Common use of Application of Collateral Clause in Contracts

Application of Collateral. (a) Upon the exercise of remedies by the Agent in accordance with this Article XI and pursuant to the procedures among the Lenders set forth in Section 11.6(b), the Agent, after giving written notice to the Borrowers and to all Lenders, all Issuing Banks and the Swing Line Bank of the action(s) to be taken, may at any time or times thereafter (i) receive directly, for the benefit of the Secured Parties and for application to the then outstanding Obligations as provided hereafter in this Section 11.6(a), all payments and proceeds related to the Collateral and/or (ii) in accordance with the Security Documents sell, assign and deliver all of the Collateral or any part thereof, or any substitution therefor or any additions thereto as provided hereafter. Any such sale or assignment may be at any broker’s board or at any public or private sale, at the option of the Agent or of any officer or representative acting on behalf of the Agent, without advertisement or any notice to the Borrowers or any other Person except those required by applicable law (the Borrowers hereby agreeing that ten (10) days’ notice constitutes “reasonable notice”); and each Lender (including the Agent), its officers and assigns, may bid and become purchasers at any such sale, if public, or at any broker’s board if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations. Sales hereunder may be at such time or times, place or places, for cash or credit, and upon such terms and conditions as the Agent may determine in its sole discretion. Upon the completion of any sale, the Agent shall execute all instruments of transfer necessary to vest in the purchaser(s) title to the property sold, and shall deliver to such purchaser(s) any of the property so sold which may be in the possession of the Agent. In the case of any sale or other liquidation of Collateral (other than amounts already in the Cash Collateral Account, which amount shall be applied as set forth in Section 6.8), the purchase money proceeds and avails and all other proceeds which then may be held or recovered by the Agent or the Floor Plan Agent for the benefit of the Secured Parties, shall be applied in the following order: (i) First, to pay all incurred and unpaid fees, costs and expenses of the Agent, the Swing Line Bank and/or the Floor Plan Agent under the Loan Documents and any protective advances made by the Agent or the Floor Plan Agent with respect to the Collateral under or pursuant to the terms of any Loan Document; (ii) Second, to the payment of interest and then principal due to Swing Line Bank in connection with any outstanding Swing Line Overdraft Loans; (iii) Third, to the payment of interest and then principal due to Swing Line Bank in connection with any outstanding Swing Line Loans held by the Swing Line Bank; (iv) Fourth, to the payment ratably of the amounts due to the Lenders for interest and then principal on all Floor Plan Loans then outstanding that were funded from the Reserve Commitment without preference or priority of such Indebtedness owing to one Lender over another; (v) Fifth, to the payment ratably of the amounts due to the Lenders for interest and fees and then principal on all Floor Plan Loans not previously paid, without preference or priority of such Indebtedness owing to one Lender over another; (vi) Sixth, to the payment ratably on actual amounts outstanding of (i) the amounts due to the Lenders for interest and then principal on all Acquisition Loans (which include all unreimbursed drawings under all Letter of Credit Obligations) first to Acquisition Loan Lenders that have Acquisition Loan Commitments in an Alternative Currency until such time as the amount owing to each of the Acquisition Loan Lenders under the Acquisition Loan is equal to its Pro Rata Share of Acquisition Loan Commitments and (ii) a Cash Collateral Account equal to the aggregate undrawn amount of all outstanding Letters of Credit, which account shall be subject to the provisions of Section 6.8(a); (vii) Seventh, to the payment ratably of the amounts due, without preference or priority of such Indebtedness, for all Obligations arising under Lender Hedging Agreements and Bank Products; (viii) Eighth, to the payment ratably of all other amounts due with respect to any other Obligations not otherwise described above; and (ix) Ninth, to the payment of the surplus, if any, to the Borrowers, their successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (b) Notwithstanding anything to the contrary contained herein or in the Security Documents, all Lenders making Floor Plan Loans and all Lenders making Acquisition Loans acknowledge that any proceeds resulting from the sale or other realization of any Collateral (other than amounts already in the Cash Collateral Account) shall be applied in the order described in Section 11.6(a), above, such that all Swing Line Overdraft Loans shall be paid before Floor Plan Loans, all Floor Plan Loans shall be paid before Acquisition Loans, and all Acquisition Loans will be paid before any liabilities under any Lender Hedging Agreement or Bank Product. Such application will be made by the Agent or the Floor Plan Agent based on either of their calculations of all of such Indebtedness and the various classifications of any Loans made hereunder, which calculations shall be conclusive, absent manifest error. The intent of such classification shall be to create a priority of payments in the order stated notwithstanding that all of said Indebtedness is secured as a group by the Security Documents and the Collateral described therein. (c) The Agent is not required to act with respect to the Collateral except in accordance with the written procedures as established by the Required Lenders; however, if the Required Lenders fail to agree upon and establish such procedures, and the exigency of the circumstances requires, the Agent, in its sole discretion and in good faith, may (but is not required to) take whatever action it deems necessary to protect and enforce the Collateral or the rights of the Secured Parties under the Loan Documents. (d) No Lender or the Swing Line Bank may enforce, or demand enforcement of, any rights or Liens with respect to the Collateral except upon the terms and conditions elsewhere stated in this Agreement.

Application of Collateral. (ai) Upon the exercise of remedies by the Administrative Agent in accordance with this Article XI Section 8.02 and pursuant to the procedures among the Lenders set forth in Section 11.6(b8.02(e)(ii), the Administrative Agent, after giving written notice to the Borrowers and to all Lenders, all Issuing Banks and the Swing Line Bank Lenders of the action(s) to be taken, may at any time or times thereafter (i) receive directly, for the benefit of the Secured Parties and the Administrative Agent and for application to the then outstanding Obligations as provided hereafter in this Section 11.6(a8.02(e)(ii), all payments and proceeds related to the Collateral and/or (ii) in accordance with the Security Collateral Documents sell, assign and deliver all of the Collateral or any part thereof, or any substitution therefor or any additions thereto as provided hereafter. Any such sale or assignment may be at any broker’s board or at any public or private sale, at the option of the Administrative Agent or of any officer or representative acting on behalf of the Administrative Agent, without advertisement or any notice to the Borrowers Loan Party or any other Person except those required by applicable law (the Borrowers Loan Parties hereby agreeing that ten (10) days’ notice constitutes “reasonable notice”); and each Lender (including the Administrative Agent), its officers and assigns, may bid and become purchasers at any such sale, if public, or at any broker’s board if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations. Sales hereunder may be at such time or times, place or places, for cash or credit, and upon such terms and conditions as the Administrative Agent may determine in its sole discretion. Upon the completion of any sale, the Administrative Agent shall execute all instruments of transfer necessary to vest in the purchaser(s) title to the property sold, and shall deliver to such purchaser(s) any of the property so sold which may be in the possession of the Administrative Agent. In . (ii) in the case of any sale or other liquidation of Collateral (other than amounts already in the Cash Collateral AccountCollateralized, which amount shall be applied as set forth in Section 6.82.18), the purchase money proceeds and avails and all other proceeds which then may be held or recovered by the Agent or the Floor Plan Administrative Agent for the benefit of the Secured Parties, shall be applied in the following order: (iA) First, to pay all incurred and unpaid fees, the payment of the reasonable costs and expenses of such sale and of the Agentcollection or enforcement of such Collateral, the Swing Line Bank and/or the Floor Plan Agent under the Loan Documents and any protective of all reasonable expenses (including attorneys’ fees) and liabilities incurred and advances made by the Agent or the Floor Plan Agent with respect to the Collateral under or pursuant to the terms of any Loan DocumentLenders in connection therewith; (iiB) Second, to the payment of interest and then principal due to Swing Line Bank the Obligations as set forth in connection with any outstanding Swing Line Overdraft LoansSection 8.03; (iiiC) Third, to the payment of interest and then principal due to Swing Line Bank in connection with any outstanding Swing Line Loans held by the Swing Line Bank; (iv) Fourth, to the payment ratably of the amounts due to the Lenders for interest and then principal on all Floor Plan Loans then outstanding that were funded from the Reserve Commitment without preference or priority of such Indebtedness owing to one Lender over another; (v) Fifth, to the payment ratably of the amounts due to the Lenders for interest and fees and then principal on all Floor Plan Loans not previously paid, without preference or priority of such Indebtedness owing to one Lender over another; (vi) Sixth, to the payment ratably on actual amounts outstanding of (i) the amounts due to the Lenders for interest and then principal on all Acquisition Loans (which include all unreimbursed drawings under all Letter of Credit Obligations) first to Acquisition Loan Lenders that have Acquisition Loan Commitments in an Alternative Currency until such time as the amount owing to each of the Acquisition Loan Lenders under the Acquisition Loan is equal to its Pro Rata Share of Acquisition Loan Commitments and (ii) a Cash Collateral Account equal to the aggregate undrawn amount of all outstanding Letters of Credit, which account shall be subject to the provisions of Section 6.8(a); (vii) Seventh, to the payment ratably of the amounts due, without preference or priority of such Indebtedness, for all Obligations arising under Lender Hedging Agreements and Bank Products; (viii) Eighth, to the payment ratably of all other amounts due with respect to any other Obligations not otherwise described above; and (ix) Ninth, to the payment of the surplus, if any, to the Borrowers, their successors or assigns, or to whomsoever whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (biii) Notwithstanding anything to the contrary contained herein or in the Security Documents, all Lenders making Floor Plan Loans and all Lenders making Acquisition Loans acknowledge that any The application of proceeds resulting from the sale or other realization of any Collateral (other than amounts already in the Cash Collateral Accountunder this Section 8.02(e) shall be applied in the order described in Section 11.6(a), above, such that all Swing Line Overdraft Loans shall be paid before Floor Plan Loans, all Floor Plan Loans shall be paid before Acquisition Loans, and all Acquisition Loans will be paid before any liabilities under any Lender Hedging Agreement or Bank Product. Such application will be made by the Agent or the Floor Plan Administrative Agent based on either of their its calculations of all of such Indebtedness Debt and the various classifications of any Loans made hereunder, which calculations shall be conclusive, absent manifest error. The intent of such classification shall be to create a priority of payments in the order stated notwithstanding that all of said Indebtedness is secured as a group by the Security Documents and the Collateral described therein. (civ) The Administrative Agent is not required to act with respect to the Collateral except in accordance with the written procedures as established by the Required Lenders; however, if the Required Lenders fail to agree upon and establish such procedures, and the exigency of the circumstances requires, the Administrative Agent, in its sole discretion and in good faith, may (but is not required to) take whatever action it deems necessary to protect and enforce the Collateral or the rights of the Secured Parties Lenders under the Loan Documents. (d) No Lender or the Swing Line Bank may enforce, or demand enforcement of, any rights or Liens with respect to the Collateral except upon the terms and conditions elsewhere stated in this Agreement.

Application of Collateral. (a) Upon the exercise of remedies by the Agent in accordance with this Article XI and pursuant to the procedures among the Lenders set forth in Section 11.6(b), the Agent, after giving written notice to the Borrowers and to all Lenders, all Issuing Banks Lenders and the Swing Line Bank of the action(s) to be taken, may at any time or times thereafter (i) receive directly, for the benefit of the Secured Parties and for application to the then outstanding Obligations as provided hereafter in this Section 11.6(a), all payments and proceeds related to the Collateral and/or (ii) in accordance with the Security Documents sell, assign and deliver all of the Collateral or any part thereof, or any substitution therefor or any additions thereto as provided hereafter. Any such sale or assignment may be at any broker’s board or at any public or private sale, at the option of the Agent or of any officer or representative acting on behalf of the Agent, without advertisement or any notice to the Borrowers or any other Person except those required by applicable law (the Borrowers hereby agreeing that ten (10) days’ notice constitutes “reasonable notice”); and each Lender (including the Agent), its officers and assigns, may bid and become purchasers at any such sale, if public, or at any broker’s board if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations. Sales hereunder may be at such time or times, place or places, for cash or credit, and upon such terms and conditions as the Agent may determine in its sole discretion. Upon the completion of any sale, the Agent shall execute all instruments of transfer necessary to vest in the purchaser(s) title to the property sold, and shall deliver to such purchaser(s) any of the property so sold which may be in the possession of the Agent. In the case of any sale or other liquidation of Collateral (other than amounts already in the Cash Collateral Account, which amount shall be applied as set forth in Section 6.8), the purchase money proceeds and avails and all other proceeds which then may be held or recovered by the Agent or the Floor Plan Agent for the benefit of the Secured Parties, shall be applied in the following order: (i) First, to pay all incurred and unpaid fees, the payment of the reasonable costs and expenses of such sale and of the Agentcollection or enforcement of such Collateral, the Swing Line Bank and/or the Floor Plan Agent under the Loan Documents and any protective of all reasonable expenses (including attorneys’ fees) and liabilities incurred and advances made by the Agent or the Floor Plan Agent with respect to the Collateral under or pursuant to the terms of any Loan DocumentLenders in connection therewith; (ii) Second, to the payment of interest and then principal any amounts due to Swing Line Bank in connection with any outstanding the form of Swing Line Overdraft Loans; (iii) Third, to the payment of interest and then principal any amounts due to Swing Line Bank in connection with any outstanding the form of Swing Line Loans held by the Swing Line BankLoans; (iv) Fourth, to the payment ratably of the amounts due to the Lenders for interest and then principal on all Floor Plan Loans (other than Swing Line Loans) and Swing Line Overdraft Loans then outstanding that were funded from the Reserve Commitment without preference or priority of such Indebtedness owing to one Lender over another; (v) Fifth, to the payment ratably of the amounts due to the Lenders for interest and fees and then principal on all Floor Plan Loans not previously paidpaid pursuant to (iii) or (iv) immediately above, without preference or priority of such Indebtedness owing to one Lender over another; (vi) Sixth, to the payment ratably on actual amounts outstanding of (i) the amounts due to the Lenders for interest and then principal on all Acquisition Loans (which include all unreimbursed drawings under all Letter of Credit Obligations) first to Acquisition Loan Lenders that have Acquisition Loan Commitments in an Alternative Currency until such time as the amount owing to each of the Acquisition Loan Lenders under the Acquisition Loan is equal to its Pro Rata Share of Acquisition Loan Commitments and (ii) a Cash Collateral Account equal to the aggregate undrawn amount of all outstanding Letters of Credit, which account shall be subject to the provisions of Section 6.8(a); (vii) Seventh, to the payment ratably of the amounts due, without preference or priority of such Indebtedness, for all Obligations arising under Lender Hedging Agreements and Bank Products;; and (viii) Eighth, to the payment ratably of all other amounts due with respect to any other Obligations not otherwise described above; and (ix) Ninth, to the payment of the surplus, if any, to the Borrowers, their successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (b) Notwithstanding anything to the contrary contained herein or in the Security Documents, all Lenders making Floor Plan Loans and all Lenders making Acquisition Loans acknowledge that any proceeds resulting from the sale or other realization of any Collateral (other than amounts already in the Cash Collateral Account) shall be applied in the order described in Section 11.6(a), above, such that all Swing Line Overdraft Loans shall be paid before Floor Plan Loans, all Floor Plan Loans shall be paid before Acquisition Loans, and all Acquisition Loans will be paid before any liabilities under any Lender Hedging Agreement or Bank Product. Such application will be made by the Agent or the Floor Plan Agent based on either of their calculations of all of such Indebtedness and the various classifications of any Loans made hereunder, which calculations shall be conclusive, absent manifest error. The intent of such classification shall be to create a priority of payments in the order stated notwithstanding that all of said Indebtedness is secured as a group by the Security Documents and the Collateral described therein. (c) The Agent is not required to act with respect to the Collateral except in accordance with the written procedures as established by the Required Lenders; however, if the Required Lenders fail to agree upon and establish such procedures, and the exigency of the circumstances requires, the Agent, in its sole discretion and in good faith, may (but is not required to) take whatever action it deems necessary to protect and enforce the Collateral or the rights of the Secured Parties under the Loan Documents. (d) No Lender or the Swing Line Bank may enforce, or demand enforcement of, any rights or Liens with respect to the Collateral except upon the terms and conditions elsewhere stated in this Agreement.

Application of Collateral. (a) Upon the exercise of remedies by the Agent in accordance with this Article ARTICLE XI and pursuant to the procedures among the Lenders set forth in Section 11.6(b), the Agent, after giving written notice to the Borrowers and to all Lenders, all Issuing Banks Lenders and the Swing Line Bank of the action(s) to be taken, may at any time or times thereafter (i) receive directly, for the benefit of the Secured Parties Lenders and Swing Line Bank and for application to the then outstanding Obligations as provided hereafter in this Section 11.6(a), all payments and proceeds related to the Collateral and/or (ii) in accordance with the Security Documents sell, assign and deliver all of the Collateral or any part thereof, or any substitution therefor or any additions thereto as provided hereafter. Any such sale or assignment may be at any broker’s board or at any public or private sale, at the option of the Agent or of any officer or representative acting on behalf of the Agent, without advertisement or any notice to the Borrowers or any other Person except those required by applicable law (the Borrowers hereby agreeing that ten (10) days’ notice constitutes “reasonable notice”); and each Lender (including the Agent), its officers and assigns, may bid and become purchasers at any such sale, if public, or at any broker’s board if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations. Sales hereunder may be at such time or times, place or places, for cash or credit, and upon such terms and conditions as the Agent may determine in its sole discretion. Upon the completion of any sale, the Agent shall execute all instruments of transfer necessary to vest in the purchaser(s) title to the property sold, and shall deliver to such purchaser(s) any of the property so sold which may be in the possession of the Agent. In the case of any sale or other liquidation of Collateral (other than amounts already in the Cash Collateral Account, which amount shall be applied as set forth in Section 6.8), the purchase money proceeds and avails and all other proceeds which then may be held or recovered by the Agent or the Floor Plan Agent for the benefit of the Secured PartiesLenders and the Swing Line Bank, shall be applied in the following order: (i) First, to pay all incurred and unpaid fees, the payment of the reasonable costs and expenses of such sale and of the Agentcollection or enforcement of such Collateral, the Swing Line Bank and/or the Floor Plan Agent under the Loan Documents and any protective of all reasonable expenses (including attorneys’ fees) and liabilities incurred and advances made by the Agent or the Floor Plan Agent with respect to the Collateral under or pursuant to the terms of any Loan DocumentLenders in connection therewith; (ii) Second, to the payment of interest and then principal any amounts due to Swing Line Bank in connection with any outstanding the form of Swing Line Overdraft Loans; (iii) Third, to the payment of interest and then principal any amounts due to Swing Line Bank in connection with any outstanding the form of Swing Line Loans held by the Swing Line BankLoans; (iv) Fourth, to the payment ratably of the amounts due to the Lenders for interest and then principal on all Floor Plan Loans (other than Swing Line Loans) and Swing Line Overdraft Loans then outstanding that were funded from the Reserve Commitment without preference or priority of such Indebtedness owing to one Lender over another; (v) Fifth, to the payment ratably of the amounts due to the Lenders for interest and fees and then principal on all Floor Plan Loans not previously paidpaid pursuant to (iii) or (iv) immediately above, without preference or priority of such Indebtedness owing to one Lender over another; (vi) Sixth, to the payment ratably on actual amounts outstanding of (i) the amounts due to the Lenders for interest and then principal on all Acquisition Loans (which include all unreimbursed drawings under all Letter of Credit Obligations) first to Acquisition Loan Lenders that have Acquisition Loan Commitments in an Alternative Currency until such time as the amount owing to each of the Acquisition Loan Lenders under the Acquisition Loan is equal to its Pro Rata Share of Acquisition Loan Commitments and (ii) a Cash Collateral Account equal to the aggregate undrawn amount of all outstanding Letters of Credit, which account shall be subject to the provisions of Section 6.8(a); (vii) Seventh, to the payment ratably of the amounts duedue to the Lenders, without preference or priority of such IndebtednessIndebtedness owing to one Lender over another, for (y) all Obligations arising under any Hedging Agreement existing on the Closing Date with respect to or covering Loans under this Agreement in an aggregate amount for all such covered Loans not to exceed at any time $75,000,000 and (z) Obligations arising under any other Hedging Agreement covering Loans under this Agreement; provided that the Lender entering into such Hedging Agreement has delivered a written request for approval of such Hedging Agreement to the Agent and each of the Lenders and the Required Lenders approve such Hedging Agreement (and the failure of any Lender to object in writing to such request within five (5) business days of receipt of such request shall be deemed approval) but excluding for the purposes of this Section 11.6(a)(vii) all Obligations arising under any Hedging Agreements and Bank Products;which do not conform to the requirements of subclauses (y) or (z) above (such nonconforming Obligations, the “Excess Hedging Agreement Liability”); and (viii) Eighth, to the payment ratably of all other amounts due with respect to any other Obligations not otherwise described above; and (ix) Ninth, to the payment of the surplus, if any, to the Borrowers, their successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (b) Notwithstanding anything to the contrary contained herein or in the Security Documents, all Lenders making Floor Plan Loans and all Lenders making Acquisition Loans acknowledge that any proceeds resulting from the sale or other realization of any Collateral (other than amounts already in the Cash Collateral Account) shall be applied in the order described in Section 11.6(a), above, such that all Swing Line Overdraft Loans shall be paid before Floor Plan Loans, all Floor Plan Loans shall be paid before Acquisition Loans, and all Acquisition Loans will be paid before any liabilities under any Lender Hedging Agreement or Bank ProductIndebtedness conforming to the requirements of Section 12.1(a), and that all such conforming Hedging Agreement Indebtedness shall be paid before any Excess Hedging Agreement Liability. Such application will be made by the Agent or the Floor Plan Agent based on either of their calculations of all of such Indebtedness and the various classifications of any Loans made hereunder, which calculations shall be conclusive, absent manifest error. The intent of such classification shall be to create a priority of payments in the order stated notwithstanding that all of said Indebtedness is secured as a group by the Security Documents and the Collateral described therein. (c) The Agent is not required to act with respect to the Collateral except in accordance with the written procedures as established by the Required Lenders; however, if the Required Lenders fail to agree upon and establish such procedures, and the exigency of the circumstances requires, the Agent, in its sole discretion and in good faith, may (but is not required to) take whatever action it deems necessary to protect and enforce the Collateral or the rights of the Secured Parties Lenders and the Swing Line Bank under the Loan Documents. (d) No Lender or the Swing Line Bank may enforce, or demand enforcement of, any rights or Liens with respect to the Collateral except upon the terms and conditions elsewhere stated in this Agreement.

Application of Collateral. (ai) Upon the exercise of remedies by the Administrative Agent in accordance with this Article XI Section 8.02 and pursuant to the procedures among the Lenders set forth in Section 11.6(b8.02(e)(ii), the Administrative Agent, after giving written notice to the Borrowers and to all Lenders, all Issuing Banks and the Swing Line Bank Lenders of the action(s) to be taken, may at any time or times thereafter (i) receive directly, for the benefit of the Secured Parties and the Administrative Agent and for application to the then outstanding Obligations as provided hereafter in this Section 11.6(a8.02(e)(ii), all payments and proceeds related to the Collateral and/or (ii) in accordance with the Security Collateral Documents sell, assign and deliver all of the Collateral or any part thereof, or any substitution therefor or any additions thereto as provided hereafter. Any such sale or assignment may be at any broker’s board or at any public or private sale, at the option of the Administrative Agent or of any officer or representative acting on behalf of the Administrative Agent, without advertisement or any notice to the Borrowers Loan Party or any other Person except those required by applicable law (the Borrowers Loan Parties hereby agreeing that ten (10) days’ notice constitutes “reasonable notice”); and each Lender (including the Administrative Agent), its officers and assigns, may bid and become purchasers at any such sale, if public, or at any broker’s board if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations. Sales hereunder may be at such time or times, place or places, for cash or credit, and upon such terms and conditions as the Administrative Agent may determine in its sole discretion. Upon the completion of any sale, the Administrative Agent shall execute all instruments of transfer necessary to vest in the purchaser(s) title to the property ​ ​ sold, and shall deliver to such purchaser(s) any of the property so sold which may be in the possession of the Administrative Agent. In . (ii) in the case of any sale or other liquidation of Collateral (other than amounts already in the Cash Collateral AccountCollateralized, which amount shall be applied as set forth in Section 6.82.20), the purchase money proceeds and avails and all other proceeds which then may be held or recovered by the Agent or the Floor Plan Administrative Agent for the benefit of the Secured Parties, shall be applied in the following order: (iA) First, to pay all incurred and unpaid fees, the payment of the reasonable costs and expenses of such sale and of the Agentcollection or enforcement of such Collateral, the Swing Line Bank and/or the Floor Plan Agent under the Loan Documents and any protective of all reasonable expenses (including attorneys’ fees) and liabilities incurred and advances made by the Agent or the Floor Plan Agent with respect to the Collateral under or pursuant to the terms of any Loan DocumentLenders in connection therewith; (iiB) Second, to the payment of interest and then principal due to Swing Line Bank the Obligations as set forth in connection with any outstanding Swing Line Overdraft LoansSection 8.03; (iiiC) Third, to the payment of interest and then principal due to Swing Line Bank in connection with any outstanding Swing Line Loans held by the Swing Line Bank; (iv) Fourth, to the payment ratably of the amounts due to the Lenders for interest and then principal on all Floor Plan Loans then outstanding that were funded from the Reserve Commitment without preference or priority of such Indebtedness owing to one Lender over another; (v) Fifth, to the payment ratably of the amounts due to the Lenders for interest and fees and then principal on all Floor Plan Loans not previously paid, without preference or priority of such Indebtedness owing to one Lender over another; (vi) Sixth, to the payment ratably on actual amounts outstanding of (i) the amounts due to the Lenders for interest and then principal on all Acquisition Loans (which include all unreimbursed drawings under all Letter of Credit Obligations) first to Acquisition Loan Lenders that have Acquisition Loan Commitments in an Alternative Currency until such time as the amount owing to each of the Acquisition Loan Lenders under the Acquisition Loan is equal to its Pro Rata Share of Acquisition Loan Commitments and (ii) a Cash Collateral Account equal to the aggregate undrawn amount of all outstanding Letters of Credit, which account shall be subject to the provisions of Section 6.8(a); (vii) Seventh, to the payment ratably of the amounts due, without preference or priority of such Indebtedness, for all Obligations arising under Lender Hedging Agreements and Bank Products; (viii) Eighth, to the payment ratably of all other amounts due with respect to any other Obligations not otherwise described above; and (ix) Ninth, to the payment of the surplus, if any, to the Borrowers, their successors or assigns, or to whomsoever whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (biii) Notwithstanding anything to the contrary contained herein or in the Security Documents, all Lenders making Floor Plan Loans and all Lenders making Acquisition Loans acknowledge that any The application of proceeds resulting from the sale or other realization of any Collateral (other than amounts already in the Cash Collateral Accountunder this Section 8.02(e) shall be applied in the order described in Section 11.6(a), above, such that all Swing Line Overdraft Loans shall be paid before Floor Plan Loans, all Floor Plan Loans shall be paid before Acquisition Loans, and all Acquisition Loans will be paid before any liabilities under any Lender Hedging Agreement or Bank Product. Such application will be made by the Agent or the Floor Plan Administrative Agent based on either of their its calculations of all of such Indebtedness Debt and the various classifications of any Loans made hereunder, which calculations shall be conclusive, absent manifest error. The intent of such classification shall be to create a priority of payments in the order stated notwithstanding that all of said Indebtedness is secured as a group by the Security Documents and the Collateral described therein. (civ) The Administrative Agent is not required to act with respect to the Collateral except in accordance with the written procedures as established by the Required Lenders; however, if the Required Lenders fail to agree upon and establish such procedures, and the exigency of the circumstances requires, the Administrative Agent, in its sole discretion and in good faith, may (but is not required to) take whatever action it deems necessary to protect and enforce the Collateral or the rights of the Secured Parties Lenders under the Loan Documents. (d) No Lender or the Swing Line Bank may enforce, or demand enforcement of, any rights or Liens with respect to the Collateral except upon the terms and conditions elsewhere stated in this Agreement.

Application of Collateral. (a) Upon the exercise of remedies by the Agent in accordance with this Article XI and pursuant to the procedures among the Lenders set forth in Section 11.6(b), the Agent, after giving written notice to the Borrowers and to all Lenders, all Issuing Banks Lenders and the Swing Line Bank of the action(s) to be taken, may at any time or times thereafter (i) receive directly, for the benefit of the Secured Parties Lenders and Swing Line Bank and for application to the then outstanding Obligations as provided hereafter in this Section 11.6(a), all payments and proceeds related to the Collateral and/or (ii) in accordance with the Security Documents sell, assign and deliver all of the Collateral or any part thereof, or any substitution therefor or any additions thereto as provided hereafter. Any such sale or assignment may be at any broker’s board or at any public or private sale, at the option of the Agent or of any officer or representative acting on behalf of the Agent, without advertisement or any notice to the Borrowers or any other Person except those required by applicable law (the Borrowers hereby agreeing that ten (10) days’ notice constitutes “reasonable notice”); and each Lender (including the Agent), its officers and assigns, may bid and become purchasers at any such sale, if public, or at any broker’s board if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations. Sales hereunder may be at such time or times, place or places, for cash or credit, and upon such terms and conditions as the Agent may determine in its sole discretion. Upon the completion of any sale, the Agent shall execute all instruments of transfer necessary to vest in the purchaser(s) title to the property sold, and shall deliver to such purchaser(s) any of the property so sold which may be in the possession of the Agent. In the case of any sale or other liquidation of Collateral (other than amounts already in the Cash Collateral Account, which amount shall be applied as set forth in Section 6.8), the purchase money proceeds and avails and all other proceeds which then may be held or recovered by the Agent or the Floor Plan Agent for the benefit of the Secured PartiesLenders and the Swing Line Bank, shall be applied in the following order: (i) First, to pay all incurred and unpaid fees, the payment of the reasonable costs and expenses of such sale and of the Agentcollection or enforcement of such Collateral, the Swing Line Bank and/or the Floor Plan Agent under the Loan Documents and any protective of all reasonable expenses (including attorneys’ fees) and liabilities incurred and advances made by the Agent or the Floor Plan Agent with respect to the Collateral under or pursuant to the terms of any Loan DocumentLenders in connection therewith; (ii) Second, to the payment of interest and then principal any amounts due to Swing Line Bank in connection with any outstanding the form of Swing Line Overdraft Loans; (iii) Third, to the payment of interest and then principal any amounts due to Swing Line Bank in connection with any outstanding the form of Swing Line Loans held by the Swing Line BankLoans; (iv) Fourth, to the payment ratably of the amounts due to the Lenders for interest and then principal on all Floor Plan Loans (other than Swing Line Loans) and Swing Line Overdraft Loans then outstanding that were funded from the Reserve Commitment without preference or priority of such Indebtedness owing to one Lender over another; (v) Fifth, to the payment ratably of the amounts due to the Lenders for interest and fees and then principal on all Floor Plan Loans not previously paidpaid pursuant to (iii) or (iv) immediately above, without preference or priority of such Indebtedness owing to one Lender over another; (vi) Sixth, to the payment ratably on actual amounts outstanding of (i) the amounts due to the Lenders for interest and then principal on all Acquisition Loans (which include all unreimbursed drawings under all Letter of Credit Obligations) first to Acquisition Loan Lenders that have Acquisition Loan Commitments in an Alternative Currency until such time as the amount owing to each of the Acquisition Loan Lenders under the Acquisition Loan is equal to its Pro Rata Share of Acquisition Loan Commitments and (ii) a Cash Collateral Account equal to the aggregate undrawn amount of all outstanding Letters of Credit, which account shall be subject to the provisions of Section 6.8(a); (vii) Seventh, to the payment ratably of the amounts duedue to the Lenders, without preference or priority of such IndebtednessIndebtedness owing to one Lender over another, for all Obligations arising under any Lender Hedging Agreements Agreement and Bank Products;cash management agreements; and (viii) Eighth, to the payment ratably of all other amounts due with respect to any other Obligations not otherwise described above; and (ix) Ninth, to the payment of the surplus, if any, to the Borrowers, their successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (b) Notwithstanding anything to the contrary contained herein or in the Security Documents, all Lenders making Floor Plan Loans and all Lenders making Acquisition Loans acknowledge that any proceeds resulting from the sale or other realization of any Collateral (other than amounts already in the Cash Collateral Account) shall be applied in the order described in Section 11.6(a), above, such that all Swing Line Overdraft Loans shall be paid before Floor Plan Loans, all Floor Plan Loans shall be paid before Acquisition Loans, and all Acquisition Loans will be paid before any liabilities under any Lender Hedging Agreement or Bank ProductIndebtedness conforming to the requirements of Section 12.1(a). Such application will be made by the Agent or the Floor Plan Agent based on either of their calculations of all of such Indebtedness and the various classifications of any Loans made hereunder, which calculations shall be conclusive, absent manifest error. The intent of such classification shall be to create a priority of payments in the order stated notwithstanding that all of said Indebtedness is secured as a group by the Security Documents and the Collateral described therein. (c) The Agent is not required to act with respect to the Collateral except in accordance with the written procedures as established by the Required Lenders; however, if the Required Lenders fail to agree upon and establish such procedures, and the exigency of the circumstances requires, the Agent, in its sole discretion and in good faith, may (but is not required to) take whatever action it deems necessary to protect and enforce the Collateral or the rights of the Secured Parties Lenders and the Swing Line Bank under the Loan Documents. (d) No Lender or the Swing Line Bank may enforce, or demand enforcement of, any rights or Liens with respect to the Collateral except upon the terms and conditions elsewhere stated in this Agreement.

Application of Collateral. (a) Upon the exercise of remedies by the Agent in accordance with this Article XI and pursuant to the procedures among the Lenders set forth in Section 11.6(b)VII, the Agent, after giving written notice to the Borrowers Borrower and to all Lenders, all Issuing Banks and the Swing Line Bank Lenders of the action(s) to be taken, may at any time or times thereafter (i) receive directly, for the benefit of the Secured Parties Lenders and for application to the then outstanding Obligations as provided hereafter in this Section 11.6(a7.3(a), all payments and proceeds related to the Collateral and/or (ii) in accordance with the Security Documents Instruments sell, assign and deliver all of the Collateral or any part thereof, or any substitution therefor or any additions thereto as provided hereafter. Any such sale or assignment may be at any broker’s board or at any public or private sale, at the option of the Agent or of any officer or representative acting on behalf of the Agent, without advertisement or any notice to the Borrowers Borrower or any other Person except those required by applicable law (the Borrowers Borrower hereby agreeing that ten (10) days’ notice constitutes “reasonable notice”); and each Lender (including the Agent), its officers and assigns, may bid and become purchasers at any such sale, if public, or at any broker’s board if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations. Sales hereunder may be at such time or times, place or places, for cash or credit, and upon such terms and conditions as the Agent may determine in its sole discretion. Upon the completion of any sale, the Agent shall execute all instruments of transfer necessary to vest in the purchaser(s) title to the property sold, and shall deliver to such purchaser(s) any of the property so sold which may be in the possession of the Agent. In the case of any sale or other liquidation of Collateral (other than amounts already in the Cash Collateral Account, which amount shall be applied as set forth in Section 6.8)Collateral, the purchase money proceeds and avails and all other proceeds which then may be held or recovered by the Agent or the Floor Plan Agent for the benefit of the Secured PartiesLenders, shall be applied in the following order: (i) First, to pay all incurred and unpaid fees, the payment of the reasonable costs and expenses of such sale and of the Agentcollection or enforcement of such Collateral, the Swing Line Bank and/or the Floor Plan Agent under the Loan Documents and any protective of all reasonable expenses (including attorneys’ fees) and liabilities incurred and advances made by the Agent or the Floor Plan Agent with respect to the Collateral under or pursuant to the terms of any Loan DocumentLenders in connection therewith; (ii) Second, to the payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest on the Loans) payable to the Lenders and then principal due the Agent (including fees, charges and disbursements of counsel to Swing Line Bank the respective Lenders and the Agent), ratably among them in connection with any outstanding Swing Line Overdraft Loansproportion to the respective amounts described in this clause Second payable to them; (iii) Third, to the payment of the amounts due to the Lenders for interest and then principal due to Swing Line Bank in connection with any outstanding Swing Line Loans held by the Swing Line Bankon all Loans; (iv) Fourth, to the payment ratably of the amounts due to the Lenders Secured Parties, for interest and then principal on all Floor Plan Loans then outstanding that were funded from Obligations arising under any Swap Contract with any of the Reserve Commitment without preference or priority of such Indebtedness owing Secured Parties entered into to one Lender over anotherhedge the Obligations under this Agreement; (v) Fifth, to the payment of the obligations under the Bank of America Agreement, in accordance with the Intercreditor Agreement, to the extent such Collateral also secures the Bank of America Agreement; (vi) Sixth, to the payment ratably of the amounts due to the Lenders for interest and fees and then principal on all Floor Plan Loans not previously paid, without preference or priority of such Indebtedness owing to one Lender over another; (vi) Sixth, to the payment ratably on actual amounts outstanding of (i) the amounts due to the Lenders for interest and then principal on all Acquisition Loans (which include all unreimbursed drawings under all Letter of Credit Obligations) first to Acquisition Loan Lenders that have Acquisition Loan Commitments in an Alternative Currency until such time as the amount owing to each of the Acquisition Loan Lenders under the Acquisition Loan is equal to its Pro Rata Share of Acquisition Loan Commitments and (ii) a Cash Collateral Account equal to the aggregate undrawn amount of all outstanding Letters of Credit, which account shall be subject to the provisions of Section 6.8(a); (vii) Seventh, to the payment ratably of the amounts due, without preference or priority of such IndebtednessSecured Parties, for all Obligations arising under Lender Hedging Agreements and Bank Products; (viii) Eighth, any Swap Contract with any of the Secured Parties other than such amounts as have been distributed pursuant to the payment ratably of all other amounts due with respect to any other Obligations not otherwise described clause Fourth above; and (ixvii) NinthSeventh, to the payment of the surplus, if any, to the BorrowersBorrower, their its successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (b) Notwithstanding anything to the contrary contained herein or in the Security Documents, all Lenders making Floor Plan Loans and all Lenders making Acquisition Loans acknowledge that any proceeds resulting from the sale or other realization of any Collateral (other than amounts already in the Cash Collateral Account) shall be applied in the order described in Section 11.6(a), above, such that all Swing Line Overdraft Loans shall be paid before Floor Plan Loans, all Floor Plan Loans shall be paid before Acquisition Loans, and all Acquisition Loans will be paid before any liabilities under any Lender Hedging Agreement or Bank Product. Such application will be made by the Agent or the Floor Plan Agent based on either of their calculations of all of such Indebtedness and the various classifications of any Loans made hereunder, which calculations shall be conclusive, absent manifest error. The intent of such classification shall be to create a priority of payments in the order stated notwithstanding that all of said Indebtedness is secured as a group by the Security Documents and the Collateral described therein. (c) The Agent is not required to act with respect to the Collateral except in accordance with the written procedures as established by the Required Lenders; however, if the Required Lenders fail to agree upon and establish such procedures, and the exigency of the circumstances requires, the Agent, in its sole discretion and in good faith, may (but is not required to) take whatever action it deems necessary to protect and enforce the Collateral or the rights of the Secured Parties Lenders under the Loan Documents. (d) No Lender or the Swing Line Bank may enforce, or demand enforcement of, any rights or Liens with respect to the Collateral except upon the terms and conditions elsewhere stated in this Agreement.

Application of Collateral. (a) Upon the exercise of remedies by the Agent in accordance with this Article XI and pursuant to the procedures among the Lenders set forth in Section 11.6(b), the Agent, after giving written notice to the Borrowers and to all Lenders, all Issuing Banks and the Swing Line Bank of the action(s) to be taken, may at any time or times thereafter (i) receive directly, for the benefit of the Secured Parties and for application to the then outstanding Obligations as provided hereafter in this Section 11.6(a), all payments and proceeds related to the Collateral and/or (ii) in accordance with the Security Documents sell, assign and deliver all of the Collateral or any part thereof, or any substitution therefor or any additions thereto as provided hereafter. Any such sale or assignment may be at any broker’s board or at any public or private sale, at the option of the Agent or of any officer or representative acting on behalf of the Agent, without advertisement or any notice to the Borrowers or any other Person except those required by applicable law (the Borrowers hereby agreeing that ten (10) days’ notice constitutes “reasonable notice”); and each Lender (including the Agent), its officers and assigns, may bid and become purchasers at any such sale, if public, or at any broker’s board if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations. Sales hereunder may be at such time or times, place or places, for cash or credit, and upon such terms and conditions as the Agent may determine in its sole discretion. Upon the completion of any sale, the Agent shall execute all instruments of transfer necessary to vest in the purchaser(s) title to the property sold, and shall deliver to such purchaser(s) any of the property so sold which may be in the possession of the Agent. In the case of any sale or other liquidation of Collateral (other than amounts already in the Cash Collateral Account, which amount shall be applied as set forth in Section 6.8), the purchase money proceeds and avails and all other proceeds which then may be held or recovered by the Agent or the Floor Plan Agent for the benefit of the Secured Parties, shall be applied in the following order: (i) First, to pay all incurred and unpaid fees, the payment of the reasonable costs and expenses of such sale and of the Agentcollection or enforcement of such Collateral, the Swing Line Bank and/or the Floor Plan Agent under the Loan Documents and any protective of all reasonable expenses (including attorneys’ fees) and liabilities incurred and advances made by the Agent or the Floor Plan Agent with respect to the Collateral under or pursuant to the terms of any Loan DocumentLenders in connection therewith; (ii) Second, to the payment of interest and then principal any amounts due to Swing Line Bank in connection with any outstanding the form of Swing Line Overdraft Loans; (iii) Third, to the payment of interest and then principal any amounts due to Swing Line Bank in connection with any outstanding the form of Swing Line Loans held by the Swing Line BankLoans; (iv) Fourth, to the payment ratably of the amounts due to the Lenders for interest and then principal on all Floor Plan Loans (other than Swing Line Loans and Swing Line Overdraft Loans) then outstanding that were funded from the Reserve Commitment without preference or priority of such Indebtedness owing to one Lender over another; (v) Fifth, to the payment ratably of the amounts due to the Lenders for interest and fees and then principal on all Floor Plan Loans not previously paidpaid pursuant to (iii) or (iv) immediately above, without preference or priority of such Indebtedness owing to one Lender over another; (vi) Sixth, to the payment ratably on actual amounts outstanding of (i) the amounts due to the Lenders for interest and then principal on all Acquisition Loans (which include all unreimbursed drawings under all Letter of Credit Obligations) first to Acquisition Loan Lenders that have Acquisition Loan Commitments in an Alternative Currency until such time as the amount owing to each of the Acquisition Loan Lenders under the Acquisition Loan is equal to its Pro Rata Share of Acquisition Loan Commitments and (ii) a Cash Collateral Account equal to the aggregate undrawn amount of all outstanding Letters of Credit, which account shall be subject to the provisions of Section 6.8(a); (vii) Seventh, to the payment ratably of the amounts due, without preference or priority of such Indebtedness, for all Obligations arising under Lender Hedging Agreements and Bank Products;; and (viii) Eighth, to the payment ratably of all other amounts due with respect to any other Obligations not otherwise described above; and (ix) Ninth, to the payment of the surplus, if any, to the Borrowers, their successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (b) Notwithstanding anything to the contrary contained herein or in the Security Documents, all Lenders making Floor Plan Loans and all Lenders making Acquisition Loans acknowledge that any proceeds resulting from the sale or other realization of any Collateral (other than amounts already in the Cash Collateral Account) shall be applied in the order described in Section 11.6(a), above, such that all Swing Line Overdraft Loans shall be paid before Floor Plan Loans, all Floor Plan Loans shall be paid before Acquisition Loans, and all Acquisition Loans will be paid before any liabilities under any Lender Hedging Agreement or Bank Product. Such application will be made by the Agent or the Floor Plan Agent based on either of their calculations of all of such Indebtedness and the various classifications of any Loans made hereunder, which calculations shall be conclusive, absent manifest error. The intent of such classification shall be to create a priority of payments in the order stated notwithstanding that all of said Indebtedness is secured as a group by the Security Documents and the Collateral described therein. (c) The Agent is not required to act with respect to the Collateral except in accordance with the written procedures as established by the Required Lenders; however, if the Required Lenders fail to agree upon and establish such procedures, and the exigency of the circumstances requires, the Agent, in its sole discretion and in good faith, may (but is not required to) take whatever action it deems necessary to protect and enforce the Collateral or the rights of the Secured Parties under the Loan Documents. (d) No Lender or the Swing Line Bank may enforce, or demand enforcement of, any rights or Liens with respect to the Collateral except upon the terms and conditions elsewhere stated in this Agreement.

Application of Collateral. (a) Upon the exercise of remedies by the Agent in accordance with this Article XI and pursuant to the procedures among the Lenders set forth in Section 11.6(b), the Agent, after giving written notice to the Borrowers and to all Lenders, all Issuing Banks Lenders and the Swing Line Bank of the action(s) to be taken, may at any time or times thereafter (i) receive directly, for the benefit of the Secured Parties Lenders and Swing Line Bank and for application to the then outstanding Obligations as provided hereafter in this Section 11.6(a), all payments and proceeds related to the Collateral and/or (ii) in accordance with the Security Documents sell, assign and deliver all of the Collateral or any part thereof, or any substitution therefor or any additions thereto as provided hereafter. Any such sale or assignment may be at any broker’s board or at any public or private sale, at the option of the Agent or of any officer or representative acting on behalf of the Agent, without advertisement or any notice to the Borrowers or any other Person except those required by applicable law (the Borrowers hereby agreeing that ten (10) days’ notice constitutes “reasonable notice”); and each Lender (including the Agent), its officers and assigns, may bid and become purchasers at any such sale, if public, or at any broker’s board if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations. Sales hereunder may be at such time or times, place or places, for cash or credit, and upon such terms and conditions as the Agent may determine in its sole discretion. Upon the completion of any sale, the Agent shall execute all instruments of transfer necessary to vest in the purchaser(s) title to the property sold, and shall deliver to such purchaser(s) any of the property so sold which may be in the possession of the Agent. In the case of any sale or other liquidation of Collateral (other than amounts already in the Cash Collateral Account, which amount shall be applied as set forth in Section 6.8), the purchase money proceeds and avails and all other proceeds which then may be held or recovered by the Agent or the Floor Plan Agent for the benefit of the Secured PartiesLenders and the Swing Line Bank, shall be applied in the following order: (i) First, to pay all incurred and unpaid fees, the payment of the reasonable costs and expenses of such sale and of the Agentcollection or enforcement of such Collateral, the Swing Line Bank and/or the Floor Plan Agent under the Loan Documents and any protective of all reasonable expenses (including attorneys’ fees) and liabilities incurred and advances made by the Agent or the Floor Plan Agent with respect to the Collateral under or pursuant to the terms of any Loan DocumentLenders in connection therewith; (ii) Second, to the payment of interest and then principal any amounts due to Swing Line Bank in connection with any outstanding the form of Swing Line Overdraft Loans; (iii) Third, to the payment of interest and then principal any amounts due to Swing Line Bank in connection with any outstanding the form of Swing Line Loans held by the Swing Line BankLoans; (iv) Fourth, to the payment ratably of the amounts due to the Lenders for interest and then principal on all Floor Plan Loans (other than Swing Line Loans) and Swing Line Overdraft Loans then outstanding that were funded from the Reserve Commitment without preference or priority of such Indebtedness owing to one Lender over another; (v) Fifth, to the payment ratably of the amounts due to the Lenders for interest and fees and then principal on all Floor Plan Loans not previously paidpaid pursuant to (iii) or (iv) immediately above, without preference or priority of such Indebtedness owing to one Lender over another; (vi) Sixth, to the payment ratably on actual amounts outstanding of (i) the amounts due to the Lenders for interest and then principal on all Acquisition Loans (which include all unreimbursed drawings under all Letter of Credit Obligations) first to Acquisition Loan Lenders that have Acquisition Loan Commitments in an Alternative Currency until such time as the amount owing to each of the Acquisition Loan Lenders under the Acquisition Loan is equal to its Pro Rata Share of Acquisition Loan Commitments and (ii) a Cash Collateral Account equal to the aggregate undrawn amount of all outstanding Letters of Credit, which account shall be subject to the provisions of Section 6.8(a); (vii) Seventh, to the payment ratably of the amounts duedue to the Lenders, without preference or priority of such IndebtednessIndebtedness owing to one Lender over another, for all Obligations arising under Lender any Hedging Agreements and Bank Products;Agreement; and (viii) Eighth, to the payment ratably of all other amounts due with respect to any other Obligations not otherwise described above; and (ix) Ninth, to the payment of the surplus, if any, to the Borrowers, their successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (b) Notwithstanding anything to the contrary contained herein or in the Security Documents, all Lenders making Floor Plan Loans and all Lenders making Acquisition Loans acknowledge that any proceeds resulting from the sale or other realization of any Collateral (other than amounts already in the Cash Collateral Account) shall be applied in the order described in Section 11.6(a), above, such that all Swing Line Overdraft Loans shall be paid before Floor Plan Loans, all Floor Plan Loans shall be paid before Acquisition Loans, and all Acquisition Loans will be paid before any liabilities under any Lender Hedging Agreement or Bank ProductIndebtedness conforming to the requirements of Section 12.1(a). Such application will be made by the Agent or the Floor Plan Agent based on either of their calculations of all of such Indebtedness and the various classifications of any Loans made hereunder, which calculations shall be conclusive, absent manifest error. The intent of such classification shall be to create a priority of payments in the order stated notwithstanding that all of said Indebtedness is secured as a group by the Security Documents and the Collateral described therein. (c) The Agent is not required to act with respect to the Collateral except in accordance with the written procedures as established by the Required Lenders; however, if the Required Lenders fail to agree upon and establish such procedures, and the exigency of the circumstances requires, the Agent, in its sole discretion and in good faith, may (but is not required to) take whatever action it deems necessary to protect and enforce the Collateral or the rights of the Secured Parties Lenders and the Swing Line Bank under the Loan Documents. (d) No Lender or the Swing Line Bank may enforce, or demand enforcement of, any rights or Liens with respect to the Collateral except upon the terms and conditions elsewhere stated in this Agreement.

Application of Collateral. (a) Upon the exercise of remedies by the Agent in accordance with this Article XI and pursuant to the procedures among the Lenders set forth in Section 11.6(b), the Agent, after giving written notice to the Borrowers and to all Lenders, all Issuing Banks Lenders and the Swing Line Bank of the action(s) to be taken, may at any time or times thereafter (i) receive directly, for the benefit of the Secured Parties Lenders and Swing Line Bank and for application to the then outstanding Obligations as provided hereafter in this Section 11.6(a), all payments and proceeds related to the Collateral and/or (ii) in accordance with the Security Documents sell, assign and deliver all of the Collateral or any part thereof, or any substitution therefor or any additions thereto as provided hereafter. Any such sale or assignment may be at any broker’s 's board or at any public or private sale, at the option of the Agent or of any officer or representative acting on behalf of the Agent, without advertisement or any notice to the Borrowers or any other Person except those required by applicable law (the Borrowers hereby agreeing that ten (10) days’ ' notice constitutes “"reasonable notice”"); and each Lender (including the Agent), its officers and assigns, may bid and become purchasers at any such sale, if public, or at any broker’s 's board if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations. Sales hereunder may be at such time or times, place or places, for cash or credit, and upon such terms and conditions as the Agent may determine in its sole discretion. Upon the completion of any sale, the Agent shall execute all instruments of transfer necessary to vest in the purchaser(s) title to the property sold, and shall deliver to such purchaser(s) any of the property so sold which may be in the possession of the Agent. In the case of any sale or other liquidation of Collateral (other than amounts already in the Cash Collateral Account, which amount shall be applied as set forth in Section 6.8), the purchase money proceeds and avails and all other proceeds which then may be held or recovered by the Agent or the Floor Plan Agent for the benefit of the Secured PartiesLenders and the Swing Line Bank, shall be applied in the following order: (i) First, to pay all incurred and unpaid fees, the payment of the reasonable costs and expenses of such sale and of the Agentcollection or enforcement of such Collateral, the Swing Line Bank and/or the Floor Plan Agent under the Loan Documents and any protective of all reasonable expenses (including attorneys' fees) and liabilities incurred and advances made by the Agent or the Floor Plan Agent with respect to the Collateral under or pursuant to the terms of any Loan DocumentLenders in connection therewith; (ii) Second, to the payment of interest and then principal due to Swing Line Bank in connection with any outstanding Swing Line Overdraft LoansOverage Amounts plus any accrued interest thereon; (iii) Third, to the payment of interest and then principal any amounts due to Swing Line Bank in connection with any outstanding the form of Floor Plan Swing Line Loans held by the Swing Line BankLoans; (iv) Fourth, to the payment ratably of the amounts due to the Lenders for interest and then principal on all Floor Plan Loans (other than Swing Line Loans) then outstanding that were funded from the Reserve Commitment without preference or priority of such Indebtedness owing to one Lender over anotherCommitment; (v) Fifth, to the payment ratably of the amounts due to the Lenders for interest and fees and then principal on all Floor Plan Loans not previously paid, without preference paid pursuant to (iii) or priority of such Indebtedness owing to one Lender over another(iv) immediately above; (vi) Sixth, to the payment of any amounts due to Swing Line Bank in the form of Revolving Credit Swing Line Loans; (vii) Seventh, to the payment ratably on actual amounts outstanding of (i) the amounts due to the Lenders for interest and then principal on all Acquisition Revolving Credit Loans (which include all unreimbursed drawings under all Letter of Credit Obligations) first to Acquisition Loan Lenders that have Acquisition Loan Commitments in an Alternative Currency until such time as the amount owing to each of the Acquisition Loan Lenders under the Acquisition Loan is equal to its Pro Rata Share of Acquisition Loan Commitments and (ii) a Cash Collateral Account equal to the aggregate undrawn amount of all outstanding Letters of Credit, which account shall be subject to the provisions of Section 6.8(a); (vii) Seventh, to the payment ratably of the amounts due, without preference or priority of such Indebtedness, for all Obligations arising under Lender Hedging Agreements and Bank Products; (viii) Eighth, to the payment ratably of all other the amounts due to the Lenders, for all Obligations arising under any Hedging Agreement with respect to any other Obligations not otherwise described aboveof the Lenders; and (ix) Ninth, to the payment of the surplus, if any, to the Borrowers, their successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (b) Notwithstanding anything to the contrary contained herein or in the Security Documents, all Lenders making Floor Plan Loans and all Lenders making Acquisition Revolving Credit Loans acknowledge that any proceeds resulting from the sale or other realization of any Collateral (other than amounts already in the Cash Collateral Account) shall be applied in the order described in Section 11.6(a), above, such that all Swing Line Overdraft Loans shall be paid before Floor Plan Loans, all Floor Plan Loans shall be paid before Acquisition Revolving Credit Loans, and all Acquisition Revolving Credit Loans will be paid before any liabilities under any Lender Hedging Agreement or Bank ProductIndebtedness to the Lenders. Such application will be made by the Agent or the Floor Plan Agent based on either of their calculations of all of such Indebtedness and the various classifications of any Loans made hereunder, which calculations shall be conclusive, absent manifest error. The intent of such classification shall be to create a priority of payments in the order stated notwithstanding that all of said Indebtedness is secured as a group by the Security Documents and the Collateral described therein. (c) The Agent is not required to act with respect to the Collateral except in accordance with the written procedures as established by the Required Lenders; however, if the Required Lenders fail to agree upon and establish such procedures, and the exigency of the circumstances requires, the Agent, in its sole discretion and in good faith, may (but is not required to) take whatever action it deems necessary to protect and enforce the Collateral or the rights of the Secured Parties Lenders and the Swing Line Bank under the Loan Documents. (d) No Lender or the Swing Line Bank may enforce, or demand enforcement of, any rights or Liens with respect to the Collateral except upon the terms and conditions elsewhere stated in this Agreement.

Application of Collateral. (ai) Upon the exercise of remedies by the Administrative Agent in accordance with this Article XI Section 8.02 and pursuant to the procedures among the Lenders set forth in Section 11.6(b8.02(e)(ii), the Administrative Agent, after giving written notice to the Borrowers and to all Lenders, all Issuing Banks and the Swing Line Bank Lenders of the action(s) to be taken, may at any time or times thereafter (i) receive directly, for the benefit of the Secured Parties and the Administrative Agent and for application to the then outstanding Obligations as provided hereafter in this Section 11.6(a8.02(e)(ii), all payments and proceeds related to the Collateral and/or (ii) in accordance with the Security Collateral Documents sell, assign and deliver all of the Collateral or any part thereof, or any substitution therefor or any additions thereto as provided hereafter. Any such sale or assignment may be at any broker’s board or at any public or private sale, at the option of the Administrative Agent or of any officer or representative acting on behalf of the Administrative Agent, without advertisement or any notice to the Borrowers Loan Party or any other Person except those required by applicable law (the Borrowers Loan Parties hereby agreeing that ten (10) days’ notice constitutes “reasonable notice”); and each Lender (including the Administrative Agent), its officers and assigns, may bid and become purchasers at any such sale, if public, or at any broker’s board if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations. Sales hereunder may be at such time or times, place or places, for cash or credit, and upon such terms and conditions as the Administrative Agent may determine in its sole discretion. Upon the completion of any sale, the Administrative Agent shall execute all instruments of transfer necessary to vest in the purchaser(s) title to the property sold, and shall deliver to such purchaser(s) any of the property so sold which may be in the possession of the Administrative Agent. In . (ii) in the case of any sale or other liquidation of Collateral (other than amounts already in the Cash Collateral AccountCollateralized, which amount shall be applied as set forth in Section 6.82.20), the purchase money proceeds and avails and all other proceeds which then may be held or recovered by the Agent or the Floor Plan Administrative Agent for the benefit of the Secured Parties, shall be applied in the following order: (iA) First, to pay all incurred and unpaid fees, the payment of the reasonable costs and expenses of such sale and of the Agentcollection or enforcement of such Collateral, the Swing Line Bank and/or the Floor Plan Agent under the Loan Documents and any protective of all reasonable expenses (including attorneys’ fees) and liabilities incurred and advances made by the Agent or the Floor Plan Agent with respect to the Collateral under or pursuant to the terms of any Loan DocumentLenders in connection therewith; (iiB) Second, to the payment of interest and then principal due to Swing Line Bank the Obligations as set forth in connection with any outstanding Swing Line Overdraft LoansSection 8.03; (iiiC) Third, to the payment of interest and then principal due to Swing Line Bank in connection with any outstanding Swing Line Loans held by the Swing Line Bank; (iv) Fourth, to the payment ratably of the amounts due to the Lenders for interest and then principal on all Floor Plan Loans then outstanding that were funded from the Reserve Commitment without preference or priority of such Indebtedness owing to one Lender over another; (v) Fifth, to the payment ratably of the amounts due to the Lenders for interest and fees and then principal on all Floor Plan Loans not previously paid, without preference or priority of such Indebtedness owing to one Lender over another; (vi) Sixth, to the payment ratably on actual amounts outstanding of (i) the amounts due to the Lenders for interest and then principal on all Acquisition Loans (which include all unreimbursed drawings under all Letter of Credit Obligations) first to Acquisition Loan Lenders that have Acquisition Loan Commitments in an Alternative Currency until such time as the amount owing to each of the Acquisition Loan Lenders under the Acquisition Loan is equal to its Pro Rata Share of Acquisition Loan Commitments and (ii) a Cash Collateral Account equal to the aggregate undrawn amount of all outstanding Letters of Credit, which account shall be subject to the provisions of Section 6.8(a); (vii) Seventh, to the payment ratably of the amounts due, without preference or priority of such Indebtedness, for all Obligations arising under Lender Hedging Agreements and Bank Products; (viii) Eighth, to the payment ratably of all other amounts due with respect to any other Obligations not otherwise described above; and (ix) Ninth, to the payment of the surplus, if any, to the Borrowers, their successors or assigns, or to whomsoever whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (biii) Notwithstanding anything to the contrary contained herein or in the Security Documents, all Lenders making Floor Plan Loans and all Lenders making Acquisition Loans acknowledge that any The application of proceeds resulting from the sale or other realization of any Collateral (other than amounts already in the Cash Collateral Accountunder this Section 8.02(e) shall be applied in the order described in Section 11.6(a), above, such that all Swing Line Overdraft Loans shall be paid before Floor Plan Loans, all Floor Plan Loans shall be paid before Acquisition Loans, and all Acquisition Loans will be paid before any liabilities under any Lender Hedging Agreement or Bank Product. Such application will be made by the Agent or the Floor Plan Administrative Agent based on either of their its calculations of all of such Indebtedness Debt and the various classifications of any Loans made hereunder, which calculations shall be conclusive, absent manifest error. The intent of such classification shall be to create a priority of payments in the order stated notwithstanding that all of said Indebtedness is secured as a group by the Security Documents and the Collateral described therein. (civ) The Administrative Agent is not required to act with respect to the Collateral except in accordance with the written procedures as established by the Required Lenders; however, if the Required Lenders fail to agree upon and establish such procedures, and the exigency of the circumstances requires, the Administrative Agent, in its sole discretion and in good faith, may (but is not required to) take whatever action it deems necessary to protect and enforce the Collateral or the rights of the Secured Parties Lenders under the Loan Documents. (d) No Lender or the Swing Line Bank may enforce, or demand enforcement of, any rights or Liens with respect to the Collateral except upon the terms and conditions elsewhere stated in this Agreement.