Common use of Financing Terms Clause in Contracts

Financing Terms. Certain financial terms of any advance which CDF makes under this Agreement are not set forth herein because such terms depend, in part, on various factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDF’s floorplanning volume with Dealer and Vendor and other economic factors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDF. Upon agreeing to finance an item of inventory for Dealer, CDF will transmit or otherwise send to Dealer a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealer agrees that Dealer’s failure to notify CDF in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted or otherwise sent to Dealer shall constitute Dealer’s (a) acceptance of all terms thereof, (b) agreement that CDF is financing such inventory at Dealer’s request, and (c) agreement that such Transaction Statement will be incorporated herein by reference. If Dealer objects to the terms of any Transaction Statement, Dealer will pay CDF for such inventory in accordance with the most recent terms for similar inventory to which Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF and its rights under the termination provision contained herein. With respect to any advance CDF makes to a Vendor on behalf of Dealer, CDF may apply against any such amount owed to vendor any amount CDF is owed from such Vendor with respect to Free Floor Periods (each a “CDF Credit”) or any other amounts. Notwithstanding the foregoing, Dealer agrees to pay the full amount reflected on any Transaction Statement.

Financing Terms. Certain financial terms of any advance which CDF Lender makes under this Agreement are not set forth herein because such terms depend, in part, on various factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDF’s Lender's floorplanning volume with Dealer one or more Dealers and Vendor and other economic factors which vary from time to time. Therefore, CDF Lender and Dealer Dealers agree to set forth in this Agreement only the general terms of Dealer’s Dealers' financing arrangement with CDFLender. Upon agreeing to finance an item of inventory for Dealer, CDF Lender will transmit transmit, send or otherwise send make available to Dealer a “"Transaction Statement” " which is a record that may be authenticated and transmitted transmitted, sent or otherwise made available by CDF Lender to a Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealer agrees Dealers agree that Dealer’s a Dealers' failure to notify CDF Lender in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted transmitted, sent or otherwise sent made available to a Dealer shall constitute Dealer’s Dealers' (a) acceptance of all terms thereof, (b) agreement that CDF Lender is financing such inventory at Dealer’s Dealers' request, and (c) agreement that such Transaction Statement will be incorporated herein by reference. If Dealer objects to the terms of any Transaction Statement, Dealer Dealers will pay CDF Lender for such inventory in accordance with the most recent terms for similar inventory to which Dealer has Dealers have not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF Lender and its rights under the termination provision contained herein. With respect to any advance CDF Lender makes to a Vendor on behalf of a Dealer, CDF Lender may apply against any such amount owed to vendor Vendor any amount CDF Lender is owed from such Vendor with respect to Free Floor Periods (each a “CDF "Lender Credit”") or any other amounts. Notwithstanding the foregoing, Dealer agrees Dealers agree to pay the full amount reflected on any Transaction Statement.

Financing Terms. Certain financial (a) Agent, Lenders and Dealers agree to set forth in this Agreement only the general terms of any advance which CDF makes under the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement are not Agreement, shall be set forth herein because such in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial terms depend, in part, on various factorsfactors which vary from time to time, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDFAgent’s and Lenders’ floorplanning volume with Dealer Dealers and Vendor and other economic factors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDFfactors. Upon agreeing to finance an item of inventory for any Dealer, CDF Agent, on behalf of the Lenders, will transmit transmit, send or otherwise send make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealer agrees Dealers agree that a Dealer’s failure to notify CDF Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted transmitted, sent or otherwise sent made available to such Dealer shall constitute Dealer’s Dealers’ (ai) acceptance of all terms thereof, (bii) agreement that CDF is the Lenders are financing such inventory at Dealer’s Dealers’ request, and (ciii) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealer Dealers will pay CDF Agent for the benefit of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealer has Dealers have not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF Agent, or, if applicable, Lenders, and its rights under the termination provision contained herein. With To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with respect to any advance CDF makes Loan which Lenders make to a Vendor on behalf of a Dealer, CDF Agent may apply against any such amount owed to vendor Vendor any amount CDF is Agent (or CDF) for the benefit of Lenders are owed from such Vendor with respect to Free Floor Periods (each a “CDF for any such Lender Credit”) or ; provided, however, in the event Vendor does not remit any other amounts. Notwithstanding the foregoingsuch Lender Credit, Dealer agrees Dealers agree to pay the full amount reflected on of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisions. (b) Upon receipt by Agent of a request for a Loan under and pursuant to CDF’s standard advance request procedures and the issuance of a Transaction Statement by Agent as set forth in Section 4(a) above, each Lender shall follow the funding procedures established by Agent, from time to time, and shall, as and when requested by Agent, advance funds to Agent to fund such Loan in amounts equal to such Lender’s Ratable Share of such Loan. (c) Applicable financial terms, curtailment schedule and maturity for each Rental Unit will be set forth on the applicable Transaction Statement. Unless otherwise provided on such Transaction Statement, if and when permitted under such Dealer’s Rental Unit finance program, the principal balance, accrued interest and other charges will be due and payable when such Rental Unit is: (i) sold; (ii) transferred; (iii) rented or leased in a manner contrary to the provisions of this Agreement; (iv) otherwise disposed of; and (v) matured and the principal payment is due to Agent for the benefit of Lenders. Furthermore, if any Rental Unit is sold, stolen, destroyed, damaged, otherwise disposed of, or if payment is required under the terms of Agent’s and Lenders’ financing program, whichever occurs first, such Dealer will immediately pay Agent, for the benefit of Lenders, the full amount of Dealer’s outstanding indebtedness owed to Lenders with respect to such Rental Unit.

Financing Terms. (a) Certain financial terms of any advance which CDF makes Loan made under this Agreement are not set forth herein because such terms depend, in part, on various factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDF’s floorplanning volume with Dealer and Vendor and other economic factors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s Program Terms Letter. In connection with financing arrangement with CDF. Upon agreeing to finance an item of inventory for any Dealer, CDF Agent, on behalf of the Lenders, will transmit or otherwise send make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF Agent to such Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advanceadvance as provided in this Agreement. Dealer agrees Dealers agree that a Dealer’s failure to notify CDF Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted or otherwise sent to such Dealer shall constitute Dealer’s Dealers’ (ai) acceptance of all terms thereof, (bii) agreement that CDF is the Lenders are financing such inventory at Dealer’s Dealers’ request, and (ciii) agreement that such Transaction Statement will be incorporated herein by referencereference to the extent not inconsistent with the terms hereof. To the extent any Transaction Statement is inconsistent with the terms hereof, this Agreement (including any applicable Program Terms Letter) shall govern and control. If any Dealer objects to the terms of any Transaction Statement, such Dealer and Agent, on behalf of Lenders, will work in good faith to resolve such objection within sixty (60) days after the applicable Transaction Statement is transmitted or otherwise sent to such Dealer. However, notwithstanding such objection, Dealers will pay CDF Agent on behalf of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF and its rights under the termination provision contained hereinAgreement. With respect to any advance CDF makes made to a Vendor on behalf of a Dealer, CDF Agent, on behalf of any one or more Lenders, may apply against any such amount owed to vendor Vendor any amount CDF such Lender or Lenders is owed from such Vendor with respect to Free Floor Periods (each each, a “CDF Lender Credit”) or any other amountsamounts such Lender or Lenders is owed from such Vendor. Notwithstanding the foregoing, Dealer agrees Dealers agree to pay the full amount reflected on any Transaction Statement. Notwithstanding anything to the contrary contained herein, including without limitation the provisions of Section 17 hereof, without the consent of Lenders, CDF may change any aspect or portion of any Transaction Statement at any time, provided that such change is not inconsistent with the terms and conditions of this Agreement. (b) Upon receipt by Agent of a request for a Loan under and pursuant to CDF’s standard advance request procedures and the issuance of a Transaction Statement by Agent as set forth in Section 3(a) above, each Lender shall follow the funding procedures established by Agent, from time to time, and shall, as and when requested by Agent, advance funds to Agent to fund such Loan in amounts equal to such Lender’s Ratable Share of such Loan.

Financing Terms. Certain financial terms of any advance which CDF makes under this Agreement are not set forth herein because such terms depend, in part, on various factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDF’s floorplanning volume with Dealer and Vendor and other economic factors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDF. Upon agreeing to finance an item of inventory for Dealer, CDF will transmit or otherwise send to Dealer a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealer agrees that Dealer’s failure to notify CDF in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted or otherwise sent to Dealer shall constitute Dealer’s (a) acceptance of all terms thereof, (b) agreement that CDF is financing such inventory at Dealer’s request, and (c) agreement that such Transaction Statement will be incorporated herein by reference. If Dealer objects to the terms of any Transaction Statement, Dealer will pay CDF for such inventory in accordance with the most recent terms for similar inventory to which Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF and its rights under the termination provision contained herein. With respect to any advance CDF makes to a Vendor on behalf of Dealer, CDF may apply against any such amount owed to vendor Vendor any amount CDF is owed from such Vendor with respect to Free Floor Periods (each a “CDF Credit”) or any other amounts. Notwithstanding amounts notwithstanding the foregoing, Dealer agrees to pay the full amount reflected on any Transaction Statement.

Financing Terms. Certain financial terms of any advance which CDF makes under this Agreement are not set forth herein because such terms depend, in part, on various factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDF’s floorplanning volume with Dealer and Vendor and other economic factors which vary from time to time. Therefore, CDF Lender and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDFLender as certain financial terms depend, in part, on factors which vary from time to time, including without limitation, the availability of Vendor discounts, payment terms or other incentives, Lender’s floorplanning volume with Dealer and Vendor and other economic factors. Upon agreeing to finance an item of inventory for Dealer, CDF Lender will transmit transmit, send or otherwise send make available to Dealer a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealer agrees that Dealer’s failure to notify CDF Lender in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted transmitted, sent or otherwise sent made available to Dealer shall constitute Dealer’s (a) acceptance of all terms thereof, (b) agreement that CDF Lender is financing such inventory at Dealer’s request, and (c) agreement that such Transaction Statement will be incorporated herein by reference. If Dealer objects to the terms of any Transaction Statement, Dealer will pay CDF Lender for such inventory in accordance with the most recent terms for similar inventory to which Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF Lender and its rights under the termination provision contained herein. With To the extent Vendor program subsidies are applicable to Dealer’s financing program (each a “Lender Credit”), with respect to any advance CDF Lender makes to a Vendor on behalf of Dealer, CDF Lender may apply against any such amount owed to vendor Vendor any amount CDF Lender is owed from such Vendor with respect to Free Floor Periods (each a “CDF for any such Lender Credit”) or ; provided, however, in the event Vendor does not remit any other amounts. Notwithstanding the foregoingsuch Lender Credit, Dealer agrees to pay the full amount reflected on any Transaction Statementof such Lender Credit.

Financing Terms. (a) Certain financial terms of any advance which CDF makes Loan made under this Agreement are not set forth herein because such terms depend, in part, on various factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDF’s floorplanning volume with Dealer and Vendor and other economic factors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s Program Terms Letter. In connection with financing arrangement with CDF. Upon agreeing to finance an item of inventory for any Dealer, CDF Agent, on behalf of the Lenders, will transmit or otherwise send make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF Agent to such Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advanceadvance as provided in this Agreement. Dealer agrees Dealers agree that a Dealer’s failure to notify CDF Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted or otherwise sent to such Dealer shall constitute Dealer’s Dealers’ (a) acceptance of all terms thereof, (b) agreement that CDF is the Lenders are financing such inventory at Dealer’s Dealers’ request, and (c) agreement that such Transaction Statement will be incorporated herein by referencereference to the extent not inconsistent with the terms hereof. To the extent any Transaction Statement is inconsistent with the terms hereof, this Agreement (including any applicable Program Terms Letter) shall govern and control. If any Dealer objects to the terms of any Transaction Statement, such Dealer and Agent, on behalf of Lenders, will work in good faith to resolve such objection within sixty (60) days after the applicable Transaction Statement is transmitted or otherwise sent to such Dealer. However, notwithstanding such objection, Dealers will pay CDF Agent on behalf of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF and its rights under the termination provision contained hereinAgreement. With respect to any advance CDF makes made to a Vendor on behalf of a Dealer, CDF Agent, on behalf of any one or more Lenders, may apply against any such amount owed to vendor Vendor any amount CDF such Lender or Lenders is owed from such Vendor with respect to Free Floor Periods (each each, a “CDF Lender Credit”) or any other amountsamounts such Lender or Lenders is owed from such Vendor. Notwithstanding the foregoing, Dealer agrees Dealers agree to pay the full amount reflected on any Transaction Statement. (b) Upon receipt by Agent of a request for a Loan under and pursuant to CDF’s standard advance request procedures and the issuance of a Transaction Statement by Agent as set forth in Section 3(a) above, each Lender shall follow the funding procedures established by Agent, from time to time, and shall, as and when requested by Agent, advance funds to Agent to fund such Loan in amounts equal to such Lender’s Ratable Share of such Loan.

Financing Terms. Certain financial terms of any advance which CDF makes under this Agreement are not set forth herein because such terms depend, in part, on various factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDF’s 's floorplanning volume with Dealer and Vendor and other economic factors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s 's financing arrangement with CDF. Upon agreeing to finance an item of inventory for Dealer, CDF will transmit or otherwise send to Dealer a “"Transaction Statement” " which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealer agrees that Dealer’s failure to notify CDF in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted or otherwise sent to Dealer shall constitute Dealer’s 's (a) acceptance of all terms thereof, (b) agreement that CDF is financing such inventory at Dealer’s 's request, and (c) agreement that such Transaction Statement will be incorporated herein by reference. If Dealer objects to the terms of any Transaction Statement, Dealer will pay CDF for such inventory in accordance with the most recent terms for similar inventory to which Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF and its rights under the termination provision contained herein. With respect to any advance CDF makes to a Vendor on behalf of Dealer, CDF may apply against any such amount owed to vendor Vendor any amount CDF is owed from such Vendor with respect to Free Floor Periods (each a “CDF Credit”) or any other amounts. Notwithstanding the foregoing, Dealer agrees to pay the full amount reflected on any Transaction Statement.

Financing Terms. (a) Certain financial terms of any advance which CDF makes Loan made under this Agreement are not set forth herein because such terms depend, in part, on various factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDF’s floorplanning volume with Dealer and Vendor and other economic factors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s Program Terms Letter. In connection with financing arrangement with CDF. Upon agreeing to finance an item of inventory for any Dealer, CDF Agent, on behalf of the Lenders, will transmit or otherwise send make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF Agent to such Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advanceadvance as provided in this Agreement. Dealer agrees Dealers agree that a Dealer’s failure to notify CDF Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted or otherwise sent to such Dealer shall constitute Dealer’s Dealers’ (ai) acceptance of all terms thereof, (bii) agreement that CDF is the Lenders are financing such inventory at Dealer’s Dealers’ request, and (ciii) agreement that such Transaction Statement will be incorporated herein by referencereference to the extent not inconsistent with the terms hereof. To the extent any Transaction Statement is inconsistent with the terms hereof, this Agreement (including any applicable Program Terms Letter) shall govern and control. If any Dealer objects to the terms of any Transaction Statement, such Dealer and Agent, on behalf of Lenders, will work in good faith to resolve such objection within sixty (60) days after the applicable Transaction Statement is transmitted or otherwise sent to such Dealer. However, notwithstanding such objection, Dealers will pay CDF Agent on behalf of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF and its rights under the termination provision contained hereinAgreement. With respect to any advance CDF makes made to a Vendor on behalf of a Dealer, CDF Agent, on behalf of any one or more Lenders, may apply against any such amount owed to vendor Vendor any amount CDF such Lender or Lenders is owed from such Vendor with respect to Free Floor Periods (each each, a “CDF Lender Credit”) or any other amountsamounts such Lender or Lenders is owed from such Vendor. Notwithstanding the foregoing, Dealer agrees Dealers agree to pay the full amount reflected on any Transaction Statement. (b) Upon receipt by Agent of a request for a Loan under and pursuant to CDF’s standard advance request procedures and the issuance of a Transaction Statement by Agent as set forth in Section 3(a) above, each Lender shall follow the funding procedures established by Agent, from time to time, and shall, as and when requested by Agent, advance funds to Agent to fund such Loan in amounts equal to such Lender’s Ratable Share of such Loan.

Financing Terms. (a) Certain financial terms of any advance which CDF makes Loan made under this Agreement are not set forth herein because such terms depend, in part, on various factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDF’s floorplanning volume with Dealer and Vendor and other economic factors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s Program Terms Letter. In connection with financing arrangement with CDF. Upon agreeing to finance an item of inventory for any Dealer, CDF Agent, on behalf of the Lenders, will transmit or otherwise send make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF Agent to such Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advanceadvance as provided in this Agreement. Dealer agrees Dealers agree that a Dealer’s failure to notify CDF Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted or otherwise sent to such Dealer shall constitute Dealer’s Dealers’ (a) acceptance of all terms thereof, (b) agreement that CDF is the Lenders are financing such inventory at Dealer’s Dealers’ request, and (c) agreement that such Transaction Statement will be incorporated herein by referencereference to the extent not inconsistent with the terms hereof. To the extent any Transaction Statement is inconsistent with the terms hereof, this Agreement (including any applicable Program Terms Letter) shall govern and control. If any Dealer objects to the terms of any Transaction Statement, such Dealer and Agent, on behalf of Lenders, will work in good faith to resolve such objection within sixty (60) days after the applicable Transaction Statement is transmitted or otherwise sent to such Dealer. However, notwithstanding such objection, Dealers will pay CDF Agent on behalf of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF and its rights under the termination provision contained hereinAgreement. With respect to any advance CDF makes made to a Vendor on behalf of a Dealer, CDF Agent, on behalf of any one Second Amended and Restated Inventory Financing Agreement 9 KCP-4616003-20 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. or more Lenders, may apply against any such amount owed to vendor Vendor any amount CDF such Lender or Lenders is owed from such Vendor with respect to Free Floor Periods (each each, a “CDF Lender Credit”) or any other amountsamounts such Lender or Lenders is owed from such Vendor. Notwithstanding the foregoing, Dealer agrees Dealers agree to pay the full amount reflected on any Transaction Statement. (b) Upon receipt by Agent of a request for a Loan under and pursuant to CDF’s standard advance request procedures and the issuance of a Transaction Statement by Agent as set forth in Section 3(a) above, each Lender shall follow the funding procedures established by Agent, from time to time, and shall, as and when requested by Agent, advance funds to Agent to fund such Loan in amounts equal to such Lender’s Ratable Share of such Loan.

Financing Terms. Certain financial terms of any advance which CDF makes under this Agreement are not set forth herein because such terms depend, in part, on various factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDF’s floorplanning volume with Dealer one or more Dealers and Vendor and other economic factors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDF. Upon agreeing to finance an item of inventory for Dealer, CDF will transmit or otherwise send to Dealer a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral Financed Assets financed and/or the advance made and the terms and conditions of repayment of such advanceadvance consistent with the terms of the floorplan program then made available to the Dealer by the applicable Vendor. Dealer agrees that Dealer’s failure to notify CDF in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted or otherwise sent to Dealer shall constitute Dealer’s (a) acceptance of all terms thereof, (b) acceptance of such as an agreed upon debt, (c) agreement that CDF is financing such inventory at Dealer’s request, and (cd) agreement that such Transaction Statement will be incorporated herein by reference. If Dealer objects to the terms of any Transaction Statement, Dealer will pay CDF for such inventory in accordance with the most recent terms for similar inventory to which Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law)objected, subject to termination of this Agreement by CDF and its rights under the termination provision contained herein. With respect to any advance CDF makes to a Vendor on behalf of Dealer, CDF may apply against any such amount owed to vendor Vendor any amount CDF is owed from such Vendor with respect to Free Floor Periods (each a “CDF Credit”) or any other amounts. Notwithstanding In the foregoingevent of any conflict between the terms and conditions of this Agreement or Section 2.26 of the Credit Agreement, and the terms and conditions of any Transaction Statement, the terms and conditions of this Agreement or Section 2.26 of the Credit Agreement, as applicable, shall control. Dealer agrees to pay the full amount reflected on any Transaction Statement. In the event that CDF extends credit, and the Lenders do not have a Floorplan Loan Payment Obligation (as such term is defined in the Credit Agreement) with respect to any such extension of credit (each being a “Non-Lender Extension of Credit”), then Dealer shall be obligated for the amount of all such Non-Lender Extensions of Credit, and the provisions of the Prior IFA, excluding all references to the grant by Dealer of liens and security interests in its assets, shall be applicable to each such Non-Lender Extension of Credit and related Financed Assets.

Financing Terms. Certain financial (a) Agent, Lenders and Dealers agree to set forth in this Agreement only the general terms of any advance which CDF makes under the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement are not Agreement, shall be set forth herein because such in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial terms depend, in part, on various factorsfactors which vary from time to time, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDFAgent’s and Lenders’ floorplanning volume with Dealer Dealers and Vendor and other economic factors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDFfactors. Upon agreeing to finance an item of inventory for any Dealer, CDF Agent, on behalf of the Lenders, will transmit transmit, send or otherwise send make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealer agrees Dealers agree that a Dealer’s failure to notify CDF Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted transmitted, sent or otherwise sent made available to such Dealer shall constitute Dealer’s Dealers’ (ai) acceptance of all terms thereof, (bii) agreement that CDF is the Lenders are financing such inventory at Dealer’s Dealers’ request, and (ciii) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealer Dealers will pay CDF Agent for the benefit of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealer has Dealers have not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF Agent, or, if applicable, Lenders, and its rights under the termination provision contained herein. With To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with respect to any advance CDF makes Loan which Lenders make to a Vendor on behalf of a Dealer, CDF Agent may apply against any such amount owed to vendor Vendor any amount CDF is Agent (or CDF) for the benefit of Lenders are owed from such Vendor with respect to Free Floor Periods (each a “CDF for any such Lender Credit”) or ; provided, however, in the event Vendor does not remit any other amounts. Notwithstanding the foregoingsuch Lender Credit, Dealer agrees Dealers agree to pay the full amount reflected on of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisions. (b) Upon receipt by Agent of a request for a Loan under and pursuant to CDF’s standard advance request procedures and the issuance of a Transaction Statement by Agent as set forth in Section 4(a) above, each Lender shall follow the funding procedures established by Agent, from time to time, and shall, as and when requested by Agent, advance funds to Agent to fund such Loan in amounts equal to such ▇▇▇▇▇▇’s Ratable Share of such Loan. (c) Applicable financial terms, curtailment schedule and maturity for each Rental Unit will be set forth on the applicable Transaction Statement. Unless otherwise provided on such Transaction Statement, if and when permitted under such Dealer's Rental Unit finance program, the principal balance, accrued interest and other charges will be due and payable when such Rental Unit is: (i) sold; (ii) transferred; (iii) rented or leased in a manner contrary to the provisions of this Agreement; (iv) otherwise disposed of; and (v) matured and the principal payment is due to Agent for the benefit of Lenders. Furthermore, if any Rental Unit is sold, stolen, destroyed, damaged, otherwise disposed of, or if payment is required under the terms of Agent’s and Lenders’ financing program, whichever occurs first, such Dealer will immediately pay Agent, for the benefit of Lenders, the full amount of Dealer's outstanding indebtedness owed to Lenders with respect to such Rental Unit.

Financing Terms. Certain financial (a) Agent, Lenders and Dealers agree to set forth in this Agreement only the general terms of any advance which CDF makes under the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement are not Agreement, shall be set forth herein because such in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial terms depend, in part, on various factorsfactors which vary from time to time, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDFAgent’s and Lenders’ floorplanning volume with Dealer Dealers and Vendor and other economic factors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDFfactors. Upon agreeing to finance an item of inventory for any Dealer, CDF Agent, on behalf of the Lenders, will transmit transmit, send or otherwise send make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealer agrees Dealers agree that a Dealer’s failure to notify CDF Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted transmitted, sent or otherwise sent made available to such Dealer shall constitute Dealer’s Dealers’ (ai) acceptance of all terms thereof, (bii) agreement that CDF is the Lenders are financing such inventory at Dealer’s Dealers’ request, and (ciii) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealer Dealers will pay CDF Agent for the benefit of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealer has Dealers have not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF Agent, or, if applicable, Lenders, and its rights under the termination provision contained herein. With To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with respect to any advance CDF makes Loan which Lenders make to a Vendor on behalf of a Dealer, CDF Agent may apply against any such amount owed to vendor Vendor any amount CDF is Agent (or CDF) for the benefit of Lenders are owed from such Vendor with respect to Free Floor Periods (each a “CDF for any such Lender Credit”) or ; provided, however, in the event Vendor does not remit any other amounts. Notwithstanding the foregoingsuch Lender Credit, Dealer agrees Dealers agree to pay the full amount reflected on of such Lender Credit. Without the consent of the Lenders, CDF may change any aspect or portion of any Transaction Statement at any time; provided that such change is not inconsistent with the terms and conditions of this Agreement. If any terms set forth in an issued Transaction Statement are revised as a result of entering into this Agreement or any future modification or amendment of the terms of this Agreement (including, without limitation, the change of interest rate from the rate reference in the Existing IFA to the rate reflected in this Agreement), Dealers agree that CDF shall not be required to issue a revised Transaction Statement reflecting such revisions. (b) Upon receipt by Agent of a request for a Loan under and pursuant to CDF’s standard advance request procedures and the issuance of a Transaction Statement by Agent as set forth in Section 4(a) above, each Lender shall follow the funding procedures established by Agent, from time to time, and shall, as and when requested by Agent, advance funds to Agent to fund such Loan in amounts equal to such Lender’s Ratable Share of such Loan. (c) Applicable financial terms, curtailment schedule and maturity for each Rental Unit will be set forth on the applicable Transaction Statement. Unless otherwise provided on such Transaction Statement, if and when permitted under such Dealer's Rental Unit finance program, the principal balance, accrued interest and other charges will be due and payable when such Rental Unit is: (i) sold; (ii) transferred; (iii) rented or leased in a manner contrary to the provisions of this Agreement; (iv) otherwise disposed of; and (v) matured and the principal payment is due to Agent for the benefit of Lenders. Furthermore, if any Rental Unit is sold, stolen, destroyed, damaged, otherwise disposed of, or if payment is required under the terms of Agent’s and Lenders’ financing program, whichever occurs first, such Dealer will immediately pay Agent, for the benefit of Lenders, the full amount of Dealer's outstanding indebtedness owed to Lenders with respect to such Rental Unit.

Financing Terms. Certain financial terms of any advance which CDF makes under this Agreement are not set forth herein because such terms depend, in part, on various factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDF’s floorplanning volume with Dealer and Vendor and other economic factors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDF. Upon agreeing to finance an item of inventory for Dealer, CDF will transmit or otherwise send to Dealer a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealer agrees that Dealer’s failure to notify CDF in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted or otherwise sent to Dealer shall constitute Dealer’s (a) acceptance of all terms thereof, (b) agreement that CDF is financing such inventory at Dealer’s request, and (c) agreement that such Transaction Statement will be incorporated herein by reference. If Dealer objects to the terms of any Transaction Statement, Dealer will pay CDF for such inventory in accordance with the most recent terms for similar inventory to which Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF and its rights under the termination provision contained herein. With respect to any advance CDF makes to a Vendor on behalf of Dealer, CDF may apply against any such amount owed to vendor Vendor any amount CDF is owed from such Vendor with respect to Free Floor Periods (each a “CDF Credit”) or any other amounts. Notwithstanding the foregoing, Dealer agrees to pay the full amount reflected on any Transaction Statement.

Financing Terms. Certain financial terms of any advance which CDF Lender makes under this Agreement are not set forth herein because such terms depend, in part, on various factors, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDF’s Lender's floorplanning volume with Dealer and Vendor and other economic factors which vary from time to time. Therefore, CDF Lender and Dealer agree to set forth in this Agreement only the general terms of Dealer’s 's financing arrangement with CDFLender. Upon agreeing to finance an item of inventory for Dealer, CDF Lender will transmit transmit, send or otherwise send make available to Dealer a “"Transaction Statement” " which is a record that may be authenticated and transmitted transmitted, sent or otherwise made available by CDF Lender to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealer agrees that Dealer’s failure to notify CDF Lender in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted transmitted, sent or otherwise sent made available to Dealer shall constitute Dealer’s 's (a) acceptance of all terms thereof, (b) agreement that CDF Lender is financing such inventory at Dealer’s 's request, and (c) agreement that such Transaction Statement will be incorporated herein by reference. If Dealer objects to the terms of any Transaction Statement, Dealer will pay CDF Lender for such inventory in accordance with the most recent terms for similar inventory to which Dealer has not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF Lender and its rights under the termination provision contained herein. With respect to any advance CDF Lender makes to a Vendor on behalf of Dealer, CDF Lender may apply against any such amount owed to vendor Vendor any amount CDF Lender is owed from such Vendor with respect to Free Floor Periods (each a “CDF Lender Credit”) or any other amounts. Notwithstanding the foregoing, Dealer agrees to pay the full amount reflected on any Transaction Statement.

Financing Terms. Certain financial (a) Agent, Lenders and Dealers agree to set forth in this Agreement only the general terms of any advance which CDF makes under the financing arrangement among Dealers, Agent and Lenders and certain contractual obligations related to this Agreement are not Agreement, shall be set forth herein because such in Program Terms Letters entered into by Dealers, Agent and any one or more Lenders from time to time (the “Program Terms Letters”), Transaction Statements (as defined below) or other Loan Documents or other agreements described herein. References to an “inventory financing agreement” in any Loan Document shall be deemed to refer to this Agreement. Agent, Lenders and Dealer hereby acknowledge that certain financial terms depend, in part, on various factorsfactors which vary from time to time, including without limitation, the availability of Vendor discounts, payment terms or other incentives, CDFAgent’s and Lenders’ floorplanning volume with Dealer Dealers and Vendor and other economic factors which vary from time to time. Therefore, CDF and Dealer agree to set forth in this Agreement only the general terms of Dealer’s financing arrangement with CDFfactors. Upon agreeing to finance an item of inventory for any Dealer, CDF Agent, on behalf of the Lenders, will transmit transmit, send or otherwise send make available to such Dealer and Lenders a “Transaction Statement” which is a record that may be authenticated and transmitted by CDF to Dealer from time to time which identifies the Collateral financed and/or the advance made and the terms and conditions of repayment of such advance. Dealer agrees Dealers agree that a Dealer’s failure to notify CDF Agent in writing of any objection to a Transaction Statement within thirty (30) days after a Transaction Statement is transmitted transmitted, sent or otherwise sent made available to such Dealer shall constitute Dealer’s Dealers’ (ai) acceptance of all terms thereof, (bii) agreement that CDF is the Lenders are financing such inventory at Dealer’s Dealers’ request, and (ciii) agreement that such Transaction Statement will be incorporated herein by reference. If any Dealer objects to the terms of any Transaction Statement, Dealer Dealers will pay CDF Agent for the benefit of Lenders for such inventory in accordance with the most recent terms for similar inventory to which Dealer has Dealers have not objected (or, if there are no prior terms, at the lesser of 16% per annum or at the maximum lawful contract rate of interest permitted under applicable law), subject to termination of this Agreement by CDF Agent, or, if applicable, Lenders, and its rights under the termination provision contained herein. With To the extent Vendor program subsidies are applicable to Dealers’ financing program (each a “Lender Credit”), with respect to any advance CDF makes Loan which Lenders make to a Vendor on behalf of a Dealer, CDF Agent may apply against any such amount owed to vendor Vendor any amount CDF is Agent (or CDF) for the benefit of Lenders are owed from such Vendor with respect to Free Floor Periods (each a “CDF for any such Lender Credit”) or ; provided, however, in the event Vendor does not remit any other amounts. Notwithstanding the foregoingsuch Lender Credit, Dealer agrees Dealers agree to pay the full amount reflected of such Lender Credit. (b) Upon receipt by Agent of a request for a Loan under and pursuant to CDF’s standard advance request procedures and the issuance of a Transaction Statement by Agent as set forth in Section 4(a) above, each Lender shall follow the funding procedures established by Agent, from time to time, and shall, as and when requested by Agent, advance funds to Agent to fund such Loan in amounts equal to such Lender’s Ratable Share of such Loan. (c) Applicable financial terms, curtailment schedule and maturity for each Rental Unit will be set forth on any the applicable Transaction Statement. Unless otherwise provided on such Transaction Statement, if and when permitted under such Dealer's Rental Unit finance program, the principal balance, accrued interest and other charges will be due and payable when such Rental Unit is: (i) sold; (ii) transferred; (iii) rented or leased in a manner contrary to the provisions of this Agreement; (iv) otherwise disposed of; and (v) matured and the principal payment is due to Agent for the benefit of Lenders. Furthermore, if any Rental Unit is sold, stolen, destroyed, damaged, otherwise disposed of, or if payment is required under the terms of Agent’s and Lenders’ financing program, whichever occurs first, such Dealer will immediately pay Agent, for the benefit of Lenders, the full amount of Dealer's outstanding indebtedness owed to Lenders with respect to such Rental Unit.