service Loaner Vehicle Swing Line Loans (each such New Service Loaner Vehicle Floorplan Loan, a “Refunding New Service Loaner Vehicle Floorplan Loan”), in an amount equal to that LenderXxxxxx’s Pro Rata Share of all or a portion of the then outstanding principal balance of the New Service Loaner Vehicle Swing Line Loans. (ii) Without limiting the foregoing, each Lender agrees that the Agent may request the Lenders to make Refunding New Service Loaner Vehicle Floorplan Loans at any time if (A) a Default has occurred and is continuing, or (B) in the judgment of Swing Line Lender, taking into account the outstanding principal balance of the New Service Loaner Vehicle Swing Line Loans and the anticipated usage of the Service Loaner Vehicle Swing Line Loans, and the anticipated usage operation of the New Vehicle Swing Line LoansCredit Sweep pursuant to Section 3.4.7, such Refunding New Service Loaner Vehicle Floorplan Loans are reasonably necessary to ensure that the outstanding principal balance of the New Service Loaner Vehicle Swing Line Loans will not at any time exceed the New Service Loaner Vehicle Swing Line Commitment or such lesser amount as is permitted to be outstanding on the Service Loaner Vehicle Swing Line Loans at such time (it being understood that in order to attain such objective, Swing Line Lender may request refunding of the New Service Loaner Vehicle Swing Line Loans even though the principal balance of the New Service Loaner Vehicle Swing Line Loans at the time of such request is less than the New Service Loaner Vehicle Swing Line CommitmentCommitment or the amount permitted to be outstanding on the Service Loaner Vehicle Swing Line Loans). (iii) If the Agent makes a request for funding under this Section 2.2.6(a3.4.7(a) by 1:00 p.m. (Pacific Time) on any Business Day, the Lenders will deliver the required amount to the Agent no later than 11:00 a.m. (Pacific Time) on the Business Day after such request. The proceeds of all Refunding New Service Loaner Vehicle Floorplan Loans shall be paid by the Agent to the Swing Line Lender in repayment of the outstanding principal balance of the applicable New Service Loaner Vehicle Swing Line Loans. (b)80

Refunding of Loans. (i) Upon the request of the Swing Line Lender, the Agent from time to time shall, on behalf of the New Used Vehicle Floorplan Borrowers Borrower (and each New the Used Vehicle Floorplan Borrower hereby irrevocably authorizes the Agent to so act on its behalf) request each Lender (including Swing Line Lender in its capacity as a Lender) to make a New Used Vehicle Floorplan Loan Advance to the New Used Vehicle Floorplan BorrowersBorrower, in accordance with the provisions of this Section 2.2.6(a3.2.6(a), which shall be applied to repay all or a portion of the outstanding principal balance of the New Used Vehicle Swing Line Loans (each such New Used Vehicle Floorplan Loan, a “Refunding New Used Vehicle Floorplan Loan”), in an amount equal to that Lender’s Pro Rata Share of all or a portion of the then outstanding principal balance of the New Used Vehicle Swing Line Loans. (ii) Without limiting the foregoing, each Lender agrees that the Agent may request the Lenders to make Refunding New Used Vehicle Floorplan Loans at any time if (A) a Default has occurred and is continuing, or (B) in the judgment of Swing Line Lender, taking into account the outstanding principal balance of the New Used Vehicle Swing Line Loans and the anticipated usage of the Used Vehicle Swing Line Loans, and the anticipated usage operation of the New Vehicle Swing Line LoansCredit Sweep pursuant to Section 3.2.7, such Refunding New Used Vehicle Floorplan Loans are reasonably necessary to ensure that the outstanding principal balance of the New Used Vehicle Swing Line Loans will not at any time exceed the New Used Vehicle Swing Line Commitment or such lesser amount as is permitted to be outstanding on the Used Vehicle Swing Line Loans at such time (it being understood that in order to attain such objective, Swing Line Lender may request refunding of the New Used Vehicle Swing Line Loans even though the principal balance of the New Used Vehicle Swing Line Loans at the time of such request is less than the New Used Vehicle Swing Line Commitment). (iii) If Commitment or the Agent makes a request for funding under this Section 2.2.6(a) by 1:00 p.m. (Pacific Time) on any Business Day, the Lenders will deliver the required amount permitted to the Agent no later than 11:00 a.m. (Pacific Time) be outstanding on the Business Day after such request. The proceeds of all Refunding New Vehicle Floorplan Loans shall be paid by the Agent to the Swing Line Lender in repayment of the outstanding principal balance of the applicable New Used Vehicle Swing Line Loans). (b)73

Refunding of Loans. (i) Upon the request of the Swing Line Lender, the Agent from time to time shall, on behalf of the New Service Loaner Vehicle Floorplan Borrowers Borrower (and each New the Service Loaner Vehicle Floorplan Borrower hereby irrevocably authorizes the Agent to so act on its behalf) request each Lender (including Swing Line Lender in its capacity as a Lender) to make a New Service Loaner Vehicle Floorplan Loan Advance to the New Service Loaner Vehicle Floorplan BorrowersBorrower, in accordance with the provisions of this Section 2.2.6(a3.4.6(a), which shall be applied to repay all or a portion of the outstanding principal balance of the New Service Loaner Vehicle Swing Line Loans (each such New Service Loaner Vehicle Floorplan Loan, a “Refunding New Service Loaner Vehicle Floorplan Loan”), in an amount equal to that LenderXxxxxx’s Pro Rata Share of all or a portion of the then outstanding principal balance of the New Service Loaner Vehicle Swing Line Loans. (ii) Without limiting the foregoing, each Lender agrees that the Agent may request the Lenders to make Refunding New Service Loaner Vehicle Floorplan Loans at any time if (A) a Default has occurred and is continuing, or (B) in the judgment of Swing Line Lender, taking into account the outstanding principal balance of the New Service Loaner Vehicle Swing Line Loans and the anticipated usage of the Service Loaner Vehicle Swing Line Loans, and the anticipated usage operation of the New Vehicle Swing Line LoansCredit Sweep pursuant to Section 3.4.7, such Refunding New Service Loaner Vehicle Floorplan Loans are reasonably necessary to ensure that the outstanding principal balance of the New Service Loaner Vehicle Swing Line Loans will not at any time exceed the New Service Loaner Vehicle Swing Line Commitment or such lesser amount as is permitted to be outstanding on the Service Loaner Vehicle Swing Line Loans at such time (it being understood that in order to attain such objective, Swing Line Lender may request refunding of the New Service Loaner Vehicle Swing Line Loans even though the principal balance of the New Vehicle Swing Line Loans at the time of such request is less than the New Vehicle Swing Line Commitment). (iii) If the Agent makes a request for funding under this Section 2.2.6(a) by 1:00 p.m. (Pacific Time) on any Business Day, the Lenders will deliver the required amount to the Agent no later than 11:00 a.m. (Pacific Time) on the Business Day after such request. The proceeds of all Refunding New Vehicle Floorplan Loans shall be paid by the Agent to the Swing Line Lender in repayment of the outstanding principal balance of the applicable New Vehicle Swing Line Loans. (b)80 13483422v8

Refunding of Loans. (i) Upon the request of the Swing Line Lender, the Agent from time to time shall, on behalf of the New Service Loaner Vehicle Floorplan Borrowers Borrower (and each New the Service Loaner Vehicle Floorplan Borrower hereby irrevocably authorizes the Agent to so act on its behalf) request each Lender (including Swing Line Lender in its capacity as a Lender) to make a New Service Loaner Vehicle Floorplan Loan Advance to the New Service Loaner Vehicle Floorplan BorrowersBorrower, in accordance with the provisions of this Section 2.2.6(a3.4.6(a), which shall be applied to repay all or a portion of the outstanding principal balance of the New Service Loaner Vehicle Swing Line Loans (each such New Service Loaner Vehicle Floorplan Loan, a “Refunding New Service Loaner Vehicle Floorplan Loan”), in an amount equal to that Lender’s Pro Rata Share of all or a portion of the then outstanding principal balance of the New Service Loaner Vehicle Swing Line Loans. (ii) Without limiting the foregoing, each Lender agrees that the Agent may request the Lenders to make Refunding New Service Loaner Vehicle Floorplan Loans at any time if (A) a Default has occurred and is continuing, or (B) in the judgment of Swing Line Lender, taking into account the outstanding principal balance of the New Service Loaner Vehicle Swing Line Loans and the anticipated usage of the Service Loaner Vehicle Swing Line Loans, and the anticipated usage operation of the New Vehicle Swing Line LoansCredit Sweep pursuant to Section 3.4.7, such Refunding New Service Loaner Vehicle Floorplan Loans are reasonably necessary to ensure that the outstanding principal balance of the New Service Loaner Vehicle Swing Line Loans will not at any time exceed the New Service Loaner Vehicle Swing Line Commitment or such lesser amount as is permitted to be outstanding on the Service Loaner Vehicle Swing Line Loans at such time (it being understood that in order to attain such objective, Swing Line Lender may request refunding of the New Service Loaner Vehicle Swing Line Loans even though the principal balance of the New Service Loaner Vehicle Swing Line Loans at the time of such request is less than the New Service Loaner Vehicle Swing Line CommitmentCommitment or the amount permitted to be outstanding on the Service Loaner Vehicle Swing Line Loans). (iii) If the Agent makes a request for funding under this Section 2.2.6(a3.4.7(a) by 1:00 p.m. (Pacific Time) on any Business Day, the Lenders will deliver the required amount to the Agent no later than 11:00 a.m. (Pacific Time) on the Business Day after such request. The proceeds of all Refunding New Service Loaner Vehicle Floorplan Loans shall be paid by the Agent to the Swing Line Lender in repayment of the outstanding principal balance of the applicable New Service Loaner Vehicle Swing Line Loans. (b)

Refunding of Loans. (i) Upon the request of the Swing Line Lender, the Agent from time to time shall, on behalf of the New Vehicle Floorplan Borrowers Revolving Loan Borrower (and each New Vehicle Floorplan the Revolving Loan Borrower hereby irrevocably authorizes the Agent to so act on its behalf) request that each Lender (including Swing Line Lender in its capacity as a Lender) to make a New Vehicle Floorplan Revolving Loan Advance to the New Vehicle Floorplan BorrowersRevolving Loan Borrower, in accordance with the provisions of this Section 2.2.6(a4.2.6(a), which shall be applied to repay all or a portion of the outstanding principal balance of the New Vehicle Revolving Swing Line Loans (each such New Vehicle Floorplan Revolving Loan, a “Refunding New Vehicle Floorplan Revolving Loan”), in an amount equal to that Lender’s Pro Rata Share of all or a portion of the then outstanding principal balance of the New Vehicle Revolving Swing Line Loans. (ii) Without limiting the foregoing, each Lender agrees that the Agent may request the Lenders to make Refunding New Vehicle Floorplan Revolving Loans at any time if (A) a Default has occurred and is continuing, or (B) in the judgment of Swing Line Lender, taking into account the outstanding principal balance of the New Vehicle Revolving Swing Line Loans, and the anticipated usage of the New Vehicle Revolving Swing Line Loans, such Refunding New Vehicle Floorplan Revolving Loans are reasonably necessary to ensure that the outstanding principal balance of the New Vehicle Revolving Swing Line Loans will not at any time exceed the New Vehicle Revolving Swing Line Commitment or such lesser amount as is permitted to be outstanding on the Revolving Swing Line Loans at such time (it being understood that in order to attain such objective, Swing Line Lender may request refunding of the New Vehicle Revolving Swing Line Loans even though the principal balance of the New Vehicle Revolving Swing Line Loans at the time of such request is less than the New Vehicle Revolving Swing Line CommitmentCommitment or the amount permitted to be outstanding on the Revolving Swing Line Loans). (iii) If the Agent makes a request for funding under this Section 2.2.6(a4.2.6(a) by 1:00 p.m. (Pacific Time) on any Business Day, the Lenders will deliver the required amount to the Agent no later than 11:00 a.m. (Pacific Time) on the Business Day after such request. The proceeds of all Refunding New Vehicle Floorplan Revolving Loans shall be paid by the Agent to the Swing Line Lender in repayment of the outstanding principal balance of the applicable New Vehicle Revolving Swing Line Loans. (b)

Refunding of Loans. (i) Upon the request of the Swing Line Lender, the Agent from time to time shall, on behalf of the New Used Vehicle Floorplan Borrowers Borrower (and each New the Used Vehicle Floorplan Borrower hereby irrevocably authorizes the Agent to so act on its behalf) request each Lender (including Swing Line Lender in its capacity as a Lender) to make a New Used Vehicle Floorplan Loan Advance to the New Used Vehicle Floorplan BorrowersBorrower, in accordance with the provisions of this Section 2.2.6(a3.2.6(a), which shall be applied to repay all or a portion of the outstanding principal balance of the New Used Vehicle Swing Line Loans (each such New Used Vehicle Floorplan Loan, a “Refunding New Used Vehicle Floorplan Loan”), in an amount equal to that Lender’s Pro Rata Share of all or a portion of the then outstanding principal balance of the New Used Vehicle Swing Line Loans. (ii) Without limiting the foregoing, each Lender agrees that the Agent may request the Lenders to make Refunding New Used Vehicle Floorplan Loans at any time if (A) a Default has occurred and is continuing, or (B) in the judgment of Swing Line Lender, taking into account the outstanding principal balance of the New Used Vehicle Swing Line Loans and the anticipated usage of the Used Vehicle Swing Line Loans, and the anticipated usage operation of the New Vehicle Swing Line LoansCredit Sweep pursuant to Section 3.2.7, such Refunding New Used Vehicle Floorplan Loans are reasonably necessary to ensure that the outstanding principal balance of the New Used Vehicle Swing Line Loans will not at any time exceed the New Used Vehicle Swing Line Commitment or such lesser amount as is permitted to be outstanding on the Used Vehicle Swing Line Loans at such time (it being understood that in order to attain such objective, Swing Line Lender may request refunding of the New Used Vehicle Swing Line Loans even though the principal balance of the New Used Vehicle Swing Line Loans at the time of such request is less than the New Used Vehicle Swing Line CommitmentCommitment or the amount permitted to be outstanding on the Used Vehicle Swing Line Loans). (iii) If the Agent makes a request for funding under this Section 2.2.6(a3.2.7(a) by 1:00 p.m. (Pacific Time) on any Business Day, the Lenders will deliver the required amount to the Agent no later than 11:00 a.m. (Pacific Time) on the Business Day after such request. The proceeds of all Refunding New Used Vehicle Floorplan Loans shall be paid by the Agent to the Swing Line Lender in repayment of the outstanding principal balance of the applicable New Used Vehicle Swing Line Loans. (b)

Refunding of Loans. (i) Upon the request of the Swing Line Lender, the Agent from time to time shall, on behalf of the New Vehicle Floorplan Borrowers Revolving Loan Borrower (and each New Vehicle Floorplan the Revolving Loan Borrower hereby irrevocably authorizes the Agent to so act on its behalf) request that each Lender (including Swing Line Lender in its capacity as a Lender) to make a New Vehicle Floorplan Revolving Loan Advance to the New Vehicle Floorplan BorrowersRevolving Loan Borrower, in accordance with the provisions of this Section 2.2.6(a4.2.6(a), which shall be applied to repay all or a portion of the outstanding principal balance of the New Vehicle Revolving Swing Line Loans (each such New Vehicle Floorplan Revolving Loan, a “Refunding New Vehicle Floorplan Revolving Loan”), in an amount equal to that LenderXxxxxx’s Pro Rata Share of all or a portion of the then outstanding principal balance of the New Vehicle Revolving Swing Line Loans. (ii) Without limiting the foregoing, each Lender agrees that the Agent may request the Lenders to make Refunding New Vehicle Floorplan Revolving Loans at any time if (A) a Default has occurred and is continuing, or (B) in the judgment of Swing Line Lender, taking into account the outstanding principal balance of the New Vehicle Revolving Swing Line Loans, and the anticipated usage of the New Vehicle Revolving Swing Line Loans, such Refunding New Vehicle Floorplan Revolving Loans are reasonably necessary to ensure that the outstanding principal balance of the New Vehicle Revolving Swing Line Loans will not at any time exceed the New Vehicle Revolving Swing Line Commitment or such lesser amount as is permitted to be outstanding on the Revolving Swing Line Loans at such time (it being understood that in order to attain such objective, Swing Line Lender may request refunding of the New Vehicle Revolving Swing Line Loans even though the principal balance of the New Vehicle Revolving Swing Line Loans at the time of such request is less than the New Vehicle Swing Line Commitment). (iii) If the Agent makes a request for funding under this Section 2.2.6(a) by 1:00 p.m. (Pacific Time) on any Business Day, the Lenders will deliver the required amount to the Agent no later than 11:00 a.m. (Pacific Time) on the Business Day after such request. The proceeds of all Refunding New Vehicle Floorplan Loans shall be paid by the Agent to the Swing Line Lender in repayment of the outstanding principal balance of the applicable New Vehicle Swing Line Loans. (b)87 13483422v8