Common use of Refunding of or Participation Interest in Swing Line Loans Clause in Contracts

Refunding of or Participation Interest in Swing Line Loans. (i) Each Swing Line Lender may by written notice given to the Administrative Agent require the Revolving Credit Lenders to acquire participations in all or a portion of its Swing Line Loans outstanding. Such notice shall specify the aggregate amount of such Swing Line Loans in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans (the “Refunded Swing Line Loans”); provided, however, that the Swing Line Loans carried at the Quoted Rate which are refunded with Revolving Credit Loans at the request of the applicable Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 5.02 and no losses, costs or expenses may be assessed by such Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 10.01(h) or (i) shall have occurred (in which event the procedures of Section 2.08(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Loan are then satisfied (but subject to Section 2.08(e)(iii)), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02. (ii) If, prior to the making of a Revolving Credit Loan pursuant to Section 2.08(e)(i), one of the events described in Section 10.01(h) or Section 10.01(i) shall have occurred, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been made, purchase from the applicable Swing Line Lender an undivided participating interest in each of its Swing Line Loans that was to have been refunded in an amount equal to its Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender within the time periods specified in Section 2.08(e)(i), as applicable, shall immediately transfer to Administrative Agent, for the benefit of the applicable Swing Line Lender, in immediately available funds, an amount equal to its Applicable Revolving Credit Percentage of the aggregate principal amount of all of its Swing Line Loans outstanding as of such date. Upon receipt thereof, the Administrative Agent will deliver to such Revolving Credit Lender a Swing Line Participation Certificate evidencing such participation. (iii) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans to refund Swing Line Loans, and to purchase participation interests, in accordance with Section 2.08(e)(i) and Section 2.08(e)(ii), respectively, shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against any Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (D) any breach of this Agreement or any other Loan Document by the Borrower or any other Person; (E) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Credit Loan is to be made or such participating interest is to be purchased; (F) the reduction or termination of the Commitments hereunder; or (G) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Credit Lender does not make available to the Administrative Agent the amount required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii), as the case may be, the Administrative Agent on behalf of the applicable Swing Line Lender, shall be entitled to recover such amount on demand from such Revolving Credit Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) for the first two (2) Business Days such amount remains unpaid, at the NYFRB Rate and (y) thereafter, at the rate of interest then applicable to such Swing Line Loans. The obligation of any Revolving Credit Lender to make available its pro rata portion of the amounts required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii) shall not be affected by the failure of any other Revolving Credit Lender to make such amounts available, and no Revolving Credit Lender shall have any liability to any of the Borrower or any of its Subsidiaries, the Administrative Agent, the Swing Line Lenders, or any other Revolving Credit Lender or any other party for another Revolving Credit Lender’s failure to make available the amounts required under Section 2.08(e)(i) or Section 2.08(e)(ii).

Refunding of or Participation Interest in Swing Line Loans. (i) Each Swing Line Lender may by written notice given to The Administrative Agent, at any time in its sole and absolute discretion, may, in each case on behalf of the Borrower (which hereby irrevocably directs the Administrative Agent require to act on their behalf) request each of the Revolving Credit Lenders to acquire participations in all or a portion of its (including the Swing Line Loans outstanding. Such notice shall specify the aggregate amount of such Swing Line Loans Lender in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each its capacity as a Revolving Credit Lender) to make a Revolving Credit Loan to the Borrower, specifying in such notice an amount equal to such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such the aggregate principal amount of the Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from Loans outstanding on the Administrative Agent (and in any event, if date such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans given (the “Refunded Swing Line Loans”); provided, however, that the Swing Line Loans carried at the Quoted Rate which are refunded with Revolving Credit Loans at the request of the applicable Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 5.02 6.02 and no losses, costs or expenses may be assessed by such the Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii)) hereof, the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 10.01(h11.01(h) or (i) hereof shall have occurred (in which event the procedures of Section 2.08(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Loan are then satisfied (but subject to Section 2.08(e)(iii)), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) hereof prior to 11:00 a.m. (New York Detroit time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.026.02 hereof. (ii) If, prior to the making of a Revolving Credit Loan pursuant to Section 2.08(e)(i)) hereof, one of the events described in Section 10.01(h11.01(h) or Section 10.01(i(i) hereof shall have occurred, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been made, purchase from the applicable Swing Line Lender an undivided participating interest in each of its Swing Line Loans Loan that was to have been refunded in an amount equal to its Applicable Revolving Credit Percentage of such Swing Line LoansLoan. Each Revolving Credit Lender within the time periods specified in Section 2.08(e)(i)) hereof, as applicable, shall immediately transfer to Administrative Agent, for the benefit of the applicable Swing Line Lender, in immediately available funds, an amount equal to its Applicable Revolving Credit Percentage of the aggregate principal amount of all of its Swing Line Loans outstanding as of such date. Upon receipt thereof, the Administrative Agent will deliver to such Revolving Credit Lender a Swing Line Participation Certificate evidencing such participation. (iii) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans to refund Swing Line Loans, and to purchase participation interests, in accordance with Section 2.08(e)(i) and Section 2.08(e)(ii(ii), respectively, shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against any the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (D) any breach of this Agreement or any other Loan Document by the Borrower or any other Person; (E) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Credit Loan is to be made or such participating interest is to be purchased; (F) the reduction or termination of the Commitments hereunder; or (G) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Credit Lender does not make available to the Administrative Agent the amount required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii)(ii) hereof, as the case may be, the Administrative Agent on behalf of the applicable Swing Line Lender, shall be entitled to recover such amount on demand from such Revolving Credit Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) for the first two (2) Business Days such amount remains unpaid, at the NYFRB Federal Funds Effective Rate and (y) thereafter, at the rate of interest then applicable to such Swing Line Loans. The obligation of any Revolving Credit Lender to make available its pro rata portion of the amounts required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii(ii) hereof shall not be affected by the failure of any other Revolving Credit Lender to make such amounts available, and no Revolving Credit Lender shall have any liability to any of the Borrower or any of its Subsidiaries, the Administrative Agent, the Swing Line LendersLender, or any other Revolving Credit Lender or any other party for another Revolving Credit Lender’s failure to make available the amounts required under Section 2.08(e)(i) or Section 2.08(e)(ii)(ii) hereof. (iv) Notwithstanding the foregoing, no Revolving Credit Lender shall be required to make any Revolving Credit Loan to refund a Swing Line Loan or to purchase a participation in a Swing Line Loan if at least two (2) Business Days prior to the making of such Swing Line Loan by the Swing Line Lender, the officers of the Swing Line Lender immediately responsible for matters concerning this Agreement shall have received written notice from the Administrative Agent or any Lender that Swing Line Loans should be suspended based on the occurrence and continuance of a Default or Event of Default and stating that such notice is a “notice of default”; provided, however, that the obligation of the Revolving Credit Lenders to make or refund such Swing Line Loan or purchase a participation in such Swing Line Loan shall be reinstated upon the date on which such Default or Event of Default has been waived by the requisite Lenders.

Refunding of or Participation Interest in Swing Line Loans. (i) Each Upon the request of the Swing Line Bank, the Agent from time to time shall, on behalf of the Floor Plan Borrowers (and each Floor Plan Borrower hereby irrevocably authorizes the Agent to so act on its behalf) request each Floor Plan Lender may by written notice given (including Swing Line Bank in its capacity as a Floor Plan Lender) to make a Floor Plan Loan to the Administrative Agent require the Revolving Credit Lenders Floor Plan Borrowers, which shall be applied to acquire participations in repay all or a portion of its Swing Line Loans outstanding. Such notice shall specify the aggregate amount of such Swing Line Loans in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account outstanding principal balance of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans (each such Floor Plan Loan, a “Refunding Floor Plan Loan”), in an amount equal to that Lender’s Pro Rata Share of all or a portion of the “Refunded then outstanding principal balance of the Swing Line Loans”); provided. (ii) Without limiting the foregoing, however, each Floor Plan Lender agrees that the Swing Line Loans carried at the Quoted Rate which are refunded with Revolving Credit Loans Agent may and shall, at the request of the applicable Swing Line Lender Bank, request the Floor Plan Lenders to make Floor Plan Loans at any time if (A) a time when no Default or Event of Default has occurred and is continuing continuing, or (B) in the judgment of Swing Line Bank, taking into account the outstanding principal balance of the Swing Line Loans, the anticipated usage of the Swing Line Loans, such Refunding Floor Plan Loans are reasonably necessary to ensure that the outstanding principal balance of the Swing Line Loans will not at any time exceed the Swing Line Commitment (it being understood that in order to attain such objective, Swing Line Bank may request refunding of the Swing Line Loans even though the principal balance of the Swing Line Loans at the time of such request is less than the Swing Line Commitment). (iii) If the Agent makes a request for funding hereunder by 1:00 pm Minneapolis, Minnesota time on any Business Day, the Floor Plan Lenders will deliver the required amount to the Agent no later than 1:00 pm Minneapolis, Minnesota time on the next Business Day after such request. The proceeds of all Refunding Floor Plan Loans shall be paid by the Agent to the Swing Line Bank in repayment of the outstanding principal balance of the applicable Swing Line Loans. (b) In addition to the right of the Swing Line Bank to request refunding of the Swing Line Loans as set forth above, upon the request of the Swing Line Bank, the Agent shall request each Floor Plan Lender (including Swing Line Bank in its capacity as a Lender) to fund its participation in the Swing Line Loans by paying to the Agent, for the account of the Swing Line Bank, its Pro Rata Share of the principal amount of the Swing Line Loans. If the Agent makes such request by 1:00 pm Minneapolis, Minnesota time on any Business Day, the Floor Plan Lenders will deliver such amount to the Agent no later than 1:00 pm Minneapolis, Minnesota time on the next Business Day after such request. If any payment paid to any Floor Plan Lender with respect to its participating interest in any Swing Line Loan is thereafter recovered from or must be returned or paid over by Swing Line Bank for any reason, such Floor Plan Lender will pay to the Agent for the account of the Swing Line Bank, such Floor Plan Lender’s Pro Rata Share of such amount and of any interest and other amounts paid or payable by the Swing Line Bank with respect to such amount. The Swing Line Bank and the Agent agree not be subject to request any funding of the Floor Plan Lender’s participations in the Swing Line Loans under this Section 5.02 and no losses, costs or expenses at any time that such participations may be assessed by such Swing Line Lender against legally repaid using advances of the Borrower or Floor Plan Loans. (c) All payments of principal and interest on the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with paid by the making Agent solely to the Swing Line Bank except that (i) payments made in respect of any a participation in a Swing Line Loan which is funded by a Floor Plan Lender shall be made to such Refunded Lender (including Swing Line Bank in its capacity as Lender) and (ii) each Lender shall be entitled to receive its Pro Rata Share of payments of (A) principal on such Swing Line Loans and (B) interest on such Swing Line Loans only for the period following the date such participation is funded. (d) The obligation of each Floor Plan Lender to make Floor Plan Loans to repay Swing Line Loans pursuant as set forth in clause (a) above or the purchase of a to fund its participation interest interests in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 10.01(h) or (i) shall have occurred (in which event the procedures of Section 2.08(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Loan are then satisfied (but subject to Section 2.08(e)(iii)), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02. (ii) If, prior to the making of a Revolving Credit Loan pursuant to Section 2.08(e)(i), one of the events described in Section 10.01(hclause (b) or Section 10.01(i) shall have occurred, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been made, purchase from the applicable Swing Line Lender an undivided participating interest in each of its Swing Line Loans that was to have been refunded in an amount equal to its Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender within the time periods specified in Section 2.08(e)(i), as applicable, shall immediately transfer to Administrative Agent, for the benefit of the applicable Swing Line Lender, in immediately available funds, an amount equal to its Applicable Revolving Credit Percentage of the aggregate principal amount of all of its Swing Line Loans outstanding as of such date. Upon receipt thereof, the Administrative Agent will deliver to such Revolving Credit Lender a Swing Line Participation Certificate evidencing such participation. (iii) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans to refund Swing Line Loans, and to purchase participation interests, in accordance with Section 2.08(e)(i) and Section 2.08(e)(ii), respectively, above shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against any Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any a Default or Event of Default; (C) , the fact that any adverse change in the condition (financial one or otherwise) more of the Borrower conditions in Article VIII is not satisfied, the termination of the availability of Loans, the fact that such Floor Plan Loan is made after the Maturity Date to fund a Draft or to refinance Swing Line Loans made prior to the Maturity Date, any defense, setoff, counterclaim or claim for recoupment of any Lender against Floor Plan Agent or Swing Line Bank or any other Person; (D) any breach of this Agreement or any other Loan Document by the Borrower or any other Person; (E) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Credit Loan is to be made or such participating interest is to be purchased; (F) the reduction or termination of the Commitments hereunder; or (G) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Credit Lender does not make available to Notwithstanding the Administrative Agent the amount required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii), as the case may beforegoing, the Administrative Agent on behalf of the applicable Swing Line Lender, shall be entitled to recover such amount on demand from such Revolving Credit Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) for the first two (2) Business Days such amount remains unpaid, at the NYFRB Rate and (y) thereafter, at the rate of interest then applicable to such Swing Line Loans. The obligation of any Revolving Credit Lender to make available its pro rata portion of the amounts required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii) Floor Plan Lenders shall not be affected by the failure of required to refinance or fund any other Revolving Credit Lender to make such amounts available, and no Revolving Credit Lender shall have participation in any liability to any of the Borrower or any of its Subsidiaries, the Administrative Agent, the Swing Line Lenders, or any other Revolving Credit Lender or any other party for another Revolving Credit Lender’s failure to make available the amounts required under Section 2.08(e)(i) or Section 2.08(e)(ii)Overdraft Loan.

Refunding of or Participation Interest in Swing Line Loans. (ia) Each On any Floor Plan Adjustment Date and upon the occurrence and during the continuance of an Event of Default other than those described in paragraph (b) below, the Swing Line Lender may by Bank in its sole and absolute discretion (subject, and in addition to, ordinary course settlements as set forth in Section 2.4(d)) may, on behalf of any Floor Plan Borrower (each of whom hereby irrevocably directs the Swing Line Bank to act on its behalf), make a written notice given (including via fax) request to the Administrative Agent require Floor Plan Agent, requesting the Revolving Credit Floor Plan Lenders to acquire participations in all or a portion of its (including the Swing Line Bank in its capacity as a Floor Plan Lender) to make Floor Plan Loans outstanding. Such notice shall specify in an amount equal to the aggregate outstanding principal amount of such the Swing Line Loans in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to accordance with each Revolving Credit Lender, specifying in such notice such Revolving Credit Floor Plan Lender’s Applicable Revolving Credit Percentage respective Pro Rata Share of such Floor Plan Loan Commitments (including the portion thereof which constitutes the Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Minimum Amount but excluding Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans Overdraft Loans). Such loans (the “Refunded Swing Line Loans”); provided, howevershall accrue interest at (i) the Comerica Prime-based Rate, that if requested upon the occurrence of an Event of Default, or (ii) the LIBO Rate plus the Applicable Margin or the Comerica Prime-based Rate, at the Borrowers’ option, if requested on any Floor Plan Adjustment Date. The Refunded Swing Line Loans carried shall be made immediately in respect of Swing Line Loans as of the day following the last day of the Applicable Interest Period in respect of Swing Line Loans accruing interest at the Quoted Rate which are refunded with Revolving Credit Rate; provided that no such request shall require any Floor Plan Lender to make Floor Plan Loans at in excess of such Floor Plan Lender’s Floor Plan Loan Commitment on the date such request of the applicable Swing Line Lender at a time when no Default or is made. Unless an Event of Default has occurred and is continuing continuing, Refunded Swing Line Loans shall not be subject to the indemnification provisions of Section 5.02 5.10, and no losses, costs or expenses may be assessed by such the Swing Line Lender Bank against the applicable Floor Plan Borrower or the Revolving Credit other Floor Plan Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refundingthereof. Unless any an Event of the events Default described in Section 10.01(h) 11.1(f), Section 11.1(g), Section 11.3(d), Section 11.3(e), Section 11.3(f), or (iSection 11.3(g) shall have occurred (in which event the procedures of Section 2.08(e)(ii4.5(b) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Floor Plan Loan are then satisfied (but subject to Section 2.08(e)(iii))satisfied, each Revolving Credit Floor Plan Lender shall upon request by the Agent in the manner specified in Section 2.4 make the proceeds of its Revolving Credit Floor Plan Loan available to the Administrative Floor Plan Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02Bank. (iib) If, prior to the making of a Revolving Credit Refunded Swing Line Loan pursuant to Section 2.08(e)(i4.5(a), one an Event of the events Default described in Section 10.01(h) 11.1(f), Section 11.1(g), Section 11.3(d), Section 11.3(e), Section 11.3(f), or Section 10.01(i11.3(g) shall have occurred, each Revolving Credit Floor Plan Lender willshall, in the manner provided in Section 2.10(a) and Section 2.10(c), on the date such Revolving Credit Floor Plan Loan was to have been made, purchase from the applicable Swing Line Bank participation interests in the Refunded Swing Line Loan equal to such Floor Plan Lender’s Pro Rata Share of the Floor Plan Loan Commitments; provided, however, except for any Borrowing which occurs as a result of a Draft made prior to the effective suspension or termination of the Drafting Agreement pursuant to which such Borrowing occurred which Borrowing is subject to Section 2.10, no Floor Plan Lender an undivided participating shall be obligated to purchase a participation interest in each of its a Refunded Swing Line Loans that Loan to the extent such Loan was to have been refunded in an amount equal to its Applicable Revolving Credit Percentage of such made by the Swing Line Loans. Each Revolving Credit Lender within Bank when the time periods specified conditions precedent in Section 2.08(e)(i), as applicable, shall immediately transfer to Administrative Agent, for the benefit of the applicable Swing Line Lender, in immediately available funds, an amount equal to its Applicable Revolving Credit Percentage of the aggregate principal amount of all of its Swing Line Loans outstanding as of such date. Upon receipt thereof, the Administrative Agent will deliver to such Revolving Credit Lender a Swing Line Participation Certificate evidencing such participation8.3 were not satisfied. (iiic) Each Revolving Credit Subject to Section 4.5(b), above, each Floor Plan Lender’s obligation to make Revolving Credit Floor Plan Loans to refund Swing Line Loans, and to purchase participation interests, interests in accordance with Section 2.08(e)(i4.5(a) and Section 2.08(e)(ii), respectively, 4.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (Ai) any set-off, setoff counterclaim, recoupment, defense or other right which such Revolving Credit Floor Plan Lender may have against any the Swing Line LenderBank, the any Floor Plan Borrower or any other Person for any reason whatsoever; (Bii) the occurrence or continuance of any Default or Event of Default; (Ciii) any adverse change in the condition (financial or otherwise) of the any Floor Plan Borrower or any other Person; (Div) any breach of this Agreement or by any other Loan Document by the Floor Plan Borrower or any other Person; (Ev) any inability of the any Floor Plan Borrower to satisfy the conditions precedent to borrowing a Borrowing set forth in this Agreement on the date upon which such Revolving Credit Floor Plan Loan is required to be made or such participating interest is to be purchased; (F) the reduction or termination of the Commitments hereunder; or (Gvi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Credit Floor Plan Lender does not make available to the Administrative Floor Plan Agent the amount required pursuant to Section 2.08(e)(i4.5(a) or Section 2.08(e)(ii4.5(b), as the case may be, the Administrative Agent on behalf of the applicable Swing Line Lender, Bank shall be entitled to recover such amount on demand from such Revolving Credit Floor Plan Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Effective Rate. (xd) for Refunded Swing Line Loans which are funded by the first Floor Plan Lenders after two (2) Business Days such amount remains unpaidDays’ notice as provided in Section 4.5(a) shall thereafter become Floor Plan Loans and, subject to any right of acceleration herein provided, shall remain outstanding until the next succeeding Floor Plan Adjustment Date. Such Loans shall accrue interest in favor of the Floor Plan Lenders in accordance with each Floor Plan Lender’s respective Pro Rata Share of Floor Plan Loan Commitments at the NYFRB Rate and (y) thereafter, at Comerica Prime-based Rate. On the rate next succeeding Floor Plan Adjustment Date such Loans shall be treated as all other Floor Plan Loans outstanding in accordance with the provisions of interest then applicable to such Swing Line Loans. The obligation of any Revolving Credit Lender to make available its pro rata portion of the amounts required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii) shall not be affected by the failure of any other Revolving Credit Lender to make such amounts available, and no Revolving Credit Lender shall have any liability to any of the Borrower or any of its Subsidiaries, the Administrative Agent, the Swing Line Lenders, or any other Revolving Credit Lender or any other party for another Revolving Credit Lender’s failure to make available the amounts required under Section 2.08(e)(i) or Section 2.08(e)(ii2.4(b).

Refunding of or Participation Interest in Swing Line Loans. (i) Each Swing Line Lender may by written notice given to the Administrative Agent require the Revolving Credit Lenders to acquire participations in all or a portion of its Swing Line Loans outstanding. Such notice shall specify the aggregate amount of such Swing Line Loans in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans (the “Refunded Swing Line Loans”); provided, however, that the Swing Line Loans carried at the Quoted Rate which are refunded with Revolving Credit Loans at the request of the applicable Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 5.02 and no losses, costs or expenses may be assessed by such Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 10.01(h) or (i) shall have occurred (in which event the procedures of Section 2.08(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Loan are then satisfied (but subject to Section 2.08(e)(iii)), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02. (ii) If, prior to the making of a Revolving Credit Loan pursuant to Section 2.08(e)(i), one of the events described in Section 10.01(h) or Section 10.01(i) shall have occurred, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been made, purchase from the applicable Swing Line Lender an undivided participating interest in each of its Swing Line Loans that was to have been refunded in an amount equal to its Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender within the time periods specified in Section 2.08(e)(i), as applicable, shall immediately transfer to Administrative Agent, for the benefit of the applicable Swing Line Lender, in immediately available funds, an amount equal to its Applicable Revolving Credit Percentage of the aggregate principal amount of all of its Swing Line Loans outstanding as of such date. Upon receipt thereof, the Administrative Agent will deliver to such Revolving Credit Lender a Swing Line Participation Certificate evidencing such participation. (iii) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans to refund Swing Line Loans, and to purchase participation interests, in accordance with Section 2.08(e)(i) and Section 2.08(e)(ii), respectively, shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against any Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (D) any breach of this Agreement or any other Loan Document by the Borrower or any other Person; (E) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Credit Loan is to be made or such participating interest is to be purchased; (F) the reduction or termination of the Commitments hereunder; or (G) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Credit Lender does not make available to the Administrative Agent the amount required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii), as the case may be, the Administrative Agent on behalf of the applicable Swing Line Lender, shall be entitled to recover such amount on demand from such Revolving Credit Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) for the first two (2) Business Days such amount remains unpaid, at the NYFRB Rate and (y) thereafter, at the rate of interest then applicable to such Swing Line Loans. The obligation of any Revolving Credit Lender to make available its pro rata portion of the amounts required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii) shall not be affected by the failure of any other Revolving Credit Lender to make such amounts available, and no Revolving Credit Lender shall have any liability to any of the Borrower or any of its Subsidiaries, the Administrative Agent, the Swing Line Lenders, or any other Revolving Credit Lender or any other party for another Revolving Credit Lender’s failure to make available the amounts required under Section 2.08(e)(i) or Section 2.08(e)(ii).

Refunding of or Participation Interest in Swing Line Loans. (a) On the first Floor Plan Adjustment Date of any month or upon the occurrence and during the continuance of an Event of Default other than those described in paragraph (b) below, the Swing Line Bank in its sole and absolute discretion may, on behalf of any Floor Plan Borrower (each of whom hereby irrevocably directs the Swing Line Bank to act on its behalf), make a written (including via facsimile) request to the Floor Plan Agent, requesting the Floor Plan Lenders (including the Swing Line Bank in its capacity as a Floor Plan Lender) to make Floor Plan Loans in an amount equal to the outstanding principal amount of the Swing Line Loans (excluding (i) Each Swing Line Lender may by written notice given to the Administrative Agent require the Revolving Credit Lenders to acquire participations in all or a portion of its Swing Line Loans outstanding. Such notice shall specify the aggregate amount of such Swing Line Loans in which Revolving Credit Lenders will participatethe amount of the Offset Amount and (ii) Swing Line Overdraft Loans) in accordance with each Floor Plan Lender’s respective Pro Rata Share of Floor Plan Loan Commitments. Promptly upon Upon receipt of such noticerequest, the Administrative Floor Plan Agent will give shall promptly provide notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay request to the Administrative Agent, for the account of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans Floor Plan Lenders. Such loans (the “Refunded Swing Line Loans”); provided) shall accrue interest at (i) the Comerica Prime-based Rate, howeverif requested upon the occurrence of an Event of Default, that or (ii) the Swing Line Loans carried LIBO Rate plus the Applicable Margin or the Comerica Prime-based Rate, at the Quoted Rate which are refunded with Revolving Credit Borrowers’ option, if requested on any such Floor Plan Adjustment Date. Notwithstanding anything to the contrary contained herein, no such request shall require any Floor Plan Lender to make Floor Plan Loans at in excess of such Floor Plan Lender’s Floor Plan Loan Commitment on the date such request of the applicable Swing Line Lender at a time when no Default or is made. Unless an Event of Default has occurred and is continuing continuing, Refunded Swing Line Loans shall not be subject to the indemnification provisions of Section 5.02 5.10, and no losses, costs or expenses may be assessed by such the Swing Line Lender Bank against the applicable Floor Plan Borrower or the Revolving Credit other Floor Plan Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refundingthereof. Unless any an Event of the events Default described in Section 10.01(h) 11.1(f), Section 11.1(g), Section 11.3(d), Section 11.3(e), Section 11.3(f), or (iSection 11.3(g) shall have occurred (in which event the procedures of Section 2.08(e)(ii4.5(b) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Floor Plan Loan are then satisfied (but subject to Section 2.08(e)(iii))satisfied, each Revolving Credit Floor Plan Lender shall within two (2) Business Days following receipt of notice from the Floor Plan Agent make the proceeds of its Revolving Credit Floor Plan Loan available to the Administrative Floor Plan Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02Bank. (iib) If, prior to the making of a Revolving Credit Refunded Swing Line Loan pursuant to Section 2.08(e)(i4.5(a), one an Event of the events Default described in Section 10.01(h) 11.1(f), Section 11.1(g), Section 11.3(d), Section 11.3(e), Section 11.3(f), or Section 10.01(i11.3(g) shall have occurred, each Revolving Credit Floor Plan Lender willshall, in the manner provided in Section 2.10(a) and Section 2.10(c), on the date such Revolving Credit Floor Plan Loan was to have been made, purchase from the applicable Swing Line Bank participation interests in the Refunded Swing Line Loan equal to such Floor Plan Lender’s Pro Rata Share of the Floor Plan Loan Commitments; provided, however, except for any Borrowing which occurs as a result of a Draft made prior to the effective suspension or termination of the Drafting Agreement pursuant to which such Borrowing occurred which Borrowing is subject to Section 2.10, no Floor Plan Lender an undivided participating shall be obligated to purchase a participation interest in each of its a Refunded Swing Line Loans that Loan to the extent such Loan was to have been refunded in an amount equal to its Applicable Revolving Credit Percentage of such made by the Swing Line Loans. Each Revolving Credit Lender within Bank when the time periods specified conditions precedent in Section 2.08(e)(i), as applicable, shall immediately transfer to Administrative Agent, for the benefit of the applicable Swing Line Lender, in immediately available funds, an amount equal to its Applicable Revolving Credit Percentage of the aggregate principal amount of all of its Swing Line Loans outstanding as of such date. Upon receipt thereof, the Administrative Agent will deliver to such Revolving Credit Lender a Swing Line Participation Certificate evidencing such participation8.3 were not satisfied. (iiic) Each Revolving Credit Subject to Section 4.5(b), above, each Floor Plan Lender’s obligation to make Revolving Credit Floor Plan Loans to refund Swing Line Loans, and to purchase participation interests, interests in accordance with Section 2.08(e)(i4.5(a) and Section 2.08(e)(ii), respectively, 4.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (Ai) any set-offsetoff, counterclaim, recoupment, defense or other right which such Revolving Credit Floor Plan Lender may have against any the Swing Line LenderBank, the any Floor Plan Borrower or any other Person for any reason whatsoever; (Bii) the occurrence or continuance of any Default or Event of Default; (Ciii) any adverse change in the condition (financial or otherwise) of the any Floor Plan Borrower or any other Person; (Div) any breach of this Agreement or by any other Loan Document by the Floor Plan Borrower or any other Person; (Ev) any inability of the any Floor Plan Borrower to satisfy the conditions precedent to borrowing a Borrowing set forth in this Agreement on the date upon which such Revolving Credit Floor Plan Loan is required to be made or such participating interest is to be purchased; (F) the reduction or termination of the Commitments hereunder; or (Gvi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Credit Floor Plan Lender does not make available to the Administrative Floor Plan Agent the amount required pursuant to Section 2.08(e)(i4.5(a) or Section 2.08(e)(ii4.5(b), as the case may be, the Administrative Agent on behalf of the applicable Swing Line Lender, Bank shall be entitled to recover such amount on demand from such Revolving Credit Floor Plan Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Effective Rate. (xd) for Refunded Swing Line Loans which are funded by the first Floor Plan Lenders after two (2) Business Days such amount remains unpaidDays’ notice as provided in Section 4.5(a) shall thereafter become Floor Plan Loans and, subject to any right of acceleration herein provided, shall remain outstanding until the next succeeding Floor Plan Adjustment Date. Such Loans shall accrue interest in favor of the Floor Plan Lenders in accordance with each Floor Plan Lender’s respective Pro Rata Share of Floor Plan Loan Commitments at the NYFRB Rate and (y) thereafterComerica Prime-based Rate. On the next succeeding Floor Plan Adjustment Date, at such Loans shall be treated as all other Floor Plan Loans outstanding in accordance with the rate provisions of interest then applicable to such Swing Line Loans. The obligation of any Revolving Credit Lender to make available its pro rata portion of the amounts required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii) shall not be affected by the failure of any other Revolving Credit Lender to make such amounts available, and no Revolving Credit Lender shall have any liability to any of the Borrower or any of its Subsidiaries, the Administrative Agent, the Swing Line Lenders, or any other Revolving Credit Lender or any other party for another Revolving Credit Lender’s failure to make available the amounts required under Section 2.08(e)(i) or Section 2.08(e)(ii)2.4.

Refunding of or Participation Interest in Swing Line Loans. (ia) Each On any Floor Plan Adjustment Date or upon the occurrence and during the continuance of an Event of Default other than those described in paragraph (b) below, the Swing Line Lender may by Bank in its sole and absolute discretion (subject, and in addition to, ordinary course settlements as set forth in Section 2.4(d)) may, on behalf of any Floor Plan Borrower (each of whom hereby irrevocably directs the Swing Line Bank to act on its behalf), make a written notice given (including via fax) request to the Administrative Agent require Floor Plan Agent, requesting the Revolving Credit Floor Plan Lenders to acquire participations in all or a portion of its (including the Swing Line Bank in its capacity as a Floor Plan Lender) to make Floor Plan Loans outstanding. Such notice shall specify in an amount equal to the aggregate outstanding principal amount of such the Swing Line Loans in accordance with each Floor Plan Lender’s respective Pro Rata Share of Floor Plan Loan Commitments (including the portion thereof which Revolving Credit Lenders will participateconstitutes the Swing Line Minimum Amount but excluding Swing Line Overdraft Loans). Promptly upon Upon receipt of such noticerequest, the Administrative Floor Plan Agent will give shall promptly provide notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay request to the Administrative Agent, for the account of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans Floor Plan Lenders. Such loans (the “Refunded Swing Line Loans”); provided) shall accrue interest at (i) the Comerica Prime-based Rate, howeverif requested upon the occurrence of an Event of Default, that or (ii) the Swing Line Loans carried LIBO Rate plus the Applicable Margin or the Comerica Prime-based Rate, at the Quoted Rate which are refunded with Revolving Credit Borrowers’ option, if requested on any Floor Plan Adjustment Date. Notwithstanding anything to the contrary contained herein, no such request shall require any Floor Plan Lender to make Floor Plan Loans at in excess of such Floor Plan Lender’s Floor Plan Loan Commitment on the date such request of the applicable Swing Line Lender at a time when no Default or is made. Unless an Event of Default has occurred and is continuing continuing, Refunded Swing Line Loans shall not be subject to the indemnification provisions of Section 5.02 5.10, and no losses, costs or expenses may be assessed by such the Swing Line Lender Bank against the applicable Floor Plan Borrower or the Revolving Credit other Floor Plan Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refundingthereof. Unless any an Event of the events Default described in Section 10.01(h) 11.1(f), Section 11.1(g), Section 11.3(d), Section 11.3(e), Section 11.3(f), or (iSection 11.3(g) shall have occurred (in which event the procedures of Section 2.08(e)(ii4.5(b) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Floor Plan Loan are then satisfied (but subject to Section 2.08(e)(iii))satisfied, each Revolving Credit Floor Plan Lender shall within two (2) Business Days following receipt of notice from the Floor Plan Agent make the proceeds of its Revolving Credit Floor Plan Loan available to the Administrative Floor Plan Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02Bank. (iib) If, prior to the making of a Revolving Credit Refunded Swing Line Loan pursuant to Section 2.08(e)(i4.5(a), one an Event of the events Default described in Section 10.01(h) 11.1(f), Section 11.1(g), Section 11.3(d), Section 11.3(e), Section 11.3(f), or Section 10.01(i11.3(g) shall have occurred, each Revolving Credit Floor Plan Lender willshall, in the manner provided in Section 2.10(a) and Section 2.10(c), on the date such Revolving Credit Floor Plan Loan was to have been made, purchase from the applicable Swing Line Bank participation interests in the Refunded Swing Line Loan equal to such Floor Plan Lender’s Pro Rata Share of the Floor Plan Loan Commitments; provided, however, except for any Borrowing which occurs as a result of a Draft made prior to the effective suspension or termination of the Drafting Agreement pursuant to which such Borrowing occurred which Borrowing is subject to Section 2.10, no Floor Plan Lender an undivided participating shall be obligated to purchase a participation interest in each of its a Refunded Swing Line Loans that Loan to the extent such Loan was to have been refunded in an amount equal to its Applicable Revolving Credit Percentage of such made by the Swing Line Loans. Each Revolving Credit Lender within Bank when the time periods specified conditions precedent in Section 2.08(e)(i), as applicable, shall immediately transfer to Administrative Agent, for the benefit of the applicable Swing Line Lender, in immediately available funds, an amount equal to its Applicable Revolving Credit Percentage of the aggregate principal amount of all of its Swing Line Loans outstanding as of such date. Upon receipt thereof, the Administrative Agent will deliver to such Revolving Credit Lender a Swing Line Participation Certificate evidencing such participation8.3 were not satisfied. (iiic) Each Revolving Credit Subject to Section 4.5(b), above, each Floor Plan Lender’s obligation to make Revolving Credit Floor Plan Loans to refund Swing Line Loans, and to purchase participation interests, interests in accordance with Section 2.08(e)(i4.5(a) and Section 2.08(e)(ii), respectively, 4.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (Ai) any set-offsetoff, counterclaim, recoupment, defense or other right which such Revolving Credit Floor Plan Lender may have against any the Swing Line LenderBank, the any Floor Plan Borrower or any other Person for any reason whatsoever; (Bii) the occurrence or continuance of any Default or Event of Default; (Ciii) any adverse change in the condition (financial or otherwise) of the any Floor Plan Borrower or any other Person; (Div) any breach of this Agreement or by any other Loan Document by the Floor Plan Borrower or any other Person; (Ev) any inability of the any Floor Plan Borrower to satisfy the conditions precedent to borrowing a Borrowing set forth in this Agreement on the date upon which such Revolving Credit Floor Plan Loan is required to be made or such participating interest is to be purchased; (F) the reduction or termination of the Commitments hereunder; or (Gvi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Credit Floor Plan Lender does not make available to the Administrative Floor Plan Agent the amount required pursuant to Section 2.08(e)(i4.5(a) or Section 2.08(e)(ii4.5(b), as the case may be, the Administrative Agent on behalf of the applicable Swing Line Lender, Bank shall be entitled to recover such amount on demand from such Revolving Credit Floor Plan Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Effective Rate. (xd) for Refunded Swing Line Loans which are funded by the first Floor Plan Lenders after two (2) Business Days such amount remains unpaidDays’ notice as provided in Section 4.5(a) shall thereafter become Floor Plan Loans and, subject to any right of acceleration herein provided, shall remain outstanding until the next succeeding Floor Plan Adjustment Date. Such Loans shall accrue interest in favor of the Floor Plan Lenders in accordance with each Floor Plan Lender’s respective Pro Rata Share of Floor Plan Loan Commitments at the NYFRB Rate and (y) thereafterComerica Prime-based Rate. On the next succeeding Floor Plan Adjustment Date, at such Loans shall be treated as all other Floor Plan Loans outstanding in accordance with the rate provisions of interest then applicable to such Swing Line Loans. The obligation of any Revolving Credit Lender to make available its pro rata portion of the amounts required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii) shall not be affected by the failure of any other Revolving Credit Lender to make such amounts available, and no Revolving Credit Lender shall have any liability to any of the Borrower or any of its Subsidiaries, the Administrative Agent, the Swing Line Lenders, or any other Revolving Credit Lender or any other party for another Revolving Credit Lender’s failure to make available the amounts required under Section 2.08(e)(i) or Section 2.08(e)(ii)2.4.

Refunding of or Participation Interest in Swing Line Loans. (ia) Each On any Floor Plan Adjustment Date or upon the occurrence and during the continuance of an Event of Default other than those described in paragraph (b) below, the Swing Line Lender may by Bank in its sole and absolute discretion (subject, and in addition to, ordinary course settlements as set forth in Section 2.4(d)) may, on behalf of any Floor Plan Borrower (each of whom hereby irrevocably directs the Swing Line Bank to act on its behalf), make a written notice given (including via fax) request to the Administrative Agent require Floor Plan Agent, requesting the Revolving Credit Floor Plan Lenders to acquire participations in all or a portion of its (including the Swing Line Bank in its capacity as a Floor Plan Lender) to make Floor Plan Loans outstanding. Such notice shall specify in an amount equal to the aggregate outstanding principal amount of such the Swing Line Loans in accordance with each Floor Plan Lender’s respective Pro Rata Share of Floor Plan Loan Commitments (including the portion thereof which Revolving Credit Lenders will participateconstitutes the Swing Line Minimum Amount but excluding Swing Line Overdraft Loans). Promptly upon Upon receipt of such noticerequest, the Administrative Floor Plan Agent will give shall promptly provide notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay request to the Administrative Agent, for the account of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans Floor Plan Lenders. Such loans (the “Refunded Swing Line Loans”); provided) shall accrue interest at (i) the Comerica Prime-based Rate, howeverif requested upon the occurrence of an Event of Default, that or (ii) the Swing Line Loans carried LIBO Rate plus the Applicable Margin or the Comerica Prime-based Rate, at the Quoted Rate which are refunded with Revolving Credit Borrowers’ option, if requested on any Floor Plan Adjustment Date. Notwithstanding anything to the contrary contained herein, no such request shall require any Floor Plan Lender to make Floor Plan Loans at in excess of such Floor Plan Lender’s Floor Plan Loan Commitment on the date such request of the applicable Swing Line Lender at a time when no Default or is made. Unless an Event of Default has occurred and is continuing continuing, Refunded Swing Line Loans shall not be subject to the indemnification provisions of Section 5.02 5.10, and no losses, costs or expenses may be assessed by such the Swing Line Lender Bank against the applicable Floor Plan Borrower or the Revolving Credit other Floor Plan Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refundingthereof. Unless any an Event of the events Default described in Section 10.01(h) 11.1(f), Section 11.1(g), Section 11.3(d), Section 11.3(e), Section 11.3(f), or (iSection 11.3(g) shall have occurred (in which event the procedures of Section 2.08(e)(ii4.5(b) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Floor Plan Loan are then satisfied (but subject to Section 2.08(e)(iii))satisfied, each Revolving Credit Floor Plan Lender shall within two (2) Business Days following receipt of notice from the Floor Plan Agent make the proceeds of its Revolving Credit Floor Plan Loan available to the Administrative Floor Plan Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02Bank. (iib) If, prior to the making of a Revolving Credit Refunded Swing Line Loan pursuant to Section 2.08(e)(i4.5(a), one an Event of the events Default described in Section 10.01(h) 11.1(f), Section 11.1(g), Section 11.3(d), Section 11.3(e), Section 11.3(f), or Section 10.01(i11.3(g) shall have occurred, each Revolving Credit Floor Plan Lender willshall, in the manner provided in Section 2.10(a) and Section 2.10(c), on the date such Revolving Credit Floor Plan Loan was to have been made, purchase from the applicable Swing Line Bank participation interests in the Refunded Swing Line Loan equal to such Floor Plan Lender’s Pro Rata Share of the Floor Plan Loan Commitments; provided, however, except for any Borrowing which occurs as a result of a Draft made prior to the effective suspension or termination of the Drafting Agreement pursuant to which such Borrowing occurred which Borrowing is subject to Section 2.10, no Floor Plan Lender an undivided participating shall be obligated to purchase a participation interest in each of its a Refunded Swing Line Loans that Loan to the extent such Loan was to have been refunded in an amount equal to its Applicable Revolving Credit Percentage of such made by the Swing Line Loans. Each Revolving Credit Lender within Bank when the time periods specified conditions precedent in Section 2.08(e)(i), as applicable, shall immediately transfer to Administrative Agent, for the benefit of the applicable Swing Line Lender, in immediately available funds, an amount equal to its Applicable Revolving Credit Percentage of the aggregate principal amount of all of its Swing Line Loans outstanding as of such date. Upon receipt thereof, the Administrative Agent will deliver to such Revolving Credit Lender a Swing Line Participation Certificate evidencing such participation8.3 were not satisfied. (iiic) Each Revolving Credit Subject to Section 4.5(b), above, each Floor Plan Lender’s obligation to make Revolving Credit Floor Plan Loans to refund Swing Line Loans, and to purchase participation interests, interests in accordance with Section 2.08(e)(i4.5(a) and Section 2.08(e)(ii), respectively, 4.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (Ai) any set-off, setoff counterclaim, recoupment, defense or other right which such Revolving Credit Floor Plan Lender may have against any the Swing Line LenderBank, the any Floor Plan Borrower or any other Person for any reason whatsoever; (Bii) the occurrence or continuance of any Default or Event of Default; (Ciii) any adverse change in the condition (financial or otherwise) of the any Floor Plan Borrower or any other Person; (Div) any breach of this Agreement or by any other Loan Document by the Floor Plan Borrower or any other Person; (Ev) any inability of the any Floor Plan Borrower to satisfy the conditions precedent to borrowing a Borrowing set forth in this Agreement on the date upon which such Revolving Credit Floor Plan Loan is required to be made or such participating interest is to be purchased; (F) the reduction or termination of the Commitments hereunder; or (Gvi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Credit Floor Plan Lender does not make available to the Administrative Floor Plan Agent the amount required pursuant to Section 2.08(e)(i4.5(a) or Section 2.08(e)(ii4.5(b), as the case may be, the Administrative Agent on behalf of the applicable Swing Line Lender, Bank shall be entitled to recover such amount on demand from such Revolving Credit Floor Plan Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Effective Rate. (xd) for Refunded Swing Line Loans which are funded by the first Floor Plan Lenders after two (2) Business Days such amount remains unpaidDays’ notice as provided in Section 4.5(a) shall thereafter become Floor Plan Loans and, subject to any right of acceleration herein provided, shall remain outstanding until the next succeeding Floor Plan Adjustment Date. Such Loans shall accrue interest in favor of the Floor Plan Lenders in accordance with each Floor Plan Lender’s respective Pro Rata Share of Floor Plan Loan Commitments at the NYFRB Rate and (y) thereafterComerica Prime-based Rate. On the next succeeding Floor Plan Adjustment Date, at such Loans shall be treated as all other Floor Plan Loans outstanding in accordance with the rate provisions of interest then applicable to such Swing Line Loans. The obligation of any Revolving Credit Lender to make available its pro rata portion of the amounts required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii) shall not be affected by the failure of any other Revolving Credit Lender to make such amounts available, and no Revolving Credit Lender shall have any liability to any of the Borrower or any of its Subsidiaries, the Administrative Agent, the Swing Line Lenders, or any other Revolving Credit Lender or any other party for another Revolving Credit Lender’s failure to make available the amounts required under Section 2.08(e)(i) or Section 2.08(e)(ii2.4(b).

Refunding of or Participation Interest in Swing Line Loans. (i) Each The Swing Line Lender may by written notice given to the Administrative Agent require the Revolving Credit Lenders to acquire participations in all or a portion of its Swing Line Loans outstanding. Such notice shall specify the aggregate amount of such Swing Line Loans in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means shall mean no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Swing Line LenderLenders, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans (the “Refunded Swing Line Loans”); provided, however, that the Swing Line Loans carried at the Quoted Rate which are refunded with Revolving Credit Loans at the request of the applicable Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 5.02 and no losses, costs or expenses may be assessed by such Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii), the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 10.01(h) or (i) hereof shall have occurred (in which event the procedures of Section 2.08(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Loan are then satisfied (but subject to Section 2.08(e)(iii)), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) hereof prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.02. (ii) If, prior to the making of a Revolving Credit Loan pursuant to Section 2.08(e)(i), one of the events described in Section 10.01(h) or Section 10.01(i(i) hereof shall have occurred, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been made, purchase from the applicable Swing Line Lender an undivided participating interest in each of its Swing Line Loans Loan that was to have been refunded in an amount equal to its Applicable Revolving Credit Percentage of such Swing Line LoansLoan. Each Revolving Credit Lender within the time periods specified in Section 2.08(e)(i), as applicable, shall immediately transfer to Administrative Agent, for the benefit of the applicable Swing Line Lender, in immediately available funds, an amount equal to its Applicable Revolving Credit Percentage of the aggregate principal amount of all of its Swing Line Loans outstanding as of such date. Upon receipt thereof, the Administrative Agent will deliver to such Revolving Credit Lender a Swing Line Participation Certificate evidencing such participation. (iii) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans to refund Swing Line Loans, and to purchase participation interests, in accordance with Section 2.08(e)(i) and Section 2.08(e)(ii(ii), respectively, shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against any the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (D) any breach of this Agreement or any other Loan Document by the Borrower or any other Person; (E) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Credit Loan is to be made or such participating interest is to be purchased; (F) the reduction or termination of the Commitments hereunder; or (G) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Credit Lender does not make available to the Administrative Agent the amount required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii(ii), as the case may be, the Administrative Agent on behalf of the applicable Swing Line Lender, shall be entitled to recover such amount on demand from such Revolving Credit Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) for the first two (2) Business Days such amount remains unpaid, at the NYFRB Rate and (y) thereafter, at the rate of interest then applicable to such Swing Line Loans. The obligation of any Revolving Credit Lender to make available its pro rata portion of the amounts required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii(ii) hereof shall not be affected by the failure of any other Revolving Credit Lender to make such amounts available, and no Revolving Credit Lender shall have any liability to any of the Borrower or any of its Subsidiaries, the Administrative Agent, the Swing Line LendersLender, or any other Revolving Credit Lender or any other party for another Revolving Credit Lender’s failure to make available the amounts required under Section 2.08(e)(i) or Section 2.08(e)(ii(ii).

Refunding of or Participation Interest in Swing Line Loans. (i) Each Swing Line Lender may by written notice given to the Administrative Agent require the Revolving Credit Lenders to acquire participations in all or a portion of its Swing Line Loans outstanding. Such notice shall specify the aggregate amount of such Swing Line Loans in which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York time, on a Business Day no later than 5:00 p.m. New York time on such Business Day and if received after 12:00 noon, New York time, on a Business Day means shall mean no later than 10:00 a.m. New York time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Swing Line Lender, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loans (the “Refunded Swing Line Loans”); provided, however, that the Swing Line Loans carried at the Quoted Rate which are refunded with Revolving Credit Loans at the request of the applicable Swing Line Lender at a time when no Default or Event of Default has occurred and is continuing shall not be subject to Section 5.02 and no losses, costs or expenses may be assessed by such Swing Line Lender against the Borrower or the Revolving Credit Lenders as a consequence of such refunding. The applicable Revolving Credit Loans used to refund any such Swing Line Loans shall be ABR Loans. In connection with the making of any such Refunded Swing Line Loans or the purchase of a participation interest in Swing Line Loans under Section 2.08(e)(ii)) hereof, the Swing Line Lender shall retain its claim against the Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 10.01(h) or (i) hereof shall have occurred (in which event the procedures of Section 2.08(e)(ii) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Loan are then satisfied (but subject to Section 2.08(e)(iii)), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the benefit of the applicable Swing Line Lender at the office of the Administrative Agent specified in Section 2.04(a) hereof prior to 11:00 a.m. (New York time) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans, subject to Section 5.025.02 hereof. (ii) If, prior to the making of a Revolving Credit Loan pursuant to Section 2.08(e)(i)) hereof, one of the events described in Section 10.01(h) or Section 10.01(i) hereof shall have occurred, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been made, purchase from the applicable Swing Line Lender an undivided participating interest in each of its Swing Line Loans that was to have been refunded in an amount equal to its Applicable Revolving Credit Percentage of such Swing Line Loans. Each Revolving Credit Lender within the time periods specified in Section 2.08(e)(i)) hereof, as applicable, shall immediately transfer to Administrative Agent, for the benefit of the applicable Swing Line Lender, in immediately available funds, an amount equal to its Applicable Revolving Credit Percentage of the aggregate principal amount of all of its Swing Line Loans outstanding as of such date. Upon receipt thereof, the Administrative Agent will deliver to such Revolving Credit Lender a Swing Line Participation Certificate evidencing such participation. (iii) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans to refund Swing Line Loans, and to purchase participation interests, in accordance with Section 2.08(e)(i) and Section 2.08(e)(ii), respectively, shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against any Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (D) any breach of this Agreement or any other Loan Document by the Borrower or any other Person; ; (EA) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Credit Loan is to be made or such participating interest is to be purchased; (F) the reduction or termination of the Commitments hereunder; or (G) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Credit Lender does not make available to the Administrative Agent the amount required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii)) hereof, as the case may be, the Administrative Agent on behalf of the applicable Swing Line Lender, shall be entitled to recover such amount on demand from such Revolving Credit Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) for the first two (2) Business Days such amount remains unpaid, at the NYFRB Rate and (ya) thereafter, at the rate of interest then applicable to such Swing Line Loans. The obligation of any Revolving Credit Lender to make available its pro rata portion of the amounts required pursuant to Section 2.08(e)(i) or Section 2.08(e)(ii) hereof shall not be affected by the failure of any other Revolving Credit Lender to make such amounts available, and no Revolving Credit Lender shall have any liability to any of the Borrower or any of its Subsidiaries, the Administrative Agent, the Swing Line Lenders, or any other Revolving Credit Lender or any other party for another Revolving Credit Lender’s failure to make available the amounts required under Section 2.08(e)(i) or Section 2.08(e)(ii)) hereof.