Common use of Weekly Settlement Clause in Contracts

Weekly Settlement. In order to minimize the frequency of transfers of funds between Agent and the Lenders, advances and repayments of Loans will be settled according to the procedures described in this Section 2.3(c). (i) Agent shall, once every seven (7) calendar days, or sooner, if so elected by Agent in its discretion, but in each case on a Business Day (each such day being a “Settlement Date”), distribute to each Lender a statement (the “Agent’s Report”) disclosing as of the immediately preceding Business Day, the aggregate unpaid principal balance of Loans outstanding as of such date (including Revolving Loans made by Agent under Section 2.3(c)(v) hereof), repayments and prepayments of principal received from Borrowers with respect to the Loans since the immediately preceding Agent’s Report, additional Loans made to Borrowers since the date of the immediately preceding Agent’s Report. Each Agent’s Report shall disclose the net amount (the “Settlement Amount”) due to or due from the Lenders to effect a Settlement of any Loan and the calculations therefor. Agent’s Report submitted to a Lender shall be prima facie evidence of the amount due to or from such Lender to effect a Settlement of any Loan. If Agent’s Report discloses a net amount due from Agent to any Lender to effect the Settlement of any Loan, Agent, concurrently with the delivery of Agent’s Report to the Lenders, shall transfer, by wire transfer or otherwise, such amount to such Lender in funds immediately available to such Lender, in accordance with such Lender’s instructions. If Agent’s Report discloses a net amount due to Agent from any Lender to affect the Settlement of any Loan, then such Lender shall wire transfer such amount, in funds immediately available to Agent, as instructed by Agent. Such net amount due from a Lender to Agent shall be due on the Settlement Date if such Agent’s Report is received before 1:00 p.m. and such net amount shall be due on the first Business Day following the Settlement Date if such Agent’s Report is received after 1:00 p.m. (ii) All funds advanced to Borrowers by Agent or a Lender pursuant to this Section 2.3(c) shall for all purposes be treated as a Loan made by such Lender and all funds received by any Lender pursuant to this Section 2.3(c) shall for all purposes be treated as a repayment of the Loans made by such Lender. (iii) In the event that any bankruptcy, reorganization, liquidation, receivership, or similar cases or proceedings in which Borrowers are a debtor prevent Agent or any Lender from making any Loan to effect a Settlement contemplated hereby, Agent or such Lender, as the case may be, will make such dispositions and arrangements with the other Lenders with respect to such Loans, either by way of purchase of participations, distribution, pro tanto assignment of claims, subrogation, or otherwise, as shall result in each Lender’s share of the outstanding Loans being equal to its Aggregate Commitment Percentage of all outstanding Loans. (iv) Payments to effect a Settlement shall be made without set off, counterclaim or reduction of any kind. The failure or refusal of any Lender to make available to Agent at the aforesaid time and place the amount of the Settlement Amount due from such Lender (i) shall not relieve any other Lender from its several obligation hereunder to make available to Agent the amount of such other Lender’s Settlement Amount and (ii) shall not impose upon such other Lender any liability with respect to such failure or refusal or otherwise increase the Commitment of such other Lender. (v) Notwithstanding the notice requirements set forth in Section 2.2 above, but otherwise in accordance with the terms of this Agreement, Agent may, in its sole discretion without conferring with the Revolving Loan Lenders but on their behalf, make Revolving Loans in an amount requested by Borrowers. Any such Revolving Loans so funded by Agent shall be deemed Revolving Loans made by Agent under its Revolving Credit Commitment, except for purposes of Section 2.5 hereof. Each Revolving Loan Lender’s obligation to fund its portion of any such Revolving Loan made by Agent will commence on the date such Revolving Loan is actually so made by Agent. However, until the date on which the Settlement of such Revolving Loan is required in accordance with this Section 2.3(c)(i) above, such obligation of the Revolving Loan Lender shall be satisfied by Agent making such Revolving Loan. So long as Borrowers shall have requested the Revolving Loan, Borrowers acknowledge and agree that the making of such Revolving Loans by Agent under this Section 2.3(c)(v) shall be subject in all respects to the provisions of this Agreement as if each such Revolving Loan was made in response to a notice requesting such Revolving Loan made in accordance with Section 2.2 hereof. All actions taken by Agent pursuant to the provisions of this Section 2.3(c)(v) shall be conclusive and binding on Borrowers in the absence of manifest error. Notwithstanding anything herein to the contrary, prior to the Settlement with any Revolving Loan Lender of any Revolving Loan funded by Agent under this Section 2.3(c)(v), interest payable on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of Agent and payment of principal on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of Agent.

Weekly Settlement. In order to (a) To minimize the frequency of transfers of funds between the Administrative Agent and the Lenderseach Floor Plan Lender, advances and repayments of Floor Plan Loans will be settled according to the procedures described in this Section 2.3(c). (i) 2.15. The Administrative Agent shall, once every seven days (7) calendar days, or sooner, if so elected by the Administrative Agent in its discretion), but in each case on a Business Day Day, (each such day being a “Settlement Date”), distribute to each Floor Plan Lender a statement (the “Agent’s Report”) disclosing as of the immediately preceding Business Day, the aggregate unpaid principal balance of Floor Plan Loans outstanding as of such date (including Revolving Loans made by Agent under Section 2.3(c)(v) hereof)date, repayments and prepayments of principal received from the Borrowers with respect to the Floor Plan Loans since the immediately preceding Agent’s Report, Report and additional Floor Plan Loans made to the Borrowers since the date of the immediately preceding Agent’s Report. Each Agent’s Report shall disclose the net amount (the “Settlement Amount”) due to or due from the Floor Plan Lenders to effect a Settlement of any Loan and the calculations thereforFloor Plan Loan. The Administrative Agent’s Report submitted to a Floor Plan Lender shall be be, absent manifest error, prima facie evidence of the amount due to or from such Lender to effect a Settlement of any Floor Plan Loan. If the Administrative Agent’s Report discloses a net amount due from the Administrative Agent to any Floor Plan Lender to effect the Settlement of any a Floor Plan Loan, the Administrative Agent, concurrently with the delivery of the Administrative Agent’s Report to the Floor Plan Lenders, shall transfer, by wire transfer or otherwise, such amount to such Floor Plan Lender in funds immediately available to such Floor Plan Lender, in accordance with such Floor Plan Lender’s instructions. If the Administrative Agent’s Report discloses a net amount due to the Administrative Agent from any Floor Plan Lender to affect effect the Settlement of any Floor Plan Loan, then such Floor Plan Lender shall wire transfer such amount, in funds immediately available to the Administrative Agent, as instructed by the Administrative Agent. Such Unless otherwise agreed by the Administrative Agent, such net amount due from a Floor Plan Lender to the Administrative Agent shall be due by 5:00 p.m. on the Settlement Date if such Agent’s Report is received before 1:00 p.m. and such net amount shall be due by 5:00 p.m. on the first Business Day following the Settlement Date if such Agent’s Report is received after 1:00 p.m.. Notwithstanding the foregoing, payments actually received by the Administrative Agent (which shall be credited on the day received if received prior to 1:00 p.m.) with respect to the following items shall be distributed by the Administrative Agent to each Floor Plan Lender as follows: (iii) All on the 16th day of each month (or if such day is not a Business Day, on the following Business Day), payments applicable to interest on the Floor Plan Loans received by the Administrative Agent with respect to Floor Plan Loans outstanding during the preceding month shall be paid to each Floor Plan Lender in proportion to its Percentage of the Floor Plan Loans (based on the outstanding principal amount of funds actually advanced to Borrowers by Agent or a Lender pursuant to this Section 2.3(c) shall for all purposes be treated as a Loan made by such Floor Plan Lender and all funds received by any Lender pursuant to this Section 2.3(c) shall for all purposes be treated as a repayment of the Loans made by such Lender. (iii) In the event that any bankruptcy, reorganization, liquidation, receivership, or similar cases or proceedings in which Borrowers are a debtor prevent Agent or any Lender from making any Loan to effect a Settlement contemplated hereby, Agent or such Lender, as the case may be, will make such dispositions and arrangements with the other Lenders with respect to such Floor Plan Loans, either by way of purchase of participations, distribution, pro tanto assignment of claims, subrogation, or otherwise, as shall result in each ). Each Floor Plan Lender’s share of interest accruing each day on the outstanding Floor Plan Loans being equal to its Aggregate Commitment Percentage of all outstanding Loans. (iv) Payments to effect a Settlement shall be made without set offbased on such Floor Plan Lender’s Daily Loan Balance. For purposes hereof, counterclaim or reduction the term “Daily Loan Balance” shall mean as of any kind. The failure or refusal day for any Floor Plan Lender, an amount calculated as of any the end of that day by subtracting (a) the cumulative principal amount paid by the Administrative Agent to such Floor Plan Lender on account of Floor Plan Loans from the Effective Date through and including the date as of which the Daily Loan Balance is being determined from (b) the cumulative principal amount advanced by such Floor Plan Lender to make available to the Administrative Agent at for the aforesaid time and place the amount benefit of the Settlement Amount due Borrowers to fund Floor Plan Loans made on and after the Effective Date through and including such date of determination. Notwithstanding the foregoing, each Floor Plan Lender hereby acknowledges that it shall only receive interest on an Eligible New/Rental Floor Plan Loan from such Lender (i) shall not relieve any other Lender from its several obligation hereunder to make available to Agent the amount of such other Lender’s Settlement Amount and (ii) shall not impose upon such other Lender any liability date that it advances funds with respect to such failure thereto and it will not participate in any discounts and/or subsidies received from any Tier 1 Manufacturer or refusal or otherwise increase the Commitment of such other Lender. (v) Notwithstanding the notice requirements set forth in Section 2.2 above, but otherwise in accordance with the terms of this Agreement, Agent may, in its sole discretion without conferring with the Revolving Loan Lenders but on their behalf, make Revolving Loans in an amount requested by Borrowers. Any such Revolving Loans so funded by Agent shall be deemed Revolving Loans made by Agent under its Revolving Credit Commitment, except for purposes of Section 2.5 hereof. Each Revolving Loan Lender’s obligation to fund its portion of any such Revolving Loan made by Agent will commence on the date such Revolving Loan is actually so made by Agent. However, until the date on which the Settlement of such Revolving Loan is required in accordance with this Section 2.3(c)(i) above, such obligation of the Revolving Loan Lender shall be satisfied by Agent making such Revolving Loan. So long as Borrowers shall have requested the Revolving Loan, Borrowers acknowledge and agree that the making of such Revolving Loans by Agent under this Section 2.3(c)(v) shall be subject in all respects to the provisions of this Agreement as if each such Revolving Loan was made in response to a notice requesting such Revolving Loan made in accordance with Section 2.2 hereof. All actions taken by Agent pursuant to the provisions of this Section 2.3(c)(v) shall be conclusive and binding on Borrowers in the absence of manifest error. Notwithstanding anything herein to the contrary, prior to the Settlement with any Revolving Loan Lender of any Revolving Loan funded by Agent under this Section 2.3(c)(v), interest payable on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of Agent and payment of principal on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of Agent.Tier 2 Manufacturer; and

Weekly Settlement. (a) In order to minimize the frequency of transfers of funds between Agent and the Lenderseach Lender, advances Advances and repayments of Advances and Term Loans will be settled according to the procedures described in this Section 2.3(c). (i) Section. Agent shall, once every seven (7) calendar days, or sooner, if necessary in order to afford Debtor the ability to fully utilize the Revolving Loan Commitment of each Lender or otherwise if so elected by Agent in its discretion, but in each case on a Business Day Day, (each such day being a “"Settlement Date”"), distribute to each Lender a statement (the “Agent’s "Settlement Report”") disclosing as of the immediately preceding Business Day, the aggregate unpaid principal balance of Advances and Term Loans outstanding as of such date (including Revolving Loans Advances made by the Agent under Section 2.3(c)(v2.2(b) hereof), repayments and prepayments of principal received from Borrowers Debtor with respect to the Advances and Term Loans since the immediately preceding Agent’s Settlement Report, and additional Loans Advances made to Borrowers Debtor since the date of the immediately preceding Agent’s Settlement Report. Each Agent’s Settlement Report shall disclose the net amount (the “"Settlement Amount”") due to or due from the Lenders to effect a Settlement of any Loan and the calculations thereforAdvance or Term Loan. Agent’s The Settlement Report submitted to a Lender shall be prima facie evidence of the amount due to or from such Lender to effect a Settlement of any Advance or Term Loan. If Agent’s the Settlement Report discloses a net amount due from Agent to any Lender to effect the Settlement of any an Advance or Term Loan, Agent, concurrently with the delivery of Agent’s the Settlement Report to the Lenders, shall transfer, by wire transfer or otherwise, such amount to such Lender in funds immediately available to such Lender, in accordance with such Lender’s 's instructions. If Agent’s the Settlement Report discloses a net amount due to Agent from any Lender to affect the Settlement of any Advance or Term Loan, then such Lender shall wire transfer such amount, in funds immediately available to Agent, as instructed by Agent. Such net amount due from a Lender to Agent shall be due by 1:00 p.m. (Chicago time) on the Settlement Date if such Agent’s Settlement Report is received before 1:00 p.m. 11:00 a.m. (Chicago time) and such net amount shall be due by 1:00 p.m. (Chicago time) on the first Business Day following the Settlement Date if such Agent’s Settlement Report is received after 1:00 p.m.11:00 a.m. (Chicago time). Notwithstanding the foregoing, payments actually received by Agent with respect to the following items shall be distributed by Agent to each Lender as follows: (i) any principal payment of a LIBOR Portion that is not converted or continued will be paid to Lenders by Agent on the same day as received; (ii) All funds advanced as soon as possible, but in any event, within one Business Day after receipt thereof by Agent, payments applicable to Borrowers by Agent or a interest on the Advances and Term Loans shall be paid to each Lender pursuant to this Section 2.3(c) shall for all purposes be treated as a Loan made by such Lender and all funds received by any Lender pursuant to this Section 2.3(c) shall for all purposes be treated as a repayment of the Loans made by such Lender. (iii) In the event that any bankruptcy, reorganization, liquidation, receivership, or similar cases or proceedings in which Borrowers are a debtor prevent Agent or any Lender from making any Loan to effect a Settlement contemplated hereby, Agent or such Lender, as the case may be, will make such dispositions and arrangements with the other Lenders with respect to such Loans, either by way of purchase of participations, distribution, pro tanto assignment of claims, subrogation, or otherwise, as shall result in each Lender’s share of the outstanding Loans being equal proportion to its Aggregate Commitment Percentage of all outstanding Loans. pro rata share thereof (iv) Payments to effect a Settlement shall be made without set off, counterclaim or reduction of any kind. The failure or refusal of any Lender to make available to Agent at the aforesaid time and place the amount of the Settlement Amount due from such Lender (i) shall not relieve any other Lender from its several obligation hereunder to make available to Agent the amount of such other Lender’s Settlement Amount and (ii) shall not impose upon such other Lender any liability with respect to such failure or refusal or otherwise increase the Commitment of such other Lender. (v) Notwithstanding the notice requirements set forth in Section 2.2 above, but otherwise in accordance with the terms of this Agreement, Agent may, in its sole discretion without conferring with the Revolving Loan Lenders but on their behalf, make Revolving Loans in an amount requested by Borrowers. Any such Revolving Loans so funded by Agent shall be deemed Revolving Loans made by Agent under its Revolving Credit Commitment, except for purposes of Section 2.5 hereof. Each Revolving Loan Lender’s obligation to fund its portion of any such Revolving Loan made by Agent will commence on the date such Revolving Loan is actually so made by Agent. However, until the date on which the Settlement of such Revolving Loan is required in accordance with this Section 2.3(c)(i) above, such obligation of the Revolving Loan Lender shall be satisfied by Agent making such Revolving Loan. So long as Borrowers shall have requested the Revolving Loan, Borrowers acknowledge and agree that the making of such Revolving Loans by Agent under this Section 2.3(c)(v) shall be subject in all respects to the provisions of this Agreement as if each such Revolving Loan was made in response to a notice requesting such Revolving Loan made in accordance with Section 2.2 hereof. All actions taken by Agent pursuant to the provisions of this Section 2.3(c)(v) shall be conclusive and binding on Borrowers in the absence of manifest error. Notwithstanding anything herein to the contrary, prior to the Settlement with any Revolving Loan Lender of any Revolving Loan funded by Agent under this Section 2.3(c)(v), interest payable on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of Agent and payment of principal on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of Agent.based

Weekly Settlement. (a) In order to minimize the frequency of transfers of funds between the Agent and the Lenderseach Lender, advances and repayments of Loans will be settled according to the procedures described in this Section 2.3(c). (i) 8.6. The Agent shall, once every seven (7) calendar days, or, so long as a Default or Event of Default exists, sooner, if so elected by the Agent in its discretion, discretion but in each case on a Business Day Day, (each such day being a “Settlement Date”), ) distribute to each Lender a statement (the “Agent’s Report”) disclosing as of the immediately preceding Business Day, the aggregate unpaid principal balance of Loans outstanding as of such date (including Revolving Loans made by Agent under Section 2.3(c)(v) hereof)date, repayments and prepayments of principal received from Borrowers the Company with respect to the Loans since the immediately preceding Agent’s Report, Report and additional Loans made to Borrowers the Company since the date of the immediately preceding Agent’s Report. Each Agent’s Report shall disclose the net amount (the “Settlement Amount”) due to or due from the Lenders to effect a Settlement of any Loan and the calculations thereforLoan. The Agent’s Report submitted to a Lender shall be be, absent manifest error, prima facie evidence of the amount due to or from such Lender to effect a Settlement of any Loan. If the Agent’s Report discloses a net amount due from the Agent to any Lender to effect the Settlement of any a Loan, the Agent, concurrently with the delivery of the Agent’s Report to the Lenders, shall transfer, by wire transfer or otherwise, such amount to such Lender in funds immediately available to such Lender, in accordance with such Lender’s instructions. If the Agent’s Report discloses a net amount due to the Agent from any Lender to affect effect the Settlement of any Loan, then such Lender shall wire transfer such amount, in funds immediately available to the Agent, as instructed by the Agent. Such net amount due from a Lender to the Agent shall be due by 2:00 p.m. (New York, New York time) on the Settlement Date if such Agent’s Report is received before 1:00 p.m. 11:00 a.m. (New York, New York time) and such net amount shall be due by 2:00 p.m. (New York, New York time) on the first Business Day following the Settlement Date if such Agent’s Report is received after 1:00 p.m.11:00 a.m. (New York, New York time). Notwithstanding the foregoing, payments actually received by the Agent (which shall be credited on the day received if received prior to 11:00 a.m. (New York, New York time)) with respect to the following items shall be distributed by the Agent to each Lender as follows: (iii) All as soon as possible, but in any event within one Business Day after receipt thereof by the Agent, payments applicable to interest on the Loans shall be paid to each Lender in proportion to its pro rata share of the Loans (based on the outstanding principal amount of funds actually advanced to Borrowers by Agent or a Lender pursuant to this Section 2.3(c) shall for all purposes be treated as a Loan made by such Lender and all funds received by any Lender pursuant to this Section 2.3(c) shall for all purposes be treated as a repayment of the Loans made by such Lender. (iii) In the event that any bankruptcy, reorganization, liquidation, receivership, or similar cases or proceedings in which Borrowers are a debtor prevent Agent or any Lender from making any Loan to effect a Settlement contemplated hereby, Agent or such Lender, as the case may be, will make such dispositions and arrangements with the other Lenders with respect to such Loans, either by way of purchase of participations, distribution, pro tanto assignment of claims, subrogation, or otherwise, as shall result in each ). Each Lender’s share of interest accruing each day on the outstanding Loans being equal to its Aggregate Commitment Percentage of all outstanding Loans. (iv) Payments to effect a Settlement shall be made without set offbased on such Lender’s Daily Loan Balance. For purposes hereof, counterclaim or reduction the term “Daily Loan Balance” shall mean as of any kind. The failure or refusal day for any Lender, an amount calculated as of any the end of that day by subtracting (a) the cumulative principal amount paid by the Agent to such Lender on account of Loans from the Restatement Date through and including the date as of which the Daily Loan Balance is being determined from (b) the cumulative principal amount advanced by such Lender to make available to the Agent at for the aforesaid time and place the amount benefit of the Settlement Amount due from such Lender (i) shall not relieve any other Lender from its several obligation hereunder Company to make available to Agent the amount of such other Lender’s Settlement Amount and (ii) shall not impose upon such other Lender any liability with respect to such failure or refusal or otherwise increase the Commitment of such other Lender. (v) Notwithstanding the notice requirements set forth in Section 2.2 above, but otherwise in accordance with the terms of this Agreement, Agent may, in its sole discretion without conferring with the Revolving Loan Lenders but on their behalf, make Revolving Loans in an amount requested by Borrowers. Any such Revolving Loans so funded by Agent shall be deemed Revolving fund Loans made by Agent under its Revolving Credit Commitment, except for purposes on and after the Restatement Date through and including such date of Section 2.5 hereof. Each Revolving Loan Lender’s obligation to fund its portion of any such Revolving Loan made by Agent will commence on the date such Revolving Loan is actually so made by Agent. However, until the date on which the Settlement of such Revolving Loan is required in accordance with this Section 2.3(c)(i) above, such obligation of the Revolving Loan Lender shall be satisfied by Agent making such Revolving Loan. So long as Borrowers shall have requested the Revolving Loan, Borrowers acknowledge and agree that the making of such Revolving Loans by Agent under this Section 2.3(c)(v) shall be subject in all respects to the provisions of this Agreement as if each such Revolving Loan was made in response to a notice requesting such Revolving Loan made in accordance with Section 2.2 hereof. All actions taken by Agent pursuant to the provisions of this Section 2.3(c)(v) shall be conclusive and binding on Borrowers in the absence of manifest error. Notwithstanding anything herein to the contrary, prior to the Settlement with any Revolving Loan Lender of any Revolving Loan funded by Agent under this Section 2.3(c)(v), interest payable on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of Agent and payment of principal on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of Agent.determination; and

Weekly Settlement. In order (a) If and to minimize the frequency of transfers of funds between extent the Administrative Agent so elects and provides the LendersCompany and Lenders at least five (5) Business Days' prior written notice, (i) advances and repayments of Revolving Loans (not the Term Loan) will then begin to be settled according to the procedures described in this Section 2.3(c3.6 (the date on which such settlement shall so begin being hereinafter referred to as the "LOAN MECHANIZATION DATE"). , and (iii) the Lenders' obligations hereunder with respect to unreimbursed drawings on Letters of Credit will also be settled according to such procedures by deeming (x) an unreimbursed drawing paid by the Administrative Agent to constitute an advance by the Administrative Agent of a Revolving Loan of like principal amount and (y) each payment or other collection in reimbursement of such drawing (other than from the Lenders) to be a repayment on such deemed Revolving Loan (with all references in this Section to Revolving Loans to include each such deemed Revolving Loan). This Section shall not be applicable until the Loan Mechanization Date. The Administrative Agent shall, once every seven (7) calendar days, or sooner, if so elected by the Administrative Agent in its discretion, but in each case on a Business Day Day, (each such day being a “Settlement Date”"SETTLEMENT DATE"), distribute to each Lender a statement (the “Agent’s Report”"ADMINISTRATIVE AGENT'S REPORT") disclosing as of the immediately preceding Business Day, the aggregate unpaid principal balance of Revolving Loans outstanding as of such date (including Revolving Loans made by the Administrative Agent under Section 2.3(c)(v3.6(e) hereof), repayments and prepayments of principal received from the Borrowers with respect to the Revolving Loans since the immediately preceding Administrative Agent’s 's Report, additional Revolving Loans made to the Borrowers since the date of the immediately preceding Administrative Agent’s Report's Report and each Borrower's Borrowing Base as of the most recent determination thereof. Each Administrative Agent’s 's Report shall disclose the net amount (the “Settlement Amount”"SETTLEMENT AMOUNT") due to or due from the Lenders to effect a Settlement of any Loan and the calculations thereforRevolving Loan. The Administrative Agent’s 's Report submitted to a Lender shall be prima facie evidence of the amount due to or from such Lender to effect a Settlement of any Revolving Loan. If the Administrative Agent’s 's Report discloses a net amount due from the Administrative Agent to any Lender to effect the Settlement of any a Revolving Loan, the Administrative Agent, concurrently with the delivery of the Administrative Agent’s 's Report to the Lenders, shall transfer, by wire transfer or otherwise, such amount to such Lender in funds immediately available to such Lender, in accordance with such Lender’s 's instructions. If the Administrative Agent’s 's Report discloses a net amount due to the Administrative Agent from any Lender to affect the Settlement of any Revolving Loan, then such Lender shall wire transfer such amount, in funds immediately available to the Administrative Agent, as instructed by the Administrative Agent. Such net amount due from a Lender to the Administrative Agent shall be due on the Settlement Date if such Administrative Agent’s 's Report is received before 1:00 p.m. 12:00 noon (Chicago time) and such net amount shall be due on the first Business Day following the Settlement Date if such Administrative Agent’s 's Report is received after 1:00 p.m.12:00 noon (Chicago time). Notwithstanding the foregoing, payments actually received by the Administrative Agent with respect to the following items shall be distributed by the Administrative Agent to each Lender as follows: (i) any principal payment of a LIBOR Portion that is not converted or continued will be paid to the Lenders by the Administrative Agent on the same day as received; (ii) All funds advanced as soon as possible, but in any event, within one Business Day after receipt thereof by the Administrative Agent, payments applicable to Borrowers by Agent or a interest on the Revolving Loans shall be paid to each Lender pursuant in proportion to this Section 2.3(c) shall for all purposes be treated as a Loan made by its pro rata share of such Lender and all funds received by any Lender pursuant to this Section 2.3(c) shall for all purposes be treated as a repayment of the Loans made by such Lender. (iii) In the event that any bankruptcy, reorganization, liquidation, receivership, or similar cases or proceedings in which Borrowers are a debtor prevent Agent or any Lender from making any Loan to effect a Settlement contemplated hereby, Agent or such Lender, as the case may be, will make such dispositions and arrangements with the other Lenders with respect to such Revolving Loans, either by way of purchase of participations, distribution, pro tanto assignment of claims, subrogation, or otherwise, as shall result in each Lender’s share of the outstanding Loans being equal subject to its Aggregate Commitment Percentage of all outstanding Loans. (iv) Payments to effect a Settlement shall be made without set off, counterclaim or reduction of any kind. The failure or refusal of adjustments for any Lender to make available to Agent at the aforesaid time and place the amount of the Settlement Amount due from such Lender (i) shall not relieve any other Lender from its several obligation hereunder to make available to Agent the amount of such other Lender’s Settlement Amount and (ii) shall not impose upon such other Lender any liability with respect to such failure or refusal or otherwise increase the Commitment of such other Lender. (v) Notwithstanding the notice requirements set forth in Section 2.2 above, but otherwise in accordance with the terms of this Agreement, Agent may, in its sole discretion without conferring with the Revolving Loan Lenders but on their behalf, make Revolving Loans in an amount requested by Borrowers. Any such Revolving Loans so funded by Agent shall be deemed Revolving Loans made by the Administrative Agent under its Revolving Credit Commitment, except for purposes of Section 2.5 hereof. Each Revolving Loan Lender’s obligation to fund its portion of any such Revolving Loan made by 1.6 hereof so that the Administrative Agent will commence alone shall receive interest on the date such Revolving Loan is actually Loans so made by Agent. However, until the date Settlement with such Lender on which the Settlement of such Revolving Loan is required in accordance with this Section 2.3(c)(i) above, such obligation of the Revolving Loan Lender shall be satisfied by Agent making such Revolving Loan. So long as Borrowers shall have requested the Revolving Loan, Borrowers acknowledge and agree that the making of such Revolving Loans and each Lender shall only receive interest on the amount of funds actually advanced by such Lender. Each Lender's share of interest accruing each day on the Revolving Loans shall be based on such Lender's Daily Loan Balance. For purposes hereof, the term "DAILY LOAN BALANCE" shall mean as of any day for any Lender, an amount calculated as of the end of that day by subtracting (a) the cumulative principal amount paid by the Administrative Agent to such Lender on account of Revolving Loans from the date of the initial extension of credit under this Section 2.3(c)(vAgreement (the "CLOSING DATE") shall be subject in all respects through and including the date as of which the Daily Loan Balance is being determined from (b) the cumulative principal amount advanced by such Lender to the provisions of this Agreement as if each such Revolving Loan was made in response to a notice requesting such Revolving Loan made in accordance with Section 2.2 hereof. All actions taken by Administrative Agent pursuant to the provisions of this Section 2.3(c)(v) shall be conclusive and binding on Borrowers in the absence of manifest error. Notwithstanding anything herein to the contrary, prior to the Settlement with any Revolving Loan Lender of any Revolving Loan funded by Agent under this Section 2.3(c)(v), interest payable on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account benefit of Agent a Borrower to fund Revolving Loans made on and payment after the Closing Date through and including such date of principal on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of Agent.determination; and

Weekly Settlement. In (a) Subject to the Administrative Agent’s right to require receipt of each Lender’s portion of each Revolving Loan, prior to the disbursement thereof to Borrowers, in order to minimize the frequency of transfers of funds between the Administrative Agent and the Lenderseach Lender, advances and repayments of Revolving Loans will be settled according to the procedures described in this Section 2.3(c). (i) 3.2. The Administrative Agent shall, once every seven (7) calendar 7 days, or sooner, if so elected by the Administrative Agent in its discretion, but in each case on a Business Day (each such day being a “Settlement Date”), distribute to each Lender a statement (the “Administrative Agent’s Report”) disclosing as of the immediately preceding Business Day, the aggregate unpaid principal balance of Revolving Loans outstanding as of such date (including Revolving Loans made by the Administrative Agent under Section 2.3(c)(v3.2(e) hereof), repayments and prepayments of principal received from the Borrowers with respect to the Revolving Loans since the immediately preceding Administrative Agent’s Report, additional Revolving Loans made to the Borrowers since the date of the immediately preceding Administrative Agent’s ReportReport and the Borrowing Base as of the most recent determination thereof. Each Administrative Agent’s Report shall disclose the net amount (the “Settlement Amount”) due to or due from the Lenders to effect a Settlement settlement of any Revolving Loan and the calculations therefor. The Administrative Agent’s Report submitted to a Lender shall be prima facie evidence of the amount due to or from such Lender to effect a Settlement settlement of any Revolving Loan. If the Administrative Agent’s Report discloses a net amount due from the Administrative Agent to any Lender to effect the Settlement settlement of any Revolving Loan, the Administrative Agent, concurrently with the delivery of the Administrative Agent’s Report to the Lenders, shall transfer, by wire transfer or otherwise, such amount to such Lender in funds immediately available to such Lender, in accordance with such Lender’s instructions. If the Administrative Agent’s Report discloses a net amount due to the Administrative Agent from any Lender to affect the Settlement settlement of any Revolving Loan, then such Lender shall wire transfer such amount, in funds immediately available to Agent, the Administrative Agent as instructed by the Administrative Agent. Such net amount due from a Lender to the Administrative Agent shall be due on the Settlement Date if such Administrative Agent’s Report is received before 1:00 p.m. 12:00 noon (Chicago time) and such net amount shall be due on the first Business Day following the Settlement Date if such Administrative Agent’s Report is received after 1:00 p.m.12:00 noon (Chicago time). Notwithstanding the foregoing, payments actually received by the Administrative Agent with respect to the following items shall be distributed by the Administrative Agent to each Lender as follows: (i) as soon as possible, but in any event, within 1 Business Day after receipt thereof by the Administrative Agent, payments applicable to interest on the Loans shall be paid to each Lender in proportion to its pro rata share of such Loans, subject to any adjustments for any Revolving Loans made by the Administrative Agent under Section 3.2(e) hereof so that the Administrative Agent alone shall receive interest on the Revolving Loans so made until settlement with such Lender on such Revolving Loans and each Lender shall only receive interest on the amount of funds actually advanced by such Lender. Each Lender’s share of interest accruing each day on the Revolving Loans shall be based on such Lender’s daily funded loan balance; and (ii) as soon as possible, but in any event, within 1 Business Day after receipt thereof by the Administrative Agent payments applicable to the fees set forth in Section 2.1 hereof and expenses payable under this Agreement, shall in each case be paid to each Lender as set forth in the applicable Section hereof. (b) All funds advanced to the Borrowers by the Administrative Agent or a Lender pursuant to this Section 2.3(c) 3.2 shall for all purposes be treated as a Revolving Loan made by such Lender against the Revolving Note of such Lender and all funds received by any Lender pursuant to this Section 2.3(c) 3.2 shall for all purposes be treated as a repayment of the amounts owed with respect to Revolving Loans made by such Lender against the Revolving Note of such Lender. (iiic) In the event that any bankruptcy, reorganization, liquidation, receivership, receivership or similar cases or proceedings in which Borrowers are any Borrower is a debtor prevent prevents the Administrative Agent or any Lender from making any Revolving Loan to effect a Settlement settlement contemplated hereby, the Administrative Agent or such Lender, as the case may be, will make such dispositions and arrangements with the other Lenders with respect to such Revolving Loans, either by way of purchase of participations, distribution, pro tanto assignment of claims, subrogation, subrogation or otherwise, as shall result in each Lender’s share of the applicable outstanding Revolving Loans being equal to its Aggregate Commitment Revolver Percentage of all outstanding such Revolving Loans. (ivd) Payments to effect a Settlement settlement shall be made without set set-off, counterclaim or reduction of any kind. The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place the amount of the Settlement Amount due from such Lender (i) shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender’s Settlement Amount and (ii) shall not impose upon such other Lender any liability with respect to such failure or refusal or otherwise increase the relevant Revolving Credit Commitment of such other Lender. (ve) Notwithstanding the notice requirements set forth in Section 2.2 1.6 above, but otherwise in accordance with the terms of this Agreement, Administrative Agent may, in its sole discretion without conferring with the Revolving Loan Lenders but on their behalf, make Revolving Loans in an amount requested by BorrowersBorrower Representative, each of which shall constitute Base Rate Loans. Any such Revolving Loans so funded by the Administrative Agent shall be deemed Revolving Loans made by the Administrative Agent under its applicable Revolving Credit Commitment, except for purposes of Section 2.5 2.1(a) hereof. Each Revolving Loan Lender’s obligation to fund its portion of any such Revolving Loan made by the Administrative Agent will commence on the date such Revolving Loan is actually so made by the Administrative Agent. However, until the date on which the Settlement settlement of such Revolving Loan is required in accordance with this Section 2.3(c)(i) 3.2 above, such obligation of the Revolving Loan such Lender shall be satisfied by the Administrative Agent making such Revolving Loan. So long as Borrowers shall have requested the Revolving Loan, Borrowers acknowledge Each Borrower acknowledges and agree agrees that the making of such Revolving Loans by the Administrative Agent under this Section 2.3(c)(v3.2(e) shall shall, in each case, be subject in all respects to the provisions of this Agreement as if each such Revolving Loan was were made in response to a notice requesting such Revolving Loan made in accordance with Section 2.2 1.6 hereof, including, without limitation, the limitations set forth in Section 1.1 hereof and the requirements of Section 7.1 hereof (except that the parties hereto acknowledge and agree that the Administrative Agent may, in its sole discretion, without conferring with the Lenders, but on their behalf, elect to make Revolving Loans under this Section 3.2(e) notwithstanding the failure of the Borrowers to satisfy one or more of the conditions set forth in Section 7.1 until the Revolving Credit Commitments are suspended or terminated in accordance with Section 9.2 or 9.3 hereof, provided that the Administrative Agent shall not knowingly make an advance hereunder if after giving effect thereto the sum of the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding and the L/C Obligations then outstanding plus any reserves taken pursuant to Section 1.1 hereof, would exceed any applicable borrowing limits set forth herein plus any then Permitted Overadvances). All actions taken by the Administrative Agent pursuant to the provisions of this Section 2.3(c)(v3.2(e) shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. Notwithstanding anything herein to the contrary, prior to the Settlement settlement with any Revolving Loan Lender of any Revolving Loan funded by the Administrative Agent under this Section 2.3(c)(v)Section, interest payable on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of the Administrative Agent and payment of principal on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of the Administrative Agent.

Weekly Settlement. In order to (a) To minimize the frequency of transfers of funds between the Agent and the Lenderseach Lender, advances and repayments of Loans will be settled according to the procedures described in this Section 2.3(c). (i) 8.6. The Agent shall, once every seven (7) calendar days, or, so long as a Default or Event of Default exists, sooner, if so elected by the Agent in its discretion, discretion but in each case on a Business Day (each such day being a “Settlement Date”), distribute to each Lender a statement (the “Agent’s Report”) disclosing as of the immediately preceding Business Day, the aggregate unpaid principal balance of Floor Plan Loans and Revolving Loans outstanding as of such date (including Revolving Loans made by Agent under Section 2.3(c)(v) hereof)date, repayments and prepayments of principal received from Borrowers the Company with respect to the Loans since the immediately preceding Agent’s Report, and additional Loans made to Borrowers the Company since the date of the immediately preceding Agent’s Report. Each Agent’s Report shall disclose the net amount (the “Settlement Amount”) due to or due from the Lenders to effect a Settlement of any Loan and the calculations thereforLoan. The Agent’s Report submitted to a Lender shall be be, absent manifest error, prima facie evidence of the amount due to or from such Lender to effect a Settlement of any Loan. If the Agent’s Report discloses a net amount due from the Agent to any Lender to effect the Settlement of any a Loan, the Agent, concurrently with the delivery of the Agent’s Report to the Lenders, shall transfer, by wire transfer or otherwise, such amount to such Lender in funds immediately available to such Lender, in accordance with such LenderLxxxxx’s instructions. If the Agent’s Report discloses a net amount due to the Agent from any Lender to affect effect the Settlement of any Loan, then such Lender shall wire transfer such amount, in funds immediately available to the Agent, as instructed by the Agent. Such net amount due from a Lender to the Agent shall be due by 2:00 p.m. (New York, New York time) on the Settlement Date if such Agent’s Report is received before 1:00 p.m. 11:00 a.m. (New York, New York time) and such net amount shall be due by 2:00 p.m. (New York, New York time) on the first Business Day following the Settlement Date if such Agent’s Report is received after 1:00 p.m.11:00 a.m. (New York, New York time). Notwithstanding the foregoing, payments actually received by the Agent (which shall be credited on the day received if received before 11:00 a.m. (New York, New York time)) with respect to the following items shall be distributed by the Agent to each Lender as follows: (iii) All as soon as possible, but in any event within one Business Day after receipt thereof by the Agent, payments applicable to interest on the Loans shall be paid to each Lender in proportion to its pro rata share of the Loans (based on the outstanding principal amount of funds actually advanced to Borrowers by Agent or a Lender pursuant to this Section 2.3(c) shall for all purposes be treated as a Loan made by such Lender and all funds received by any Lender pursuant to this Section 2.3(c) shall for all purposes be treated as a repayment of the Loans made by such Lender. (iii) In the event that any bankruptcy, reorganization, liquidation, receivership, or similar cases or proceedings in which Borrowers are a debtor prevent Agent or any Lender from making any Loan to effect a Settlement contemplated hereby, Agent or such Lender, as the case may be, will make such dispositions and arrangements with the other Lenders with respect to such Loans, either by way of purchase of participations, distribution, pro tanto assignment of claims, subrogation, or otherwise, as shall result in each ). Each Lender’s share of interest accruing each day on the outstanding Loans being equal to its Aggregate Commitment Percentage of all outstanding Loans. (iv) Payments to effect a Settlement shall be made without set offbased on such Lender’s Daily Loan Balance. For purposes hereof, counterclaim or reduction the term “Daily Loan Balance” shall mean as of any kind. The failure or refusal day for any Lender, an amount calculated as of any the end of that day by subtracting (a) the cumulative principal amount paid by the Agent to such Lender on account of Loans from the Restatement Date through and including the date as of which the Daily Loan Balance is being determined from (b) the cumulative principal amount advanced by such Lender to make available to the Agent at for the aforesaid time and place the amount benefit of the Settlement Amount due from such Lender (i) shall not relieve any other Lender from its several obligation hereunder Company to make available to Agent the amount of such other Lender’s Settlement Amount and (ii) shall not impose upon such other Lender any liability with respect to such failure or refusal or otherwise increase the Commitment of such other Lender. (v) Notwithstanding the notice requirements set forth in Section 2.2 above, but otherwise in accordance with the terms of this Agreement, Agent may, in its sole discretion without conferring with the Revolving Loan Lenders but on their behalf, make Revolving Loans in an amount requested by Borrowers. Any such Revolving Loans so funded by Agent shall be deemed Revolving fund Loans made by Agent under its Revolving Credit Commitment, except for purposes on and after the Restatement Date through and including such date of Section 2.5 hereof. Each Revolving Loan Lender’s obligation to fund its portion of any such Revolving Loan made by Agent will commence on the date such Revolving Loan is actually so made by Agent. However, until the date on which the Settlement of such Revolving Loan is required in accordance with this Section 2.3(c)(i) above, such obligation of the Revolving Loan Lender shall be satisfied by Agent making such Revolving Loan. So long as Borrowers shall have requested the Revolving Loan, Borrowers acknowledge and agree that the making of such Revolving Loans by Agent under this Section 2.3(c)(v) shall be subject in all respects to the provisions of this Agreement as if each such Revolving Loan was made in response to a notice requesting such Revolving Loan made in accordance with Section 2.2 hereof. All actions taken by Agent pursuant to the provisions of this Section 2.3(c)(v) shall be conclusive and binding on Borrowers in the absence of manifest error. Notwithstanding anything herein to the contrary, prior to the Settlement with any Revolving Loan Lender of any Revolving Loan funded by Agent under this Section 2.3(c)(v), interest payable on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of Agent and payment of principal on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of Agent.determination; and

Weekly Settlement. In order to minimize the frequency of transfers of funds between Agent and the Lenders, advances and repayments of Loans will be settled according to the procedures described in this Section 2.3(c). (i) Agent shall, once every seven (7) calendar days, or sooner, if so elected by Agent in its discretion, but in each case on a Business Day (each such day being a “Settlement Date”), distribute to each Lender a statement (the “Agent’s Report”) disclosing as of the immediately preceding Business Day, the aggregate unpaid principal balance of Loans outstanding as of such date (including Revolving Loans made by Agent under Section 2.3(c)(v) hereof), repayments and prepayments of principal received from Borrowers with respect to the Loans since the immediately preceding Agent’s Report, additional Loans made to Borrowers since the date of the immediately preceding Agent’s Report. Each Agent’s Report shall disclose the net amount (the “Settlement Amount”) due to or due from the Lenders to effect a Settlement of any Loan and the calculations therefor. Agent’s Report submitted to a Lender shall be prima facie evidence of the amount due to or from such Lender to effect a Settlement of any Loan. If Agent’s Report discloses a net amount due from Agent to any Lender to effect the Settlement of any Loan, Agent, concurrently with the delivery of Agent’s Report to the Lenders, shall transfer, by wire transfer or otherwise, such amount to such Lender in funds immediately available to such Lender, in accordance with such LenderXxxxxx’s instructions. If Agent’s Report discloses a net amount due to Agent from any Lender to affect the Settlement of any Loan, then such Lender shall wire transfer such amount, in funds immediately available to Agent, as instructed by Agent. Such net amount due from a Lender to Agent shall be due on the Settlement Date if such Agent’s Report is received before 1:00 p.m. and such net amount shall be due on the first Business Day following the Settlement Date if such Agent’s Report is received after 1:00 p.m. (ii) All funds advanced to Borrowers by Agent or a Lender pursuant to this Section 2.3(c) shall for all purposes be treated as a Loan made by such Lender and all funds received by any Lender pursuant to this Section 2.3(c) shall for all purposes be treated as a repayment of the Loans made by such Lender. (iii) In the event that any bankruptcy, reorganization, liquidation, receivership, or similar cases or proceedings in which Borrowers are a debtor prevent Agent or any Lender from making any Loan to effect a Settlement contemplated hereby, Agent or such Lender, as the case may be, will make such dispositions and arrangements with the other Lenders with respect to such Loans, either by way of purchase of participations, distribution, pro tanto assignment of claims, subrogation, or otherwise, as shall result in each Lender’s share of the outstanding Loans being equal to its Aggregate Commitment Percentage of all outstanding Loans. (iv) Payments to effect a Settlement shall be made without set off, counterclaim or reduction of any kind. The failure or refusal of any Lender to make available to Agent at the aforesaid time and place the amount of the Settlement Amount due from such Lender (i) shall not relieve any other Lender from its several obligation hereunder to make available to Agent the amount of such other Lender’s Settlement Amount and (ii) shall not impose upon such other Lender any liability with respect to such failure or refusal or otherwise increase the Commitment of such other Lender. (v) Notwithstanding the notice requirements set forth in Section 2.2 above, but otherwise in accordance with the terms of this Agreement, Agent may, in its sole discretion without conferring with the Revolving Loan Lenders but on their behalf, make Revolving Loans in an amount requested by Borrowers. Any such Revolving Loans so funded by Agent shall be deemed Revolving Loans made by Agent under its Revolving Credit Commitment, except for purposes of Section 2.5 hereof. Each Revolving Loan Lender’s obligation to fund its portion of any such Revolving Loan made by Agent will commence on the date such Revolving Loan is actually so made by Agent. However, until the date on which the Settlement of such Revolving Loan is required in accordance with this Section 2.3(c)(i) above, such obligation of the Revolving Loan Lender shall be satisfied by Agent making such Revolving Loan. So long as Borrowers shall have requested the Revolving Loan, Borrowers acknowledge and agree that the making of such Revolving Loans by Agent under this Section 2.3(c)(v) shall be subject in all respects to the provisions of this Agreement as if each such Revolving Loan was made in response to a notice requesting such Revolving Loan made in accordance with Section 2.2 hereof. All actions taken by Agent pursuant to the provisions of this Section 2.3(c)(v) shall be conclusive and binding on Borrowers in the absence of manifest error. Notwithstanding anything herein to the contrary, prior to the Settlement with any Revolving Loan Lender of any Revolving Loan funded by Agent under this Section 2.3(c)(v), interest payable on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of Agent and payment of principal on such Revolving Loan otherwise allocable to such Revolving Loan Lender shall be for the sole account of Agent.