Common use of Reallocation of Applicable Percentages to Reduce Fronting Exposure Clause in Contracts

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentBank, for purposes of computing the amount of the obligation of each non-Defaulting Lender Bank to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Applicable Tranche Swingline Loans pursuant to Sections 2.03 and 2.08Section 2.14, the pro rata portion and “Applicable Percentage” of each non-Defaulting Lender Bank shall be computed from time to time without giving effect to the Applicable Tranche Commitment of such that Defaulting LenderBank with respect to each Applicable Tranche; provided, provided that, (i) each such reallocation shall be given effect only if, at the initial date thereoftime of any such reallocation, no Default or Event of Unmatured Default shall have occurred exists; and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender Bank to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line the Applicable Tranche Swingline Loans shall not exceed the positive difference, if any, between of: (1) the New Vehicle Floorplan Applicable Tranche Commitment of that non-Defaulting Bank minus (2) the sum of (A) the aggregate outstanding amount of the Applicable Tranche Revolving Loans of that Bank plus (B) the aggregate outstanding amount of existing Applicable Tranche Swingline Loans of that Bank under the respective Applicable Tranche minus (C) the aggregate principal amount of participating interests acquired (whether or not funded) in that Bank’s existing outstanding Applicable Tranche Swingline Loans by other non-Defaulting Banks minus (D) the aggregate principal amount of participating interests acquired and funded in that Bank’s existing outstanding Applicable Tranche Swingline Loans by Defaulting Banks plus (E) the aggregate principal amount of participating interests acquired (whether or not funded) by that Bank in other existing outstanding Applicable Tranche Swingline Loans of other Banks under that Applicable Tranche. Subject to Section 11.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such LenderBank’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which under the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentRevolving Credit Facility, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Japanese Yen Loans, Swingline Loans or Used Vehicle Floorplan Swing Line Loans Fronted Letters of Credit pursuant to Sections 2.03 Section 2.2(b), Section 2.3(b) and 2.08Section 3.4, the “Applicable Revolving Commitment Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at provided that the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to issue, acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Japanese Yen Loans, Fronted Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, between of (1A) the New Vehicle Floorplan Revolving Credit Commitment of such that non-Defaulting Lender and minus (2B) the aggregate Outstanding Amount outstanding principal amount of the New Vehicle Floorplan Committed Revolving Credit Loans of such Lender, plus such Lender’s Applicable Percentage that Lender and the L/C Obligations of that Lender with respect to Several Letters of Credit and funded participations in Fronted Letters of Credit and Japanese Yen Loans. Solely to the Outstanding Amount extent that a Defaulting Lender is a Participating Lender with respect to any Several Letter of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all casesCredit, the obligation foregoing provisions with respect to the obligations of each non-Defaulting Lender Lenders to acquire, refinance acquire or fund participations in Used Vehicle Floorplan Swing Line Loans Fronted Letters of Credit from the Issuing Lender for such Fronted Letter of Credit shall not exceed be applicable mutatis mutandis to the positive differencedetermination of their obligations to acquire or fund participations in such Several Letter of Credit from the L/C Agent acting as Several Issuing Lender for such Defaulting Lender with respect to such Several Letter of Credit (i.e., if anysubject to the proviso above, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and Lenders shall be obligated to acquire or fund such participations from the L/C Agent to the extent of their Revolving Commitment Percentages (2as adjusted hereby) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans obligations of such Defaulting Lender to the L/C Agent as a Participating Lender in respect of such Several Letter of Credit). For the avoidance of doubt, in no event at any time, after giving effect to this Section 4.16(c), shall any Lender’s aggregate outstanding principal amount of Loans, plus aggregate amount of L/C Obligations and aggregate amount of participation obligations with respect to Swingline Loans and Japanese Yen Loans exceed such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation)Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Multicurrency Revolving Credit Lender that is a Defaulting Lender as to which the New Vehicle Swing Line Lender Lender, all or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment any part of such Defaulting Lender; provided, that, ’s participation in L/C Obligations in respect of Multicurrency Letters of Credit shall be reallocated among the Non-Defaulting Lenders that are Multicurrency Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages (icalculated without regard to such Defaulting Lender’s Multicurrency Revolving Credit Commitment) each but only to the extent that such reallocation shall be given effect only if, at does not cause the initial date thereof, no Default or Event aggregate Multicurrency Revolving Credit Exposure of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each nonany Non-Defaulting Lender that is a Multicurrency Revolving Credit Lender to acquireexceed such Non-Defaulting Lender’s Multicurrency Revolving Credit Commitment. During any period in which there is a USD Revolving Credit Lender that is a Defaulting Lender, refinance all or fund participations any part of such Defaulting Lender’s participation in New Vehicle Floorplan L/C Obligations in respect of USD Letters of Credit and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders that are USD Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages (calculated without regard to such Defaulting Lender’s USD Revolving Credit Commitment) but only to the extent that such reallocation does not exceed cause the positive difference, if any, between (1) the New Vehicle Floorplan Commitment aggregate USD Revolving Credit Exposure of such nonany Non-Defaulting Lender and (2) the aggregate Outstanding Amount that is a USD Revolving Credit Lender to exceed such Non-Defaulting Lender’s USD Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of the New Vehicle Floorplan Committed Loans any claim of such any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, plus such Lender’s Applicable Percentage including any claim of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each nona Non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment as a result of such nonNon-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agentthat is a Revolving Credit Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender that is a Revolving Credit Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of the Revolving Credit Facility of each such non-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided, provided that, (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists (provided that on any date thereafter during such period, to the extent that such Default or Event of Default has been cured or waived, such reallocation shall have occurred occur on such later date); and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Revolving Credit Commitment of such that non-Defaulting Lender and minus (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Credit Loans of such that Lender. Subject to Section 10.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, plus such Lender’s Applicable Percentage including any claim of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each a non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment as a result of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender▇▇▇▇▇▇’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any period outstanding LC Exposure of such Defaulting Lender: (A) the LC Exposure of such Defaulting Lender will, subject to the limitation in which there is the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders of the applicable Class pro rata in accordance with their respective Commitments of such Class; provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Exposure and total LC Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as to which in effect at the New Vehicle Swing Line time of such reallocation and (b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender, and (B) to the Used Vehicle Swing Line Lender extent that any portion (as applicablethe “unreallocated portion”) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender Defaulting Lender’s LC Exposure cannot be so reallocated, whether by reason of the proviso in clause (A) above or otherwise, the Used Vehicle Swing Line Lender Borrower will, not later than two Business Days after demand by the Administrative Agent (as applicableat the direction of any Issuing Bank), (a) Cash Collateralize the obligations of the Borrower to the applicable Issuing Banks in respect of such LC Exposure in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure, or (b) make other arrangements satisfactory to the Administrative Agent, for purposes and to the applicable Issuing Banks, in their sole discretion, to protect them against the risk of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of payment by such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Letters of Credit and Swingline Loans pursuant to Sections 2.03 Section 2.04 and 2.08Section 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the RC Facility Commitment of such that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at provided that the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Letters of Credit and Swingline Loans shall not at any time exceed the positive difference, if any, between of (1) the New Vehicle Floorplan RC Facility Commitment of that non-Defaulting Lender minus (2) the aggregate LC Exposure and Swingline Exposure of that Lender; provided that no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from such Defaulting Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender Lender’s increased exposure following such reallocation. If the reallocation provided for in the preceding sentence cannot, or can only partially, be effected, the Borrower shall, without prejudice to any other right or remedy available to it hereunder or under applicable Requirements of Law (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated in accordance herewith and (2B) second, Cash Collateralize for the benefit of the applicable Issuing Banks the portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance herewith, for so long as such unreallocated LC Exposure is outstanding. Cash Collateral (or the appropriate portion thereof) provided to reduce LC Exposure shall be released promptly following (A) the aggregate Outstanding Amount elimination of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage applicable LC Exposure (including by the termination of the Outstanding Amount Defaulting Lender status of all other New Vehicle Floorplan Swing Line Loans the applicable Lender (prior to giving effect to such reallocationor, as appropriate, its assignee following compliance with Section 2.19), ) or (iiiB) in all cases, the obligation Administrative Agent’s good faith determination that there exists excess cash collateral (including as a result of each any subsequent reallocation of Swingline Exposure and LC Exposure among non-Defaulting Lender to acquire, refinance or fund participations Lenders in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between accordance with this clause (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocationiv)).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender an L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 Sections 2.03, 2.04, 2.07 or 2.082.12, then upon the request of the New Vehicle Swing Line Lender an L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.03, 2.04, 2.07, 2.12 or 2.28, the “Applicable Percentage”, “Applicable Revolving Percentage”, “Applicable New Vehicle Floorplan Percentage” and “Applicable Used Vehicle Floorplan Percentage”, as the case may be, of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; and (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), in each case, with respect to the applicable Facility.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit, Revolving Swing Line Loans, New Vehicle Floorplan Swing Line Loans or and Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 2.03, 2.04, 2.07 and 2.082.12, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Revolving Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of such non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Committed Loans of that Lender, (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and minus (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), and (iii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between of (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and minus (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender. Subject to Section 10.21, plus no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s Applicable Percentage of increased exposure following such reallocation. If the Outstanding Amount of all other Used Vehicle Floorplan reallocation described above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (prior to giving effect to such reallocation)y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.26.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any period outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (A) the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in which there is the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Commitments; provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Exposure, total Swingline Exposure and total LC Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as to which in effect at the New Vehicle Swing Line time of such reallocation and (b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; and (B) to the Used Vehicle Swing Line extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the proviso in clause (A) above or otherwise, the Borrower will, not later than two Business Days after demand by the Administrative Agent (at the direction of any Issuing Bank and/or the Swingline Lender, as the case may be), (a) Cash Collateralize the obligations of the Borrower to the applicable Issuing Banks and/or the Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (as applicableb) has not received Cash Collateral pursuant in the case of such Swingline Exposure, prepay (subject to Section 2.03 2.22(a)(ii) above) in full the unreallocated portion thereof or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicablec) make other arrangements satisfactory to the Administrative Agent, for purposes and to the applicable Issuing Banks and the Swingline Lender, as the case may be, in their sole discretion to protect them against the risk of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of payment by such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Japanese Yen Loans, Swingline Loans or Used Vehicle Floorplan Swing Line Loans Fronted Letters of Credit pursuant to Sections 2.03 Section 2.2(b), Section 2.3(b) and 2.08Section 3.4, the “Applicable Commitment Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, no Default or Event of Default shall have occurred exists and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to issue, acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Japanese Yen Loans, Fronted Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, between of (1A) the New Vehicle Floorplan Commitment of such that non-Defaulting Lender and minus (2B) the aggregate Outstanding Amount outstanding principal amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage that Lender and the L/C Obligations of that Lender with respect to Several Letters of Credit and funded participations in Fronted Letters of Credit and Japanese Yen Loans. Solely to the Outstanding Amount extent that a Defaulting Lender is a Participating Lender with respect to any Several Letter of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all casesCredit, the obligation foregoing provisions with respect to the obligations of each non-Defaulting Lender Lenders to acquire, refinance acquire or fund participations in Used Vehicle Floorplan Swing Line Loans Fronted Letters of Credit from the Issuing Lender for such Fronted Letter of Credit shall not exceed be applicable mutatis mutandis to the positive differencedetermination of their obligations to acquire or fund participations in such Several Letter of Credit from the L/C Agent acting as Several Issuing Lender for such Defaulting Lender with respect to such Several Letter of Credit (i.e., if anysubject to the proviso above, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and Lenders shall be obligated to acquire or fund such participations from the L/C Agent to the extent of their Commitment Percentages (2as adjusted hereby) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans obligations of such Defaulting Lender to the L/C Agent as a Participating Lender in respect of such Several Letter of Credit). For the avoidance of doubt, in no event at any time, after giving effect to this Section 4.16(c), shall any Lender’s aggregate outstanding principal amount of Loans, plus aggregate amount of L/C Obligations and aggregate amount of participation obligations with respect to Swingline Loans and Japanese Yen Loans exceed such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation)Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender an L/C Issuer, an Existing L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant acceptable to Section 2.03 or 2.08it in respect of the related participation and funding obligations of such Defaulting Lender, then upon the request of the New Vehicle Swing Line Lender an L/C Issuer, an Existing L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), and (ii) each such reallocation shall be given effect only if, at the initial date of such reallocation, no Default or Event of Default shall have occurred or be continuing. A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing Line Loans or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (x) the Administrative Agent, (y) the L/C Issuers, the Existing L/C Issuers, the Swing Line Lender and any other Lender as to which a delinquent obligation was owed, and (z) in the case of the failure to fund any Loan, the Company, shall have determined (and notified the Administrative Agent) that they are satisfied, in their sole discretion, that such Defaulting Lender intends to continue to perform its obligations as a Lender hereunder and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder. No reference in this subsection to an event being “cured” shall by itself preclude any claim by any Person against any Lender that becomes a Defaulting Lender for such direct damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such Lender’s status as a Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request in respect of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentRevolving Credit Facility, for purposes of computing the amount of the obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” and “Applicable Revolving Credit Percentage” of each non-Revolving Credit Lender that is not a Defaulting Lender in respect of the Revolving Credit Facility shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default shall have occurred exists; and be continuing; (ii) in all cases, the aggregate obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, between of (1x) the New Vehicle Floorplan Revolving Credit Commitment of such non-that Revolving Credit Lender that is not a Defaulting Lender and minus (2y) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Credit Loans of such Lender, Revolving Credit Lender plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, L/C Obligations plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation)Loans.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting LenderLender in either the numerator or the denominator; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Credit Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation). For avoidance of doubt, this Section 2.18(c) will operate for the benefit of the L/C Issuer and the Swing Line Lender notwithstanding the fact that a Letter of Credit is issued or a Swing Line Loan is made at the time that one or more Defaulting Lenders exist hereunder (regardless of whether the L/C Issuer or the Swing Line Lender has notice thereof). Notwithstanding any provision contained herein to the contrary, during any period in which a Default or Event of Default has occurred and is continuing the provisions of this Section 2.18(c) shall not apply. A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing Line Loans or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent and each of the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (w) the Administrative Agent, (x) the L/C Issuer, (y) the Swing Line Lender and any other Lender as to which a delinquent obligation was owed, and (z) the Borrower, shall have determined (and notified the Administrative Agent) that they are satisfied, in their sole discretion, that such Defaulting Lender intends to continue to perform its obligations as a Lender hereunder and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder. No reference in this subsection to an event being “cured” shall by itself preclude any claim by any Person against any Lender that becomes a Defaulting Lender for such damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such Lender’s status as a Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During (A) All or any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment part of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred ’s participation in Facility A L/C Obligations and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed be reallocated among the positive difference, if any, between Non-Defaulting Lenders that are Revolving A Lenders in accordance with their respective Applicable Revolving A Credit Percentages (1calculated without regard to such Defaulting Lender’s Revolving A Credit Commitment) but only to the extent that (x) the New Vehicle Floorplan Commitment conditions set forth in Section 4.02 are satisfied at the time of such nonreallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving A Credit Exposure of any Non-Defaulting Lender and (2) the aggregate Outstanding Amount that is a Revolving A Lender to exceed such Non-Defaulting Lender’s Revolving A Credit Commitment. No reallocation hereunder shall constitute a waiver or release of the New Vehicle Floorplan Committed Loans any claim of such any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, plus such Lender’s Applicable Percentage including any claim of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each nona Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. (B) All or any part of such Defaulting Lender’s participation in Facility ▇ ▇/C Obligations shall be reallocated among the Non-Defaulting Lenders that are Revolving B Lenders in accordance with their respective Applicable Revolving B Credit Percentages (calculated without regard to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed such Defaulting Lender’s Revolving B Credit Commitment) but only to the positive difference, if any, between extent that (1x) the Used Vehicle Floorplan Commitment conditions set forth in Section 4.02 are satisfied at the time of such nonreallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving B Credit Exposure of any Non-Defaulting Lender and (2) the aggregate Outstanding Amount that is a Revolving B Lender to exceed such Non-Defaulting Lender’s Revolving B Credit Commitment. No reallocation hereunder shall constitute a waiver or release of the Used Vehicle Floorplan Committed Loans any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Lender, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, 2.04 the “Applicable Percentage” Percentage of each non-Defaulting Lender shall that is a Lender will be computed without giving effect to the Commitment of such that Defaulting Lender; provided, that, (iA) each such reallocation shall will be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, no Default or Event of Default shall have occurred exists and (B) each such reallocation will be continuing; (ii) in all casesgiven effect only to the extent that, the obligation of after giving effect to such reallocation, each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall Lender’s Applicable Percentage of the Defaulting Lender’s aggregate Fronting Exposure will not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of such that non-Defaulting Lender and minus (2) the sum of (x) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such that non-Defaulting Lender, plus such (y) that non-Defaulting Lender’s Applicable Percentage of the then Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans any L/C Obligations, and (prior to giving effect to such reallocation), (iiiz) in all cases, the obligation of each that non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the then Outstanding Amount of all other Used Vehicle Floorplan any Swing Line Loans (prior to giving effect to such reallocation)Loans.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) any L/C Issuer has not received Cash Collateral pursuant cash collateral or other credit support acceptable to Section 2.03 or 2.08it in respect of the related participation and funding obligations of such Defaulting Lender, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) applicable L/C Issuer to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Letters of Credit pursuant to Sections 2.03 and 2.08Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation). A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent and the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (x) the Administrative Agent, (y) each L/C Issuer and any other Lender as to which a delinquent obligation was owed, and (z) in all casesthe case of the failure to fund any Loan, the obligation of each non-Borrower, shall have determined (and notified the Administrative Agent) that they are satisfied, in their sole discretion, that such Defaulting Lender intends to acquirecontinue to perform its obligations as a Lender hereunder and has all approvals required to enable it, refinance or fund participations to continue to perform its obligations as a Lender hereunder. No reference in Used Vehicle Floorplan Swing Line Loans this subsection to an event being “cured” shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-by itself preclude any claim by any Person against any Lender that becomes a Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of for such Lender, plus direct damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation)status as a Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, (A) the LC Exposure and Swingline Exposure (if any) of such Defaulting Lender will automatically be reallocated (effective no later than one Business day after the Administrative Agent has actual knowledge that such Lender has become a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Commitments (calculated as if the Defaulting Lender’s Commitment was reduced to zero and each non-Defaulting Lender’s Commitment had been increased proportionately); provided that the sum of such Non-Defaulting Lender’s exposure may not in any event exceed the Commitment of such Lender as to which in effect at the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender time of such reallocation; and (as applicableB) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Swingline Loans pursuant to Sections 2.03 2.04 and 2.082.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, no Default or Event of Default shall have occurred exists; and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of such that non-Defaulting Lender and minus (2) the aggregate Outstanding Amount outstanding amount of the New Vehicle Floorplan Committed Loans of such that Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant or other credit support acceptable to Section 2.03 or 2.08it in respect of the related participation and funding obligations of such Defaulting Lender, then upon the request of the New Vehicle Swing Line Lender L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation). A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing Line Loans or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (x) the Administrative Agent, (y) the L/C Issuer, the Swing Line Lender and any other Lender as to which a delinquent obligation was owed, and (z) in the case of the failure to fund any Loan, the Company, shall have determined (and notified the Administrative Agent) that they are satisfied, in their sole discretion, that such Defaulting Lender intends to continue to perform its obligations as a Lender hereunder and has all approvals required to enable it to continue to perform its obligations as a Lender hereunder. No reference in this subsection to an event being “cured” shall by itself preclude any claim by any Person against any Lender that becomes a Defaulting Lender for such direct damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such Lender’s status as a Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (A) no Default exists and (B) such reallocation does not cause the Outstanding Amount of any Non-Defaulting Lender’s Loans plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans to exceed such Non-Defaulting Lender’s Commitment. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of each nonNon-Defaulting Lender shall be computed without giving effect to the Commitment of such that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof. Subject to Section 10.20, no Default reallocation hereunder shall constitute a waiver or Event release of Default shall have occurred and be continuing; (ii) in all casesany claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, the obligation including any claim of each nona Non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment as a result of such nonNon-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant or other credit support acceptable to Section 2.03 or 2.08it in respect of the related participation and funding obligations of such Defaulting Lender, then upon the request of the New Vehicle Swing Line Lender L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation). A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing Line Loans or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (x) the Administrative Agent, (y) the L/C Issuer, the Swing Line Lender and any other Lender as to which a delinquent obligation was owed, and (z) in the case of the failure to fund any Loan, the Borrower, shall have determined (and notified the Administrative Agent) that they are satisfied, in their sole discretion, that such Defaulting Lender intends to continue to perform its obligations as a Lender hereunder and has all approvals required to enable it to continue to perform its obligations as a Lender hereunder. No reference in this subsection to an event being “cured” shall by itself preclude any claim by any Person against any Lender that becomes a Defaulting Lender for such direct damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such Lender’s status as a Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit, Revolving Swing Line Loans, New Vehicle Floorplan Swing Line Loans or and Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 2.03, 2.04, 2.07 and 2.082.12, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Revolving Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of such non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Committed Loans of that Lender, (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and minus (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), and (iii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between of (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and minus (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender. Subject to Section 10.21, plus no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such LenderNon-Defaulting ▇▇▇▇▇▇’s Applicable Percentage of increased exposure following such reallocation. If the Outstanding Amount of all other Used Vehicle Floorplan reallocation described above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (prior to giving effect to such reallocation)y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.26.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Letters of Credit pursuant to Sections 2.03 2.04 and 2.082.05, the “Applicable Revolving Facility Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such that Defaulting Lender; provided, provided that, (i) each such reallocation shall be given effect only if, to the extent that the conditions set forth in Section 4.01 are satisfied at the initial date thereoftime of such reallocation (and, no Default or Event of Default unless the Borrowers shall have occurred otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and be continuing; warranted that such conditions are satisfied at such time), and (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of such that non-Defaulting Lender and minus (2) the aggregate Outstanding Amount Revolving Facility Credit Exposure of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each that non-Defaulting Lender Lender. If the reallocation described above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to acquireany right or remedy available to it hereunder or under law, refinance or fund participations Cash Collateralize the L/C Issuer’s Fronting Exposure in Used Vehicle Floorplan Swing Line Loans accordance with the procedures set forth in Section 2.05(g). If the reallocation described above can be effected, the Borrowers shall not exceed be required to Cash Collateralize the positive differenceL/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.05(g). No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, if any, between (1) the Used Vehicle Floorplan Commitment including any claim of such nona Non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans as a result of such Lender, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During All or any period part of such Defaulting Lender’s participation in which there is a Defaulting Lender as to which the New Vehicle L/C Obligations and Domestic Swing Line Lender or Loans shall be reallocated among the Used Vehicle Revolving A Lenders that are non-Defaulting Lenders in accordance with their respective Applicable Percentages in respect of the Revolving A Commitments (calculated without regard to such Defaulting Lender’s Revolving A Commitment) but only to the extent that such reallocation does not cause the aggregate Outstanding Amount of Revolving A Loans and participations in L/C Obligations and Domestic Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request Loans of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each any non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each exceed such non-Defaulting Lender shall be computed without giving effect to the Commitment Lender’s Revolving A Commitment. All or any part of such Defaulting Lender; provided, that, ’s participation in Foreign Swing Line Loans shall be reallocated among the Revolving B Lenders that are non-Defaulting Lenders in accordance with their respective Applicable Percentages in respect of the Revolving B Commitments (icalculated without regard to such Defaulting Lender’s Revolving B Commitment) each but only to the extent that such reallocation shall be given effect only if, at does not cause the initial date thereof, no Default or Event aggregate Outstanding Amount of Default shall have occurred Revolving B Loans and be continuing; (ii) participations in all cases, the obligation Foreign Swing Line Loans of each any non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender’s Revolving B Commitment. Subject to Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, plus such Lender’s Applicable Percentage including any claim of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each nona Non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment as a result of such nonNon-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender▇▇▇▇▇▇’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Letters of Credit pursuant to Sections 2.03 and 2.08Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such that Defaulting Lender; provided, thathowever, that (iA) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, no Default or Event of Default shall have occurred exists; and be continuing; (iiB) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit shall not no t exceed the positive differenceamount, if any, between by which (1) the New Vehicle Floorplan maximum amount of the Commitment of such that non-Defaulting Lender and from time to time in effect, shall exceed (2) the sum of the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of that Lender, plus that Lender’s pro rata share of the Outstanding Amount of all L/C Obligations.Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Outstanding Amount of the Revolving Credit Loans of any Non-Defaulting Lender, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such LenderL/C Obligations, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Swingline Loans (prior to giving effect to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Letters of Credit and Swingline Loans pursuant to Sections 2.03 Section 2.04 and 2.08Section 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at provided that the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Letters of Credit and Swingline Loans shall not at any time exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of that non-Defaulting Lender minus (2) the Aggregate Exposure of that Lender; provided that no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from such Defaulting Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender Lender’s increased exposure following such reallocation. If the reallocation provided for in the preceding sentence cannot, or can only partially, be effected, the applicable Borrowers shall, without prejudice to any other right or remedy available to it hereunder or under applicable Requirements of Law (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated in accordance herewith and (2B) second, Cash Collateralize for the benefit of the applicable Issuing Banks the portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance herewith, for so long as such unreallocated LC Exposure is outstanding. Cash Collateral (or the appropriate portion thereof) provided to reduce LC Exposure shall be released promptly following (A) the aggregate Outstanding Amount elimination of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage applicable LC Exposure (including by the termination of the Outstanding Amount Defaulting Lender status of all other New Vehicle Floorplan Swing Line Loans the applicable Lender (prior to giving effect to such reallocationor, as appropriate, its assignee following compliance with Section 2.19), ) or (iiiB) in all cases, the obligation Administrative Agent’s good faith determination that there exists excess cash collateral (including as a result of each any subsequent reallocation of Swingline Exposure and LC Exposure among non-Defaulting Lender to acquire, refinance or fund participations Lenders in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between accordance with this clause (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocationiv)).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting LenderLender in either the numerator or the denominator; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Credit Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation). For the avoidance of doubt, this Section 2.18(c) will operate for the benefit of the L/C Issuer and the Swing Line Lender notwithstanding the fact that a Letter of Credit is issued or a Swing Line Loan is made at the time that one or more Defaulting Lenders exist hereunder (regardless of whether the L/C Issuer or the Swing Line Lender has notice thereof). Notwithstanding any provision contained herein to the contrary, during any period in which a Default or Event of Default has occurred and is continuing the provisions of this Section 2.18(c) shall not apply. A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing Line Loans or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent and each of the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (w) the Administrative Agent, (x) the L/C Issuer, (y) the Swing Line Lender and any other Lender as to which a delinquent obligation was owed, and (z) the Borrower, shall have determined (and notified the Administrative Agent) that they are satisfied, in their sole discretion, that such Defaulting Lender intends to continue to perform its obligations as a Lender hereunder and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder. No reference in this subsection to an event being “cured” shall by itself preclude any claim by any Person against any Lender that becomes a Defaulting Lender for such damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such Lender’s status as a Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Fronted Letters of Credit pursuant to Sections 2.03 Section 2.04 and 2.08Section 2.03(c), respectively, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender the conditions set forth in Section 4.02(b) (as if a new Letter of Credit were being requested) and Section 4.02(c) are satisfied at the time of such reallocation (and, no Default or Event of Default unless the Borrower shall have occurred otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and be continuing; warranted that such conditions are satisfied at such time), and (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to issue, acquire, refinance or fund participations in New Vehicle Floorplan Fronted Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, between of (1A) the New Vehicle Floorplan Commitment of such that non-Defaulting Lender and minus (2B) the aggregate Outstanding Amount outstanding principal amount of the New Vehicle Floorplan Committed Loans of such that Lender, plus such Lender’s Applicable Percentage . Solely to the extent that a Defaulting Lender is a Participating Bank with respect to any Several Letter of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all casesCredit, the obligation foregoing provisions with respect to the obligations of each non-Defaulting Lender Lenders to acquire, refinance acquire or fund participations in Used Vehicle Floorplan Swing Line Loans Fronted Letters of Credit from the Fronting Bank for such Fronted Letter of Credit shall not exceed be applicable mutatis mutandis to the positive differencedetermination of their obligations to acquire or fund participations in such Several Letter of Credit from the Lender which acted as Fronting Bank for such Defaulting Lender with respect to such Several Letter of Credit (i.e., if anysubject to the proviso above, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and Lenders shall be obligated to acquire or fund such participations from the applicable Fronting Bank to the extent of their Applicable Percentages (2as adjusted hereby) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans obligations of such LenderDefaulting Lender to the applicable Fronting Bank in respect of such Several Letter of Credit). (d) Cash Collateral for Letters of Credit. Promptly on demand by the Fronting Banks or the Administrative Agent from time to time, plus such Lender’s Applicable Percentage of the Outstanding Amount of Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all other Used Vehicle Floorplan Swing Line Loans Fronting Exposure with respect to the Fronting Banks (prior to after giving effect to Section 2.15(c)) on terms reasonably satisfactory to the Administrative Agent and the Fronting Banks. Any such reallocation).Cash Collateral shall be deposited in a separate account with the Administrative Agent, subject to the exclusive dominion and control of the Administrative Agent, as collateral (solely for the benefit of the Fronting Banks) for the payment and performance 58 13227198v7 27112.00011

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, (A) the LC Exposure and Swingline Exposure (if any) of such Defaulting Lender will automatically be reallocated (effective no later than one Business day after the Administrative Agent has actual knowledge that such Lender has become a Defaulting Lender) among the non-Defaulting Lenders pro rata in accordance with their respective Commitments (calculated as if the Defaulting Lender’s Commitment was reduced to zero and each non-Defaulting Lender’s Commitment had been increased proportionately); provided that the sum of such non-Defaulting Lender’s exposure may not in any event exceed the Commitment of such Lender as to which in effect at the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender time of such reallocation; and (as applicableB) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Swingline Loans pursuant to Sections 2.03 2.04 and 2.082.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, no Default or Event of Default shall have occurred exists; and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Loans of that Lender. Subject to Section 9.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. (A) During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, (x) no Default or Event of Default exists and (y) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have occurred been true and be continuingcorrect in all material respects as of such earlier date; and (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of such that non-Defaulting Lender and minus (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Credit Loans of such that Lender; and (B) If the reallocation described in clause (A) above cannot, plus such Lender’s Applicable Percentage of or can only partially, be effected, the Outstanding Amount of all other New Vehicle Floorplan Borrower shall (i) first, within one Business Day following notice by the Administrative Agent, prepay any outstanding Swing Line Loans to the extent the Revolving Credit Commitments related thereto have not been reallocated pursuant to clause (prior to A) above and (ii) second, within three Business Days following notice by the Administrative Agent, shall provide Cash Collateral for such Defaulting Lender’s “Applicable Percentage” of the Letter of Credit and all other L/C Obligations (after giving effect to any partial reallocation pursuant to clause (A) above) for so long as such reallocation), Letter of Credit and all other Obligations are outstanding; (iiiC) in all cases, the obligation of each If a non-Defaulting Lender Lender’s “Applicable Percentage” is reallocated pursuant to acquireclause (A) above, refinance or fund participations the fees payable to the Lenders pursuant to Section 2.09 shall be adjusted in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of accordance with such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation)adjusted Commitment.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any period outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (A) the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in which there is the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Commitments; provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Exposure, total Swingline Exposure and total LC Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as to which in effect at the New Vehicle Swing Line time of such reallocation and (b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; and (B) to the Used Vehicle Swing Line extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s LC Exposure and Swingline Exposure cannot be so reallocated, whether by reason of the proviso in clause (A) above or otherwise, the Borrower will, not later than two Business Days after demand by the Administrative Agent (at the direction of any Issuing Bank and/or the Swingline Lender, as the case may be), (a) Cash Collateralize the obligations of the Borrower to the applicable Issuing Banks and/or the Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (as applicableb) has not received Cash Collateral pursuant in the case of such Swingline Exposure, prepay (subject to Section 2.03 2.23(a)(ii) above) in full the unreallocated portion thereof or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicablec) make other arrangements satisfactory to the Administrative Agent, for purposes and to the applicable Issuing Banks and the Swingline Lender, as the case may be, in their sole discretion to protect them against the risk of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of payment by such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During If any period in which there is Swingline Exposure or LC Exposure exists at the time such Revolving Lender becomes a Defaulting Lender then, so long as no Event of Default has occurred and is continuing: (i) the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders of the applicable Revolving Facility in accordance with their respective Applicable Percentages but only to which the New Vehicle Swing Line Lender extent that such recollection does not cause any Non-Defaulting Lender’s Revolving Exposure to exceed such Non-Defaulting Lender’s Revolving Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Used Vehicle Swing Line Lender Borrower shall within one Business Day following notice by the Administrative Agent (as applicableA) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not received Cash Collateral been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks the portion of such Defaulting Lender’s LC Exposure with respect to the applicable Revolving Facility that has not been reallocated in accordance with the procedures set forth in Section 2.05 for so long as such LC Exposure is outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.03 or 2.082.12(b) with respect to such portion of such Defaulting Lender’s LC Exposure with respect to the applicable Revolving Facility for so long as such Defaulting Lender’s LC Exposure is cash collateralized; (iv) if any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above, then upon the request fees payable to the Lenders pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted to give effect to such reallocation; (v) if all or any portion of the New Vehicle Swing Line such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clauses (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender or the Used Vehicle Swing Line hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (as applicable) solely with respect to the Administrative Agent, for purposes portion of computing such Defaulting Lender’s Commitment utilized by such LC Exposure) and participation fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks of each applicable Class (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the obligation extent that such LC Exposure is reallocated and/or cash collateralized; and (vi) no reallocation hereunder shall constitute a waiver or release of each any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment as a result of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentBank, for purposes of computing the amount of the obligation of each non-Defaulting Lender Bank to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Applicable Tranche Swingline Loans pursuant to Sections 2.03 and 2.08Section 2.14, the “pro rata portion and Applicable Percentage” Percentage of each non-Defaulting Lender Bank shall be computed from time to time without giving effect to the Applicable Tranche Commitment of such that Defaulting LenderBank with respect to each Applicable Tranche; provided, provided that, (i) each such reallocation shall be given effect only if, at the initial date thereoftime of any such reallocation, no Default or Event of Unmatured Default shall have occurred exists; and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender Bank to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line the Applicable Tranche Swingline Loans shall not exceed the positive difference, if any, between of: (1) the New Vehicle Floorplan Applicable Tranche Commitment of that non-Defaulting Bank minus (2) the sum of (A) the aggregate outstanding amount of the Applicable Tranche Revolving Loans of that Bank plus (B) the aggregate outstanding amount of existing Applicable Tranche Swingline Loans of that Bank under the respective Applicable Tranche minus (C) the aggregate principal amount of participating Applicable Tranche Swingline Loans by other non-Defaulting Banks minus (D) the aggregate principal amount of participating interests acquired and funded in Defaulting Banks plus (E) the aggregate principal amount of participating interests acquired (whether or not funded) by that Bank in other existing outstanding Applicable Tranche Swingline Loans of other Banks under that Applicable Tranche. Subject to Section 11.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocationb), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During All or any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment part of such Defaulting Lender’s participations in Financial Letters of Credit, in Non-Financial Letters of Credit and in Swingline Loans shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Domestic Revolving Percentages or Applicable Global Revolving Percentages, as applicable (calculated without regard to such Defaulting Lender’s Commitment(s)); provided, that, (i) each any such reallocation shall be given effect (A) only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists, and (B) only to the extent that such reallocation does not exceed one (1) or more of (I) any excess of (1) the Domestic Revolving Commitment of that non-Defaulting Lender, minus (2) the sum of the Financial LC Exposure, Swingline Exposure and the aggregate principal amount of the outstanding Domestic Revolving Loans of that Lender, or (II) any excess of (1) the Global Revolving Commitment of that non-Defaulting Lender, minus (2) the sum of the Non-Financial LC Exposure and the aggregate principal amount of the outstanding Global Revolving Loans of that Lender. Subject to Section 9.19, no reallocation pursuant to this clause (a)(iv) shall have occurred and be continuing; (ii) in all casesconstitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, the obligation including any claim of each a non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment as a result of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Fronted Letters of Credit pursuant to Sections 2.03 Section 2.04 and 2.08Section 2.03(c), respectively, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender the conditions set forth in Section 4.02(b) (as if a new Letter of Credit were being requested) and Section 4.02(c) are satisfied at the time of such reallocation (and, no Default or Event of Default unless the Borrower shall have occurred otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and be continuing; warranted that such conditions are satisfied at such time), and (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to issue, acquire, refinance or fund participations in New Vehicle Floorplan Fronted Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, between of (1A) the New Vehicle Floorplan Commitment of such that non-Defaulting Lender and minus (2B) the aggregate Outstanding Amount outstanding principal amount of the New Vehicle Floorplan Committed Loans of that Lender. Solely to the extent that a Defaulting Lender is a Participating Bank with respect to any Several Letter of Credit, the foregoing provisions with respect to the obligations of non-Defaulting Lenders to acquire or fund participations in Fronted Letters of Credit from the Fronting Bank for such LenderFronted Letter of Credit shall be applicable mutatis mutandis to the determination of their obligations to acquire or fund participations in such Several Letter of Credit from the Lender which acted as Fronting Bank for such Defaulting Lender with respect to such Several Letter of Credit (i.e., plus subject to the proviso above, the non-Defaulting Lenders shall be obligated to acquire (d) Cash Collateral for Letters of Credit. Promptly on demand by the Fronting Banks or the Administrative Agent from time to time, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure with respect to the Fronting Banks (after giving effect to Section 2.15(c)) on terms reasonably satisfactory to the Administrative Agent and the Fronting Banks. Any such Cash Collateral shall be deposited in a separate account with the Administrative Agent, subject to the exclusive dominion and control of the Administrative Agent, as collateral (solely for the benefit of the Fronting Banks) for the payment and performance of each Defaulting Lender’s Applicable Percentage of outstanding L/C Obligations. Moneys in such account shall be applied by the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior Administrative Agent to giving effect to such reallocation), (iii) in all cases, reimburse the obligation of Fronting Banks immediately for each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of any drawing under any Letter of Credit which has not otherwise been reimbursed by the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans Borrower (prior to giving effect to including, without limitation, through a Loan) or such reallocation)Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During All or any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment part of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred ’s participation in L/C Obligations and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Domestic Swing Line Loans shall be reallocated among the Revolving A Lenders that are non‑Defaulting Lenders in accordance with their respective Applicable Percentages in respect of the Revolving A Commitments (calculated without regard to such Defaulting Lender’s Revolving A Commitment) but only to the extent that such reallocation does not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) cause the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving A Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan and participations in L/C Obligations and Domestic Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting any non‑Defaulting Lender to acquire, refinance exceed such non‑Defaulting Lender’s Revolving A Commitment. All or fund participations any part of such Defaulting Lender’s participation in Used Vehicle Floorplan Foreign Swing Line Loans shall be reallocated among the Revolving B Lenders that are non‑Defaulting Lenders in accordance with their respective Applicable Percentages in respect of the Revolving B Commitments (calculated without regard to such Defaulting Lender’s Revolving B Commitment) but only to the extent that such reallocation does not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) cause the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Revolving B Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan and participations in Foreign Swing Line Loans (prior of any non‑Defaulting Lender to giving effect exceed such non‑Defaulting Lender’s Revolving B Commitment. Subject to Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non‑Defaulting Lender as a result of such Non‑Defaulting Lender’s increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, (A) the LC Exposure and Swing Line Exposure (if any) of such Defaulting Lender will be reallocated (effective no later than one Business Day after the Senior Facility Agent has actual knowledge that such Lender has become a Defaulting Lender) among the non-Defaulting Lenders pro rata in accordance with their respective Commitments (calculated as if the Defaulting Lender’s Commitment was reduced to zero and each non-Defaulting Lender’s Commitment had been increased proportionately); provided that the sum of such non-Defaulting Lender’s exposure may not in any event exceed the Commitment of such Lender as to which in effect at the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender time of such reallocation; and (as applicableB) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 Section 2.04 and 2.082.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, no Default or Event of Default shall have occurred exists; and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Loans of that Lender. Subject to Section 10.18, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During During(iv) any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agentthat is a Revolving Credit Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender that is a Revolving Credit Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of the Revolving Credit Facility of each such non-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided, provided that, (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists (provided that on any date thereafter during such period, to the extent that such Default or Event of Default has been cured or waived, such reallocation shall have occurred occur on such later date); and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Revolving Credit Commitment of such that non-Defaulting Lender and minus (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Credit Loans of such that Lender. Subject to Section 10.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, plus such Lender’s Applicable Percentage including any claim of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each a non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment as a result of such non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation. Defaulting Lender Cure. If the Company, the Administrative Agent, Swing Line Lender(b) and (2) the aggregate Outstanding Amount L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the Used Vehicle Floorplan Committed effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Revolving Credit Loans of the other Lenders or take such Lender, plus such Lender’s Applicable Percentage other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of the Outstanding Amount of all other Used Vehicle Floorplan Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (prior to without giving effect to such reallocationSection 2.15(a)(iv).), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that ▇▇▇▇▇▇ was a Defaulting Lender; provided, further, that except to the extent - 97-

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During All or any period part of such Defaulting Lender’s participation in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender Loans or Letters of Credit shall be reallocated among the Used Vehicle Swing Line Lender Non-Defaulting Lenders in accordance with their respective Applicable Percentages (as applicablecalculated without regard to such Defaulting Lender’s Commitment) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative AgentAgent at such time, for purposes the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of computing the amount of the obligation of each nonany Non-Defaulting Lender to acquireexceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” including any claim of each nona Non-Defaulting Lender shall be computed without giving effect to the Commitment as a result of such Non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation. So long as any Lender is a Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Lender shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment be required to fund such portion of any Swing Line Loan that equals such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of such Swing Line Loan, and the Outstanding Amount L/C Issuers shall not be required to issue, amend or increase any Letter of Credit, unless they are satisfied (in their reasonable judgment) that the related exposure and the Defaulting Lender’s then outstanding Applicable Percentage of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, L/C Obligations will be 100% covered by the obligation Commitments of each the non-Defaulting Lender to acquireLenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(a), refinance or fund participations and participating interests in Used Vehicle Floorplan any newly made Swing Line Loans Loan or any newly issued or increased Letter of Credit shall be allocated among non- Defaulting Lenders in a manner consistent with Section 2.17(a) (and such Defaulting Lender shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocationparticipate therein).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request in respect of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentRevolving Credit Facility, for purposes of computing the amount of the obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Letters of Credit pursuant to Sections 2.03 and 2.08Section 2.03, the “Applicable Percentage” and “Applicable Revolving Credit Percentage” of each non-Revolving Credit Lender that is not a Defaulting Lender in respect of the Revolving Credit Facility shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default shall have occurred exists; and be continuing; (ii) in all cases, the aggregate obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit shall not exceed the positive difference, if any, between of (1x) the New Vehicle Floorplan Revolving Credit Commitment of such non-that Revolving Credit Lender that is not a Defaulting Lender and minus (2y) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Credit Loans of such Lender, Revolving Credit Lender plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior L/C Obligations. Subject to giving effect to such reallocation)Section 10.22, (iii) in all casesno reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, the obligation including any claim of each a non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment as a result of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender▇▇▇▇▇▇’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant or other credit support acceptable to Section 2.03 or 2.08it in respect of the related participation and funding obligations of such Defaulting Lender, then upon the request of the New Vehicle Swing Line Lender L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation). For the avoidance of doubt, this Section 2.16(d) will operate for the benefit of the L/C Issuer and the Swing Line Lender notwithstanding the fact that a Letter of Credit is issued or a Swing Line Loan is made at the time that one or more Defaulting Lenders exist hereunder (regardless of whether the L/C Issuer or the Swing Line Lender has notice thereof). Notwithstanding any provision contained herein to the contrary, during any period in which a Default or Event of Default has occurred and is continuing, the provisions of this Section 2.16(d) shall not apply. A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing Line Loans or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent and the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (w) the Administrative Agent, (x) the L/C Issuer, (y) the Swing Line Lender and any other Lender as to which a delinquent obligation was owed, and (z) in the case of the failure to fund any Loan, the Borrower, shall have determined (and notified the Administrative Agent) that they are satisfied, in their sole discretion, that such Defaulting Lender intends to continue to perform its obligations as a Lender hereunder and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder. No reference in this subsection to an event being “cured” shall by itself preclude any claim by any Person against any Lender that becomes a Defaulting Lender for such direct damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such Lender’s status as a Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Letters of Credit and Swingline Loans pursuant to Sections 2.03 Section 2.04 and 2.08Section 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at provided that the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Letters of Credit and Swingline Loans shall not at any time exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of that non-Defaulting Lender minus (2) the aggregate LC Exposure and SwinglineAggregate Exposure of that Lender; provided that no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from such Defaulting Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender Lender’s increased exposure following such reallocation. If the reallocation provided for in the preceding sentence cannot, or can only partially, be effected, the applicable Borrowers shall, without prejudice to any other right or remedy available to it hereunder or under applicable Requirements of Law (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated in accordance herewith and (2B) second, Cash Collateralize for the benefit of the applicable Issuing Banks the portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance herewith, for so long as such unreallocated LC Exposure is outstanding. Cash Collateral (or the appropriate portion thereof) provided to reduce LC Exposure shall be released promptly following (A) the aggregate Outstanding Amount elimination of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage applicable LC Exposure (including by the termination of the Outstanding Amount Defaulting Lender status of all other New Vehicle Floorplan Swing Line Loans the applicable Lender (prior to giving effect to such reallocationor, as appropriate, its assignee following compliance with Section 2.19), ) or (iiiB) in all cases, the obligation Administrative Agent’s good faith determination that there exists excess cash collateral (including as a result of each any subsequent reallocation of Swingline Exposure and LC Exposure among non-Defaulting Lender to acquire, refinance or fund participations Lenders in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between accordance with this clause (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocationiv)).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During All or any period part of such Defaulting Lender’s participation in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender Loans or Letters of Credit shall be reallocated among the Used Vehicle Swing Line Lender Non-Defaulting Lenders in accordance with their respective Applicable Percentages (as applicablecalculated without regard to such Defaulting Lender’s Commitment) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative AgentAgent at such time, for purposes the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of computing the amount of the obligation of each nonany Non-Defaulting Lender to acquireexceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” including any claim of each nona Non-Defaulting Lender shall be computed without giving effect to the Commitment as a result of such Non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation. So long as any Lender is a Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Lender shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment be required to fund such portion of any Swing Line Loan that equals such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of such Swing Line Loan, and the Outstanding Amount L/C Issuers shall not be required to issue, amend or increase any Letter of Credit, unless they are satisfied (in their reasonable judgment) that the related exposure and the Defaulting Lender’s then outstanding Applicable Percentage of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, L/C Obligations will be 100% covered by the obligation Commitments of each the non-Defaulting Lender to acquireLenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(a), refinance or fund participations and participating interests in Used Vehicle Floorplan any newly made Swing Line Loans Loan or any newly issued or increased Letter of Credit shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(a) (and such Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocationshall not participate therein).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. (i) During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant or other credit support acceptable to Section 2.03 or 2.08it in respect of the related participation and funding obligations of such Defaulting Lender, then upon the request of the New Vehicle Swing Line Lender L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation). For the avoidance of doubt, this Section 2.16(d) will operate for the benefit of the L/C Issuer and the Swing Line Lender notwithstanding the fact that a Letter of Credit is issued or a Swing Line Loan is made at the time that one or more Defaulting Lenders exist hereunder (regardless of whether the L/C Issuer or the Swing Line Lender has notice thereof). Notwithstanding any provision contained herein to the contrary, on and as of the date of such reallocation, the conditions specified in Sections 5.02(a) and (b) shall have been satisfied (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time). (ii) If the reallocation described in this Section 2.16(d) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lender’s fronting exposure and (y) second, Cash Collateralize the L/C Issuer’s fronting exposure in accordance with the procedures set forth in Section 2.15. A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing Line Loans or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent and the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (w) the Administrative Agent, (x) the L/C Issuer, (y) the Swing Line Lender and any other Lender as to which a delinquent obligation was owed, and (z) in the case of the failure to fund any Loan, the Borrower, shall have determined (and notified the Administrative Agent) that they are satisfied, in their sole discretion, that such Defaulting Lender intends to continue to perform its obligations as a Lender hereunder and has all approvals required to enable it to continue to perform its obligations as a Lender hereunder. No reallocation hereunder and no reference in this subsection to an event being “cured” shall preclude any claim by, or constitute a waiver or release of any claim of, any Person against any Lender that becomes a Defaulting Lender for such direct damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such Lender’s status as a Defaulting Lender or as a result of any non-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Fronted Letters of Credit pursuant to Sections 2.03 Section 2.04 and 2.08Section 2.03(c), respectively, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender the conditions set forth in Section 4.02(b) (as if a new Letter of Credit were being requested) and Section 4.02(c) are satisfied at the time of such reallocation (and, no Default or Event of Default unless the Borrower shall have occurred otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and be continuing; warranted that such conditions are satisfied at such time), and (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to issue, acquire, refinance or fund participations in New Vehicle Floorplan Fronted Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, between of (1A) the New Vehicle Floorplan Commitment of such that non-Defaulting Lender and minus (2B) the aggregate Outstanding Amount outstanding principal amount of the New Vehicle Floorplan Committed Loans of such that Lender, plus such Lender’s Applicable Percentage . Solely to the extent that a Defaulting Lender is a Participating Bank with respect to any Several Letter of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all casesCredit, the obligation foregoing provisions with respect to the obligations of each non-Defaulting Lender Lenders to acquire, refinance acquire or fund participations in Used Vehicle Floorplan Swing Line Loans Fronted Letters of Credit from the Fronting Bank for such Fronted Letter of Credit shall not exceed be applicable mutatis mutandis to the positive differencedetermination of their obligations to acquire or fund participations in such Several Letter of Credit from the Lender which acted as Fronting Bank for such Defaulting Lender with respect to such Several Letter of Credit (i.e., if anysubject to the proviso above, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and Lenders shall be obligated to acquire or fund such participations from the applicable Fronting Bank to the extent of their Applicable Percentages (2as adjusted hereby) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans obligations of such Lender, plus Defaulting Lender to the applicable Fronting Bank in respect of such Lender’s Applicable Percentage Several Letter of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocationCredit).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender Issuing Lenders or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant Back-Stop Arrangements acceptable to Section 2.03 or 2.08it in respect of the related participation and funding obligations of such Defaulting Lender, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 Section 2.4(b), Section 2.4(c) and 2.08Section 3.4, the “Applicable Revolving Credit Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Revolving Credit Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount Revolving Extension of the New Vehicle Floorplan Committed Loans Credit of such Lender. A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, plus such Lender’s Applicable Percentage as applicable, all Loans, participations in respect of the Outstanding Amount Letters of all other New Vehicle Floorplan Credit or Swing Line Loans or other amounts required to be funded or paid by it hereunder as to which it is delinquent (prior together, in each case, with such interest thereon as shall be required to giving effect be paid to such reallocationany Person as otherwise provided in this Agreement), (ii) the Administrative Agent and the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (v) the Administrative Agent, (w) each Issuing lender, (x) the Swing Line Lender, (y) any other Lender as to which a delinquent obligation was owed, and (z) in all casesthe case of the failure to fund any Loan, the obligation of each non-Borrower, shall have determined (and notified the Administrative Agent) that they are satisfied, in their sole discretion, that such Defaulting Lender intends to acquirecontinue to perform its obligations as a Lender hereunder and has all approvals required to enable it, refinance or fund participations to continue to perform its obligations as a Lender hereunder. No reference in Used Vehicle Floorplan Swing Line Loans this subsection to an event being “cured” shall not exceed preclude any claim by any Person (including the positive difference, if any, between (1Borrower) the Used Vehicle Floorplan Commitment of such non-against any Lender that becomes a Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of for such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect direct damages as may otherwise be available to such reallocation)Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gives rise to any Lender becoming a Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentBank, for purposes of computing the amount of the obligation of each non-Defaulting Lender Bank to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Applicable Tranche Swingline Loans pursuant to Sections 2.03 and 2.08Section 2.14, the pro rata portion and “Applicable Percentage” of each non-Defaulting Lender Bank shall be computed from time to time without giving effect to the Applicable Tranche Commitment of such that Defaulting LenderBank with respect to each Applicable Tranche; provided, provided that, (i) each such reallocation shall be given effect only if, at the initial date thereoftime of any such reallocation, no Default or Event of Unmatured Default shall have occurred exists; and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender Bank to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line the Applicable Tranche Swingline Loans shall not exceed the positive difference, if any, between of: (1) the New Vehicle Floorplan Applicable Tranche Commitment of that non-Defaulting Bank minus (2) the sum of (A) the aggregate outstanding amount of the Applicable Tranche Revolving Loans of that Bank plus (B) the aggregate outstanding amount of existing Applicable Tranche Swingline Loans of that Bank under the respective Applicable Tranche minus (C) the aggregate principal amount of participating interests acquired (whether or not funded) in that Bank’s existing outstanding Applicable Tranche Swingline Loans by other non-Defaulting Banks minus (D) the aggregate principal amount of participating interests acquired and funded in that Bank’s existing outstanding Applicable Tranche Swingline Loans by Defaulting Banks plus (E) the aggregate principal amount of participating 136129539 interests acquired (whether or not funded) by that Bank in other existing outstanding Applicable Tranche Swingline Loans of other Banks under that Applicable Tranche. Subject to Section 11.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a result of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such LenderBank’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender an L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant or other credit support acceptable to Section 2.03 or 2.08it in respect of the related participation and funding obligations of such Defaulting Lender, then upon the request of the New Vehicle Swing Line Lender such L/C Issuer or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Credit Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation). A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing Line Loans or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (x) the Administrative Agent, (y) the L/C Issuers, the Swing Line Lender and any other Lender as to which a delinquent obligation was owed, and (z) in the case of the failure to fund any Loan, the Borrower, shall have determined (and notified the Administrative Agent) that they are satisfied, in their reasonable discretion, that such Defaulting Lender intends to continue to perform its obligations as a Lender hereunder and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder. No reference in this subsection to an event being “cured” shall by itself preclude any claim by any Person against any Lender that becomes a Defaulting Lender for such direct damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such Lender’s status as a Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting LenderLender in either the numerator or the denominator; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation). For avoidance of doubt, this Section 2.18(c) will operate for the benefit of the L/C Issuer and the Swing Line Lender notwithstanding the fact that a Letter of Credit is issued or a Swing Line Loan is made at the time that one or more Defaulting Lenders exist hereunder (regardless of whether the L/C Issuer or the Swing Line Lender has notice thereof). Notwithstanding any provision contained herein to the contrary, during any period in which a Default or Event of Default has occurred and is continuing the provisions of this Section 2.18(c) shall not apply. A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing Line Loans or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to any Person as otherwise provided in this Agreement), (ii) the Appropriate Administrative Agent and each of the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (w) the Appropriate Administrative Agent (x) the L/C Issuer, (y) the Swing Line Lender and any other Lender as to which a delinquent obligation was owed, and (z) the Borrower, shall have determined (and notified the Appropriate Administrative Agent) that they are satisfied, in their sole discretion, that such Defaulting Lender intends to continue to perform its obligations as a Lender hereunder and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder. No reference in this subsection to an event being “cured” shall by itself preclude any claim by any Person against any Lender that becomes a Defaulting Lender for such damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such Lender’s status as a Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, no Default or Event of Default shall have occurred exists; and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of such that non-Defaulting Lender and minus (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of that Lender. All or any part of such Lender, plus such Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) participation in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan L/C Obligations and Swing Line Loans shall not exceed be reallocated among the positive difference, if any, between Non-Defaulting Lenders in accordance with their respective Applicable Percentages (1calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the Used Vehicle Floorplan Commitment conditions set forth in Section 4.02 are satisfied at the time of such nonreallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate principal amount of any Non-Defaulting Lender’s outstanding Committed Loans and such Non-Defaulting Lender’s participation in L/C Obligations and Swing Line Loans to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans as a result of such Lender, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Letters of Credit pursuant to Sections 2.03 and 2.08Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting LenderLender in either the numerator or the denominator; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Incremental Revolving Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation). For avoidance of doubt, this Section 2.18(c) will operate for the benefit of the L/C Issuer notwithstanding the fact that a Letter of Credit is issued at the time that one or more Defaulting Lenders exist hereunder (regardless of whether the L/C Issuer has notice thereof). Notwithstanding any provision contained herein to the contrary, during any period in which a Default or Event of Default has occurred and is continuing the provisions of this Section 2.18(c) shall not apply. A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent and each of the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (w) the Administrative Agent, (x) any L/C Issuer and any other Lender as to which a delinquent obligation was owed and (y) the Borrower, shall have determined (and notified the Administrative Agent) that they are satisfied, in all casestheir sole discretion, the obligation of each non-that such Defaulting Lender intends to acquirecontinue to perform its obligations as a Lender hereunder and has all approvals required to enable it, refinance or fund participations to continue to perform its obligations as a Lender hereunder. No reference in Used Vehicle Floorplan Swing Line Loans this subsection to an event being “cured” shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-by itself preclude any claim by any Person against any Lender that becomes a Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of for such Lender, plus damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation)status as a Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Letters of Credit pursuant to Sections 2.03 and 2.08Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting LenderLender in either the numerator or the denominator; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the aggregate Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation). For avoidance of doubt, this Section 2.18(c) will operate for the benefit of the L/C Issuer notwithstanding the fact that a Letter of Credit is issued at the time that one or more Defaulting Lenders exist hereunder (regardless of whether the L/C Issuer has notice thereof). Notwithstanding any provision contained herein to the contrary, during any period in which a Default or Event of Default has occurred and is continuing the provisions of this Section 2.18(c) shall not apply. A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, L/C Advances, participations in respect of Letters of Credit or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent and each of the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (w) the Administrative Agent, (x) any L/C Issuer and any other Lender as to which a delinquent obligation was owed and (y) the Borrower, shall have determined (and notified the Administrative Agent) that they are satisfied, in all casestheir sole discretion, the obligation of each non-that such Defaulting Lender intends to acquirecontinue to perform its obligations as a Lender hereunder and has all approvals required to enable it, refinance or fund participations to continue to perform its obligations as a Lender hereunder. No reference in Used Vehicle Floorplan Swing Line Loans this subsection to an event being “cured” shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-by itself preclude any claim by any Person against any Lender that becomes a Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of for such Lender, plus damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation)status as a Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit, Revolving Swing Line Loans, New Vehicle Floorplan Swing Line Loans or and Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 2.03, 2.04, 2.07 and 2.082.12, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Revolving Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of such non- Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Committed Loans of that Lender, (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and minus (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), and (iii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between of (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and minus (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender. Subject to Section 10.21, plus no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such LenderNon-Defaulting ▇▇▇▇▇▇’s Applicable Percentage of increased exposure following such reallocation. If the Outstanding Amount of all other Used Vehicle Floorplan reallocation described above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (prior to giving effect to such reallocation)y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.26.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During If any period in which there is Swingline Exposure or LC Exposure exists at the time such Revolving Lender becomes a Defaulting Lender then, so long as no Event of Default has occurred and is continuing: (i) the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders of the applicable Revolving Facility in accordance with their respective Applicable Percentages but only to which the New Vehicle Swing Line Lender extent that such recollection does not cause any Non-Defaulting Lender’s Revolving Exposure to exceed such Non-Defaulting Lender’s Revolving Commitments; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Used Vehicle Swing Line Lender Borrower shall within one Business Day following notice by the Administrative Agent (as applicableA) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not received Cash Collateral been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks the portion of such Defaulting Lender’s LC Exposure with respect to the applicable Revolving Facility that has not been reallocated in accordance with the procedures set forth in Section 2.05 for so long as such LC Exposure is outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.03 or 2.082.12(b) with respect to such portion of such Defaulting Lender’s LC Exposure with respect to the applicable Revolving Facility for so long as such Defaulting Lender’s LC Exposure is cash collateralized;[Reserved]. (iv) if any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above, then upon the request fees payable to the Lenders pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted to give effect to such reallocation; (v) if all or any portion of the New Vehicle Swing Line such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clauses (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender or the Used Vehicle Swing Line hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (as applicable) solely with respect to the Administrative Agent, for purposes portion of computing such Defaulting Lender’s Commitment utilized by such LC Exposure) and participation fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks of each applicable Class (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the obligation extent that such LC Exposure is reallocated and/or cash collateralized; and (vi) no reallocation hereunder shall constitute a waiver or release of each any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment as a result of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request in respect of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentRevolving Credit Facility, for purposes of computing the amount of the obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Letters of Credit pursuant to Sections 2.03 and 2.08Section 2.03, the “Applicable Percentage” and “Applicable Revolving Credit Percentage” of each non-Revolving Credit Lender that is not a Defaulting Lender in respect of the Revolving Credit Facility shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default shall have occurred exists; and be continuing; (ii) in all cases, the aggregate obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit shall not exceed the positive difference, if any, between of (1x) the New Vehicle Floorplan Revolving Credit Commitment of such non-that Revolving Credit Lender that is not a Defaulting Lender and minus (2y) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Credit Loans of such Lender, Revolving Credit Lender plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior L/C Obligations. Subject to giving effect to such reallocation)Section 10.22, (iii) in all casesno reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, the obligation including any claim of each a non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment as a result of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request in respect of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentRevolving Credit Facility, for purposes of computing the amount of the obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” and “Applicable Revolving Credit Percentage” of each non-Revolving Credit Lender that is not a Defaulting Lender in respect of the Revolving Credit Facility shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default shall have occurred exists; and be continuing; (ii) in all cases, the aggregate obligation of each non-Revolving Credit Lender that is not a Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, between of (1x) the New Vehicle Floorplan Revolving Credit Commitment of such non-that Revolving Credit Lender that is not a Defaulting Lender and minus (2y) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Credit Loans of such Lender, Revolving Credit Lender plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, L/C Obligations plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation)Loans.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agentunder any Facility, for purposes of computing the amount of the obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Letters of Credit under such Facility pursuant to Sections 2.03 Section 2.1(f), Section 2.1(g), and 2.08Section 2.10(e), the “Applicable PercentageMulticurrency Revolver Pro Rata Share”, “Revolver Pro Rata Share” and “USD Revolver Pro Rata Share”, as applicable, of each nonNon-Defaulting Lender under such Facility shall be computed without giving effect to the Multicurrency Revolving Commitment of such Defaulting LenderLender under such Facility; provided, that, provided that (i) each such reallocation under such Facility shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender under such Facility, no Unmatured Event of Default or Event of Default shall have occurred exists and be continuing; (ii) in all cases, the aggregate obligation of each nonNon-Defaulting Lender under such Facility to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit and Swing Line Loans under such Facility shall not exceed the positive difference, if any, between of (1A) the New Vehicle Floorplan Multicurrency Revolving Commitment of such nonthat Non-Defaulting Lender and under such Facility minus (2B) the aggregate Outstanding outstanding principal amountEffective Amount of the New Vehicle Floorplan Committed Multicurrency Revolving Loans of that Lender under such Facility. Subject to Section 12.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, plus such Lender’s Applicable Percentage including any claim of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each nona Non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment as a result of such nonNon-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any If a Lender becomes, and during the period in which there is it remains, a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08Lender, the “Applicable Percentage” of each non-Defaulting Lender following provisions shall be computed without giving effect apply with respect to the Commitment any outstanding LC Exposure and any outstanding Swingline Exposure of such Defaulting Lender: (A) the LC Exposure and the Swingline Exposure of such Defaulting Lender will, subject to the limitation in the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders of the applicable Class pro rata in accordance with their respective Commitments of such Class; provided, that, provided that (ia) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation sum of each nonNon-Defaulting Lender’s total Revolving Exposure, total Swingline Exposure and total LC Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender to acquire, refinance or fund participations as in New Vehicle Floorplan Swing Line Loans shall not exceed effect at the positive difference, if any, between (1) the New Vehicle Floorplan Commitment time of such nonreallocation and (b) neither such reallocation nor any payment by a Non-Defaulting Lender and pursuant thereto will constitute a waiver or release of any claim the Borrower, either Agent, any Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; and (2B) to the aggregate Outstanding Amount extent that any portion (the “unreallocated portion”) of the New Vehicle Floorplan Committed Loans Defaulting Lender’s LC Exposure and Swingline Exposure cannot be so reallocated, whether by reason of such the proviso in clause (A) above or otherwise, the Borrower will, not later than two Business Days after demand by the Administrative Agent (at the direction of any Issuing Bank and/or the Swingline Lender, plus such Lender’s Applicable Percentage of as the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocationcase may be), (iiia) Cash Collateralize the obligations of the Borrower to the applicable Issuing Banks and/or the Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such LC Exposure or Swingline Exposure, or (b) in all casesthe case of such Swingline Exposure, prepay (subject to Section 2.22(a)(ii) above) in full the obligation unreallocated portion thereof or (c) make other arrangements satisfactory to the Revolving Agent, and to the applicable Issuing Banks and the Swingline Lender, as the case may be, in their sole discretion to protect them against the risk of each non-payment by such Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Fronted Letters of Credit pursuant to Sections 2.03 Section 2.04 and 2.08Section 2.03(c), respectively, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, no Default or Event of Default shall have occurred exists and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to issue, acquire, refinance or fund participations in New Vehicle Floorplan Fronted Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, between of (1A) the New Vehicle Floorplan Commitment of such that non-Defaulting Lender and minus (2B) the aggregate Outstanding Amount outstanding principal amount of the New Vehicle Floorplan Committed Loans of such that Lender, plus such Lender’s Applicable Percentage . Solely to the extent that a Defaulting Lender is a Participating Bank with respect to any Several Letter of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all casesCredit, the obligation foregoing provisions with respect to the obligations of each non-Defaulting Lender Lenders to acquire, refinance acquire or fund participations in Used Vehicle Floorplan Swing Line Loans Fronted Letters of Credit from the Fronting Bank for such Fronted Letter of Credit shall not exceed be applicable mutatis mutandis to the positive differencedetermination of their obligations to acquire or fund participations in such Several Letter of Credit from the Lender which acted as Fronting Bank for such Defaulting Lender with respect to such Several Letter of Credit (i.e., if anysubject to the proviso above, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and Lenders shall be obligated to acquire or fund such participations from the applicable Fronting Bank to the extent of their Applicable Percentages (2as adjusted hereby) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans obligations of such Lender, plus Defaulting Lender to the applicable Fronting Bank in respect of such Lender’s Applicable Percentage Several Letter of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocationCredit).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Fronted Letters of Credit pursuant to Sections 2.03 Section 2.04 and 2.08Section 2.03(c), respectively, the “Applicable Percentage” of each non-Defaulting Lender for each Facility shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, provided that (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender the conditions set forth in Section 4.02(a) (as if a new Letter of Credit were being requested) and Section 4.02(b) are satisfied at the time of such reallocation (and, no Default or Event of Default unless the Borrower shall have occurred otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and be continuing; warranted that such conditions are satisfied at such time), and (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to issue, acquire, refinance or fund participations in New Vehicle Floorplan Fronted Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, between of (1A) the New Vehicle Floorplan Commitment of such that non-Defaulting Lender and minus (2B) the aggregate Outstanding Amount outstanding principal amount of the New Vehicle Floorplan Committed Loans of such that Lender, plus such Lender’s Applicable Percentage . Solely to the extent that a Defaulting Lender is a Participating Bank with respect to any Several Letter of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all casesCredit, the obligation foregoing provisions with respect to the obligations of each non-Defaulting Lender Lenders to acquire, refinance acquire or fund participations in Used Vehicle Floorplan Swing Line Loans Fronted Letters of Credit from the Fronting Bank for such Fronted Letter of Credit shall not exceed be applicable mutatis mutandis to the positive differencedetermination of their obligations to acquire or fund participations in such Several Letter of Credit from the Lender which acted as Fronting Bank for such Defaulting Lender with respect to such Several Letter of Credit (i.e., if anysubject to the proviso above, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and Lenders shall be obligated to acquire or fund such participations from the applicable Fronting Bank to the extent of their Applicable Percentages (2as adjusted hereby) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans obligations of such Lender, plus Defaulting Lender to the applicable Fronting Bank in respect of such Lender’s Applicable Percentage Several Letter of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocationCredit).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Multicurrency Revolving Credit Lender that is a Defaulting Lender as Lender, all or any part of such Defaulting Lender’sLender’s participation in L/C Obligations in respect of Multicurrency Letters of Credit shall be reallocated among the Non-Defaulting Lenders that are Multicurrency Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages (calculated without regard to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicablesuch Defaulting Lender’sLender’s Multicurrency Revolving Credit Commitment) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) but only to the Administrative Agent, for purposes extent that such reallocation does not cause the aggregate Multicurrency Revolving Credit Exposure of computing the amount of the obligation of each nonany Non-Defaulting Lender that is a Multicurrency Revolving Credit Lender to acquireexceed such Non- Defaulting Lender’sLender’s Multicurrency Revolving Credit Commitment. During any period in which there is a USD Revolving Credit Lender that is a Defaulting Lender, refinance all or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment any part of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event Lender’sLender’s participation in L/C Obligations in respect of Default shall have occurred USD Letters of Credit and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall be reallocated among the Non-Defaulting Lenders that are USD Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages (calculated without regard to such Defaulting Lender’sLender’s USD Revolving Credit Commitment) but only to the extent that such reallocation does not exceed cause the positive difference, if any, between (1) the New Vehicle Floorplan Commitment aggregate USD Revolving Credit Exposure of such nonany Non-Defaulting Lender and (2) the aggregate Outstanding Amount that is a USD Revolving Credit Lender to exceed such Non-Defaulting ▇▇▇▇▇▇’▇▇▇▇▇▇▇’▇ USD Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of the New Vehicle Floorplan Committed Loans any claim of such any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, plus such Lender’s Applicable Percentage including any claim of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each nona Non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment as a result of such nonNon-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to ▇▇▇▇▇▇’▇▇▇▇▇▇▇’▇ increased exposure following such reallocation).. 148

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, (A) the LC Exposure and Swingline Exposure (if any) of such Defaulting Lender will automatically be reallocated (effective no later than one Business day after the Administrative Agent has actual knowledge that such Lender has become a Defaulting Lender) among the non-Defaulting Lenders pro rata in accordance with their respective Commitments (calculated as if the Defaulting Lender’s Commitment was reduced to zero and each non-Defaulting Lender’s Commitment had been increased proportionately); provided that the sum of such non-Defaulting Lender’s exposure may not in any event exceed the Commitment of such Lender as to which in effect at the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender time of such reallocation; and (as applicableB) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Swingline Loans pursuant to Sections 2.03 2.04 and 2.082.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, no Default or Event of Default shall have occurred exists; and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Loans of that Lender. Subject to Section 9.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender▇▇▇▇▇▇’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Letters of Credit and Swingline Loans pursuant to Sections 2.03 Section 2.04 and 2.08Section 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the RC Facility Commitment of such that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at provided that the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Letters of Credit and Swingline Loans shall not at any time exceed the positive difference, if any, between of (1) the New Vehicle Floorplan RC Facility Commitment of that non-Defaulting Lender minus (2) the aggregate LC Exposure and Swingline Exposure of that Lender; provided that no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from such Defaulting Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender ▇▇▇▇▇▇’s increased exposure following such reallocation. If the reallocation provided for in the preceding sentence cannot, or can only partially, be effected, the Borrower shall, without prejudice to any other right or remedy available to it hereunder or under applicable Requirements of Law (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated in accordance herewith and (2B) second, Cash Collateralize for the benefit of the applicable Issuing Banks the portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance herewith, for so long as such unreallocated LC Exposure is outstanding. Cash Collateral (or the appropriate portion thereof) provided to reduce LC Exposure shall be released promptly following (A) the aggregate Outstanding Amount elimination of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage applicable LC Exposure (including by the termination of the Outstanding Amount Defaulting Lender status of all other New Vehicle Floorplan Swing Line Loans the applicable Lender (prior to giving effect to such reallocationor, as appropriate, its assignee following compliance with Section 2.19), ) or (iiiB) in all cases, the obligation Administrative Agent’s good faith determination that there exists excess cash collateral (including as a result of each any subsequent reallocation of Swingline Exposure and LC Exposure among non-Defaulting Lender to acquire, refinance or fund participations Lenders in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between accordance with this clause (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocationiv)).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Letters of Credit pursuant to Sections 2.03 and 2.08Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting LenderLender in either the numerator or the denominator; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the aggregate Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans L/C Obligations (prior to giving effect to such reallocation). For avoidance of doubt, this Section 2.18(c) will operate for the benefit of the L/C Issuer notwithstanding the fact that a Letter of Credit is issued at the time that one or more Defaulting Lenders exist hereunder (regardless of whether the L/C Issuer has notice thereof). Notwithstanding any provision contained herein to the contrary, during any period in which a Default or Event of Default has occurred and is continuing the provisions of this Section 2.18(c) shall not apply. A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, L/C Advances, participations in respect of Letters of Credit or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent and each of the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward, and (iii) each of (w) the Administrative Agent, (x) any L/C Issuer and any other Lender as to which a delinquent obligation was owed and (y) the Borrower, shall have determined (and notified the Administrative Agent) that they are satisfied, in all casestheir sole discretion, the obligation of each non-that such Defaulting Lender intends to acquirecontinue to perform its obligations as a Lender hereunder and has all approvals required to enable it, refinance or fund participations to continue to perform its obligations as a Lender hereunder. No reference in Used Vehicle Floorplan Swing Line Loans this subsection to an event being “cured” shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-by itself preclude any claim by any Person against any Lender that becomes a Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of for such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect damages as may otherwise be available to such reallocation)Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gave rise to such ▇▇▇▇▇▇’s status as a Defaulting Lender.

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Multicurrency Revolving Credit Lender that is a Defaulting Lender as Lender, all or any part of such Defaulting Lender’sLender’s participation in L/C Obligations in respect of Multicurrency Letters of Credit shall be reallocated among the Non-Defaulting Lenders that are Multicurrency Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages (calculated without regard to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicablesuch Defaulting Lender’sLender’s Multicurrency Revolving Credit Commitment) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) but only to the Administrative Agent, for purposes extent that such reallocation does not cause the aggregate Multicurrency Revolving Credit Exposure of computing the amount of the obligation of each nonany Non-Defaulting Lender that is a Multicurrency Revolving Credit Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each nonexceed such Non-Defaulting Lender’sLender’s Multicurrency Revolving Credit Commitment. During any period in which there is a USD Revolving Credit Lender shall be computed without giving effect to the Commitment that is a Defaulting Lender, all or any part of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event Lender’sLender’s participation in L/C Obligations in respect of Default shall have occurred USD Letters of Credit and be continuing; (ii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall be reallocated among the Non-Defaulting Lenders that are USD Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages (calculated without regard to such Defaulting Lender’sLender’s USD Revolving Credit Commitment) but only to the extent that such reallocation does not exceed cause the positive difference, if any, between (1) the New Vehicle Floorplan Commitment aggregate USD Revolving Credit Exposure of such nonany Non-Defaulting Lender and (2) the aggregate Outstanding Amount that is a USD Revolving Credit Lender to exceed such Non-Defaulting ▇▇▇▇▇▇’▇▇▇▇▇▇▇’▇ USD Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of the New Vehicle Floorplan Committed Loans any claim of such any party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, plus such Lender’s Applicable Percentage including any claim of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each nona Non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment as a result of such nonNon-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to ▇▇▇▇▇▇’▇▇▇▇▇▇▇’▇ increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agentthat is a Revolving Credit Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender that is a Revolving Credit Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans Letters of Credit or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.082.04, the “Applicable Percentage” of the Revolving Credit Facility of each such non-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of such that Defaulting Lender; provided, provided that, (i) each such reallocation shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists (provided that on any date thereafter during such period, to the extent that such Default or Event of Default has been cured or waived, such reallocation shall have occurred occur on such later date); and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Revolving Credit Commitment of such that non-Defaulting Lender and minus (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Revolving Credit Loans of such that Lender. Subject to Section 10.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, plus such Lender’s Applicable Percentage including any claim of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each a non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment as a result of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During All or any period part of such Defaulting Lender’s participation in which there is a Defaulting Lender as to which the New Vehicle L/C Obligations and Domestic Swing Line Lender or Loans shall be reallocated among the Used Vehicle Revolving A Lenders that are non-Defaulting Lenders in accordance with their respective Applicable Percentages in respect of the Revolving A Commitments (calculated without regard to such Defaulting Lender’s Revolving A Commitment) but only to the extent that such reallocation does not cause the aggregate Outstanding Amount of Revolving A Loans and participations in L/C Obligations and Domestic Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request Loans of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agent, for purposes of computing the amount of the obligation of each any non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 and 2.08, the “Applicable Percentage” of each exceed such non-Defaulting Lender shall be computed without giving effect to the Commitment Lender’s Revolving A Commitment. All or any part of such Defaulting Lender; provided, that, ’s participation in Foreign Swing Line Loans shall be reallocated among the Revolving B Lenders that are non-Defaulting Lenders in accordance with their respective Applicable Percentages in respect of the Revolving B Commitments (icalculated without regard to such Defaulting Lender’s Revolving B Commitment) each but only to the extent that such reallocation shall be given effect only if, at does not cause the initial date thereof, no Default or Event aggregate Outstanding Amount of Default shall have occurred Revolving B Loans and be continuing; (ii) participations in all cases, the obligation Foreign Swing Line Loans of each any non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender’s Revolving B Commitment. Subject to Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender and (2) the aggregate Outstanding Amount arising from that Lender having become a Defaulting Lender, including any ▇▇▇▇▇ of the New Vehicle Floorplan Committed Loans a Non- CHAR1\1829960v3 Defaulting Lender as a result of such Lender, plus such Non-Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation), (iii) in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative Agentunder any Facility, for purposes of computing the amount of the obligation of each nonNon-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans Letters of Credit under such Facility pursuant to Sections 2.03 Section 2.1(f), Section 2.1(g), and 2.08Section 2.10(e), the “Applicable PercentageMulticurrency Revolver Pro Rata Share”, “Revolver Pro Rata Share” and “USD Revolver Pro Rata Share”, as applicable, of each nonNon-Defaulting Lender under such Facility shall be computed without giving effect to the Revolving Commitment of such Defaulting LenderLender under such Facility; provided, that, provided that (i) each such reallocation under such Facility shall be given effect only if, at the initial date thereofthe applicable Lender becomes a Defaulting Lender under such Facility, no Unmatured Event of Default or Event of Default shall have occurred exists and be continuing; (ii) in all cases, the aggregate obligation of each nonNon-Defaulting Lender under such Facility to acquire, refinance or fund participations in New Vehicle Floorplan Letters of Credit and Swing Line Loans under such Facility shall not exceed the positive difference, if any, between of (1A) the New Vehicle Floorplan Revolving Commitment of such nonthat Non-Defaulting Lender and under such Facility minus (2B) the aggregate Outstanding outstanding Effective Amount of the New Vehicle Floorplan Committed Revolving Loans of that Lender under such Facility. Subject to ​ ​ ​ Section 12.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, plus such Lender’s Applicable Percentage including any claim of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), (iii) in all cases, the obligation of each nona Non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between (1) the Used Vehicle Floorplan Commitment as a result of such nonNon-Defaulting Lender and (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to increased exposure following such reallocation).

Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) has not received Cash Collateral pursuant to Section 2.03 or 2.08, then upon the request of the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender (as applicable) to the Administrative AgentLender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit, Revolving Swing Line Loans, New Vehicle Floorplan Swing Line Loans or and Used Vehicle Floorplan Swing Line Loans pursuant to Sections 2.03 2.03, 2.04, 2.07 and 2.082.12, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the initial date thereof, no Default or Event of Default shall have occurred and be continuing; (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Revolving Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of such non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Committed Loans of that Lender, (ii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in New Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between of (1) the New Vehicle Floorplan Commitment of such non-Defaulting Lender and minus (2) the aggregate Outstanding Amount of the New Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other New Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation), and (iii) in all cases, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Used Vehicle Floorplan Swing Line Loans shall not exceed the positive difference, if any, between of (1) the Used Vehicle Floorplan Commitment of such non-Defaulting Lender and minus (2) the aggregate Outstanding Amount of the Used Vehicle Floorplan Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all other Used Vehicle Floorplan Swing Line Loans (prior to giving effect to such reallocation).