Common use of Requests for Swing Line Loans Clause in Contracts

Requests for Swing Line Loans. (a) On the Closing Date, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to a Request for Borrowing in an amount equal to the Swing Line Minimum Amount. (b) On any day that a Request for Borrowing constitutes a Request for Borrowing of a Swing Line Loan pursuant to Section 2.3(d)(ii), the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing in connection therewith, subject to the following and to the remaining provisions of this Section 4.3: (i) the aggregate principal amount of such requested Swing Line Loan Borrowing, plus the aggregate principal amount of all other Swing Line Loans then outstanding shall not exceed the Swing Line Commitment; (ii) such Request for Borrowing shall be irrevocable and shall constitute a certification by the Company of the provisions of Section 8.3; and (iii) such Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each of the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse Swing Line Loans pursuant to the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests for Borrowings of Swing Line Loans on behalf of such Floor Plan Borrowers. Notwithstanding the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request.

Requests for Swing Line Loans. (a) On The Borrower may request a Swing Line Loan by the Closing Datedelivery to the applicable Swing Line Lender of a Request for Swing Line Loan executed by a Responsible Officer for the Borrower, subject to the terms following: (i) each such Request for Swing Line Loan shall set forth the information required on the Request for Swing Line Loan, including without limitation, (A) the proposed date of such Swing Line Loan, which must be a Business Day, (B) whether such Swing Line Loan is to be a ABR Loan or a Quoted Rate Loan, and conditions hereunder set forth(C) in the case of a Quoted Rate Loan, the duration of the Interest Period applicable thereto; (ii) on the proposed date of such Swing Line Loan, after giving effect to all outstanding requests for Swing Line Loans made by the Borrower as of the date of determination, (A) the aggregate principal amount of all Swing Line Loans outstanding on such date shall not exceed the Swing Line Bank shall make a Maximum Amount and (B) such Swing Line Loan Lender’s Revolving Credit Exposure shall not exceed its Commitment; (iii) on the proposed date of such Swing Line Loan, after giving effect to one or more all outstanding requests for Revolving Credit Loans and Swing Line Loans and Letters of Credit requested by the Borrower on such date of determination (including, without duplication, Loans that are deemed disbursed pursuant to Section 2.07(f)(iii) in respect of the Floor Plan Borrowers pursuant to a Request for Borrowing in an Borrower’s Reimbursement Obligations hereunder), the sum of (A) the aggregate principal amount equal to of all Revolving Credit Loans and the Swing Line Minimum Loans outstanding on such date plus (B) the Letter of Credit Obligations on such date shall not exceed the lesser of (x) the Aggregate Maximum Credit Amounts, (y) the then applicable Borrowing Base and (z) the Aggregate Elected Commitment Amount.; (biv) On any day that a Request for Borrowing constitutes a Request for Borrowing (A) in the case of a Swing Line Loan that is an ABR Loan, the principal amount of the initial funding of such Loan, as opposed to any refunding or conversion thereof, shall be at least $250,000 or such lesser amount as may be agreed to by the applicable Swing Line Lender, and (B) in the case of a Swing Line Loan that is a Quoted Rate Loan, the principal amount of such Loan, plus any other outstanding Swing Line Loans to be then combined therewith having the same Interest Period, if any, shall be at least $250,000 or such lesser amount as may be agreed to by the applicable Swing Line Lender, and at any time there shall not be in effect more than three (3) Interest Periods; (v) each such Request for Swing Line Loan shall be delivered to the applicable Swing Line Lender by 2:00 p.m. (New York time) on the proposed date of the Swing Line Loan; (vi) each Request for Swing Line Loan, once delivered to such Swing Line Lender, shall not be revocable by the Borrower, and shall constitute and include a certification by the Borrower as of the date thereof that the conditions set forth in subsections (a), (b) and (c) of Section 6.02 have been satisfied; (vii) At the option of the Administrative Agent, subject to revocation by the Administrative Agent at any time and from time to time and so long as the Administrative Agent is the applicable Swing Line Lender, the Borrower may utilize the Administrative Agent’s “Sweep to Loan” automated system for obtaining Swing Line Loans and making periodic repayments. At any time during which the “Sweep to Loan” system is in effect, Swing Line Loans shall be advanced to fund borrowing needs pursuant to Section 2.3(d)(ii)the terms of the Sweep Agreement. Each time a Swing Line Loan is made using the “Sweep to Loan” system, the applicable Floor Plan Borrower shall be deemed to have delivered certified to the Administrative Agent and the Lenders each of the matters set forth in Section 2.08(c). Principal and interest on such Swing Line Bank a Request for Borrowing in connection therewithLoans requested, subject or deemed requested, pursuant to this Section 2.08 shall be paid pursuant to the following terms and conditions of the Sweep Agreement without any deduction, setoff or counterclaim whatsoever. Unless sooner paid pursuant to the remaining provisions hereof or the provisions of this Section 4.3: (i) the aggregate Sweep Agreement, the principal amount of such requested Swing Line Loan Borrowing, plus the aggregate principal amount of all other Swing Line Loans then outstanding shall not exceed the Swing Line Commitment; (ii) such Request for Borrowing shall be irrevocable paid in full, together with accrued interest thereon, on the Revolving Credit Maturity Date. The Administrative Agent may suspend or revoke the Borrower’s privilege to use the “Sweep to Loan” system at any time and from time to time for any reason and, immediately upon any such revocation, the “Sweep to Loan” system shall constitute a certification by no longer be available to the Company Borrower for the funding of the provisions of Section 8.3; and (iii) such Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each of the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse Swing Line Loans pursuant to hereunder (or otherwise), and the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests regular procedures set forth in this Section 2.08 for Borrowings the making of Swing Line Loans shall be deemed immediately to apply. The Administrative Agent may, at its option, also elect to make Swing Line Loans upon the Borrower’s telephone requests on behalf the basis set forth in the last paragraph of such Floor Plan Borrowers. Notwithstanding Section 2.03, provided that Borrower complies with the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone requestprovisions set forth in this Section 2.08.

Requests for Swing Line Loans. (a) On the Closing Date, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make Each request by a Borrower for a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to under Section 3.01 hereof (each a Request for Borrowing in an amount equal "REQUEST FOR SWING LINE LOAN") shall be made by notice to the Swing Line Minimum Lender from the Borrower Agent for such Borrower not later than 4:00 p.m. (Boston time) on the Banking Day of the proposed borrowing. Each Request for Swing Line Loan shall be in writing in the form of EXHIBIT B hereto, or made by telephonic communication confirmed not later than 4:00 p.m. (Boston time) the same day by telecopy or other facsimile transmission in the form of EXHIBIT B. The Swing Line Lender may rely upon any telephonic Request for Swing Line Loan which it reasonably believes is made by a Borrower Agent; PROVIDED that the Swing Line Lender shall not advance any Swing Line Loan unless the Swing Line Lender shall have received confirmation of such telephonic Request for Swing Line Loan in the manner set forth above. Each Borrower severally agrees to indemnify and hold the Swing Line Lender harmless for any reasonable action taken, including, without limitation, the making of Swing Line Loans hereunder to such Borrower, or loss or expense incurred, by the Swing Line Lender in good faith reliance upon such telephonic Request for Swing Line Loan; PROVIDED that no Borrower shall be liable for any such action, loss or expense to the extent that the same shall result from the gross negligence or willful misconduct of the Swing Line Lender. At the time of the initial Request for Swing Line Loan made under this Section 3.03(a), each Borrower shall have provided the Swing Line Lender with an Officer's Certificate as required by Section 6.01(e). Each Borrower hereby agrees that (i) the Swing Line Lender shall be entitled to rely upon the Officer's Certificate in its possession until it is superseded by a more recent Officer's Certificate, and (ii) each Request for Swing Line Loan submitted by a Borrower shall (A) obligate such Borrower to borrow the principal amount of the Swing Line Loan requested thereby, and (B) constitute a representation and warranty by such Borrower to the Swing Line Lender that (1) the Swing Line Loan requested thereby is permitted under such Borrower's most recent Prospectus, (2) will not, when made, cause the aggregate Indebtedness of such Borrower in respect of Loans to exceed such Borrower's Borrowing Base, (3) will not, when made, cause the aggregate Indebtedness of the Borrowers to the Swing Line Lender in respect of Swing Line Loans to exceed the Swing Line Amount, (4) will not, when made, cause the aggregate Indebtedness of the Borrowers to State ▇▇▇▇▇▇ ▇▇▇▇ in respect of Committed Credit Loans and Swing Line Loans to exceed State Street Bank's Commitment, (5) will not, when made, cause the aggregate Indebtedness of the Borrowers to the Banks in respect of Loans to exceed the Maximum Credit Amount, and (6) will be used by the Borrower only in accordance with the provisions of Section 4.08 hereof. (b) On any day that a Request for Borrowing constitutes a Request for Borrowing Upon fulfillment of a the applicable conditions set forth in Article VI hereof, the Swing Line Lender promptly will wire or otherwise remit the proceeds of the Swing Line Loan pursuant in immediately available funds to Section 2.3(d)(ii), the applicable Floor Plan account of the Borrower shall be deemed to have delivered to Swing Line Bank a making such Request for Borrowing in connection therewith, subject to the following and to the remaining provisions of this Section 4.3: (i) the aggregate principal amount of such requested Swing Line Loan Borrowing, plus specified in such Borrower's standing instructions set forth in SCHEDULE 1 hereto not later than the aggregate principal amount close of all other Swing Line Loans then outstanding shall not exceed business on the Swing Line Commitment; (ii) date of such Request for Borrowing Swing Line Loan. (c) A Request for Swing Line Loan shall be irrevocable and shall constitute a certification by binding on the Company of the provisions of Section 8.3; and (iii) Borrower making such Request for Borrowing may be in writing (including via facsimile) or telephonic (Swing Line Loan, and if promptly confirmed in writing). Each of the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse Loan requested is not borrowed on the date specified therein, such Borrower shall indemnify the Swing Line Loans pursuant to Lender against any loss or expense (excluding lost profits) reasonably incurred by the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests for Borrowings of Swing Line Loans on behalf of such Floor Plan Borrowers. Notwithstanding the foregoing, each Lender by reason of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk liquidation or reemployment of loss resulting from disbursements made upon any telephone requestdeposits or other funds acquired by the Swing Line Lender to fund or maintain the Swing Line Loan.

Requests for Swing Line Loans. (a) On The Borrower may request a Swing Line Loan by the Closing Datedelivery to the Swing Line Lender of a Request for Swing Line Loan executed by a Responsible Officer for the Borrower, subject to the terms following: (i) each such Request for Swing Line Loan shall set forth the information required on the Request for Swing Line Loan, including without limitation, (A) the proposed date of such Swing Line Loan, which must be a Business Day, (B) whether such Swing Line Loan is to be a ABR Loan or a Quoted Rate Loan, and conditions hereunder set forth(C) in the case of a Quoted Rate Loan, the duration of the Interest Period applicable thereto; (ii) on the proposed date of such Swing Line Loan, after giving effect to all outstanding requests for Swing Line Loans made by the Borrower as of the date of determination, the aggregate principal amount of all Swing Line Loans outstanding on such date shall not exceed the Swing Line Bank shall make a Maximum Amount; (iii) on the proposed date of such Swing Line Loan Loan, after giving effect to one or more all outstanding requests for Revolving Credit Loans and Swing Line Loans and Letters of Credit requested by the Borrower on such date of determination (including, without duplication, Loans that are deemed disbursed pursuant to Section 2.07(f)(iii) hereof in respect of the Floor Plan Borrowers pursuant to a Request for Borrowing in an Borrower’s Reimbursement Obligations hereunder), the sum of (x) the aggregate principal amount equal to of all Revolving Credit Loans and the Swing Line Minimum Amount.Loans outstanding on such date plus (y) the Letter of Credit Obligations on such date shall not exceed the lesser of (A) the Aggregate Maximum Credit Amounts and (B) the then applicable Borrowing Base; (biv) On any day that a Request for Borrowing constitutes a Request for Borrowing (A) in the case of a Swing Line Loan that is an ABR Loan, the principal amount of the initial funding of such Loan, as opposed to any refunding or conversion thereof, shall be at least $250,000 or such lesser amount as may be agreed to by the Swing Line Lender, and (B) in the case of a Swing Line Loan that is a Quoted Rate Loan, the principal amount of such Loan, plus any other outstanding Swing Line Loans to be then combined therewith having the same Interest Period, if any, shall be at least $250,000 or such lesser amount as may be agreed to by the Swing Line Lender, and at any time there shall not be in effect more than three (3) Interest Periods; (v) each such Request for Swing Line Loan shall be delivered to the Swing Line Lender by 3:00 p.m. (Detroit time) on the proposed date of the Swing Line Loan; (vi) each Request for Swing Line Loan, once delivered to the Swing Line Lender, shall not be revocable by the Borrower, and shall constitute and include a certification by the Borrower as of the date thereof that the conditions set forth in subsections (a), (b) and (c) of Section 7.02 have been satisfied; (vii) At the option of the Administrative Agent, subject to revocation by the Administrative Agent at any time and from time to time and so long as the Administrative Agent is the Swing Line Lender, the Borrower may utilize the Administrative Agent’s “Sweep to Loan” automated system for obtaining Swing Line Loans and making periodic repayments. At any time during which the “Sweep to Loan” system is in effect, Swing Line Loans shall be advanced to fund borrowing needs pursuant to Section 2.3(d)(ii)the terms of the Sweep Agreement. Each time a Swing Line Loan is made using the “Sweep to Loan” system, the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing in connection therewith, subject certified to the following Administrative Agent and to the remaining provisions Lenders each of the matters set forth in clause (vi) of this Section 4.3: (i) 2.08(b). Principal and interest on Swing Line Loans requested, or deemed requested, pursuant to this Section shall be paid pursuant to the aggregate terms and conditions of the Sweep Agreement without any deduction, setoff or counterclaim whatsoever. Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Agreement, the principal amount of such requested Swing Line Loan Borrowing, plus the aggregate principal amount of all other Swing Line Loans then outstanding shall not exceed the Swing Line Commitment; (ii) such Request for Borrowing shall be irrevocable paid in full, together with accrued interest thereon, on the Revolving Credit Maturity Date. The Administrative Agent may suspend or revoke the Borrower’s privilege to use the “Sweep to Loan” system at any time and from time to time for any reason and, immediately upon any such revocation, the “Sweep to Loan” system shall constitute a certification by the Company of the provisions of Section 8.3; and (iii) such Request for Borrowing may no longer be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each of the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse Swing Line Loans pursuant available to the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests for Borrowings the funding of Swing Line Loans hereunder (or otherwise), and the regular procedures set forth in this Section 2.08 for the making of Swing Line Loans shall be deemed immediately to apply. The Administrative Agent may, at its option, also elect to make Swing Line Loans upon the Borrower’s telephone requests on behalf the basis set forth in the last paragraph of such Floor Plan Borrowers. Notwithstanding Section 2.03, provided that Borrower complies with the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone requestprovisions set forth in this Section 2.08.

Requests for Swing Line Loans. (a) On the Closing Date, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to a Request for Borrowing given by such Floor Plan Borrowers in an the manner specified in Section 4.3(b) and at the Applicable Interest Rate in the aggregate amount equal to of the Swing Line Minimum Amount. (b) On any day that a Request for Borrowing constitutes a Request for Borrowing of a Swing Line Loan pursuant to Section 2.3(d)(ii2.3(g)(ii), the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing in connection therewith, subject to the following and to the remaining provisions of this Section 4.3: (i) the aggregate principal amount of such requested Swing Line Loan Borrowing, plus the aggregate principal amount of all other Swing Line Loans then outstanding shall not exceed the Swing Line Commitment; (ii) each such Request for Borrowing of a Swing Line Loan once delivered to the Swing Line Bank, shall not be irrevocable revocable by the applicable Floor Plan Borrower, as the case may be, and shall constitute and include a certification to the extent applicable, by the Company of the provisions of Section 8.32.3(f); and (iii) the Swing Line Bank may, at its option, make Swing Line Loans under this Section 4.3 upon the irrevocable telephone request of a duly authorized officer of any Floor Plan Borrower and, in the event the Swing Line Bank makes any such Swing Line Loan upon a telephone request, the requesting officer of such Floor Plan Borrower shall, if so requested by the Swing Line Bank, deliver (including via fax) to the Swing Line Bank on the same day as such telephone request, a written Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing)of a Swing Line Loan. Each of the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse Swing Line Loans pursuant to the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests for Borrowings of Swing Line Loans on behalf of such Floor Plan Borrowers. Notwithstanding the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for a Swing Line Loan Borrowing shall constitute a certification of the matters set forth in Section 2.3(f) of this Agreement.

Requests for Swing Line Loans. (a) On the Closing Date, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to a Request for Borrowing in an amount equal to the Swing Line Minimum Amount. (b) On any day that a Request for Borrowing constitutes a Request for Borrowing of a Floor Plan Swing Line Loan is requested pursuant to Section 2.3(d)(ii2.3 or a Revolving Credit Swing Line Loan is requested pursuant to Section 3.3(a), the applicable Floor Plan Borrower with respect to Floor Plan Swing Line Loans or the Company with respect to Revolving Credit Swing Line Loans shall be deemed to have delivered to the Swing Line Bank a Request for Borrowing in connection therewith, subject to the following and to the remaining provisions of this Section 4.3: (i) in the case of Floor Plan Loan Commitments, the aggregate principal amount of such requested Swing Line Loan BorrowingBorrowing under the Floor Plan Loan Commitments, plus the aggregate principal amount of all other Swing Line Loans then outstanding under the Floor Plan Loan Commitments shall not exceed the Floor Plan Swing Line Commitment, and any Borrowing under the Floor Plan Loan Commitments shall not exceed the Floor Plan Advance Limit; (ii) in the case of the Revolving Credit Loan Commitments, the aggregate principal amount of such requested Swing Line Loan Borrowing under the Revolving Credit Loan Commitments, plus the aggregate principal amount of all other Swing Line Loans then outstanding under the Revolving Credit Loan Commitments shall not exceed the Revolver Swing Line Commitment; (iiiii) such Request request for Borrowing shall be irrevocable and if it is a request for a Borrowing under the Revolving Credit Commitment, shall constitute a certification by the Company of the provisions of Section 8.3; and (iiiiv) such Request for Borrowing request may be in writing (including via facsimile) or telephonic by telephone (if promptly confirmed in writing)) or, if for Floor Plan Swing Line Loans, pursuant to the provisions of Section 2.3. Each of the Company and the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse Swing Line Loans pursuant to the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by the Company or each such Floor Plan Borrower to make Requests requests for Borrowings of Swing Line Loans on behalf of the Company or such Floor Plan Borrowers. Notwithstanding the foregoing, each of the Company and the Floor Plan Borrowers acknowledges and agrees that such Floor Plan each Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request.

Requests for Swing Line Loans. (a) On The Borrower may request a Swing Line Loan by the Closing Datedelivery to the Swing Line Lender of a Request for Swing Line Loan executed by a Responsible Officer for the Borrower, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to a Request for Borrowing in an amount equal to the Swing Line Minimum Amount. (b) On any day that a Request for Borrowing constitutes a Request for Borrowing of a Swing Line Loan pursuant to Section 2.3(d)(ii), the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing in connection therewith, subject to the following and to the remaining provisions of this Section 4.3following: (i) each such Request for Swing Line Loan shall set forth the information required on the Request for Swing Line Loan, including without limitation, the proposed date of such Swing Line Loan, which must be a Business Day; (ii) on the proposed date of such Swing Line Loan, after giving effect to all outstanding requests for Swing Line Loans made by the Borrower as of the date of determination, (A) the aggregate principal amount of such requested all Swing Line Loan BorrowingLoans outstanding on such date shall not exceed the Swing Line Maximum Amount and (B) the Swing Line Lender’s Revolving Credit Exposure shall not exceed its Commitment; (iii) on the proposed date of such Swing Line Loan, plus after giving effect to all outstanding requests for Revolving Credit Loans and Swing Line Loans and Letters of Credit requested by the Borrower on such date of determination (including, without duplication, Loans that are deemed disbursed pursuant to Section 2.07(f)(iii) hereof in respect of the Borrower’s Reimbursement Obligations hereunder), the sum of (x) the aggregate principal amount of all other Revolving Credit Loans and the Swing Line Loans then outstanding on such date plus (y) the Letter of Credit Obligations on such date shall not exceed the Swing Line Commitmentleast of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount; (iiiv) (A) the principal amount of the initial funding of such Loan, as opposed to any refunding thereof, shall be in an amount that is an integral multiple of $500,000 and at least $500,000 or such lesser amount as may be agreed to by the Swing Line Lender; (v) each such Request for Borrowing Swing Line Loan shall be irrevocable delivered to the Swing Line Lender by 2:00 p.m. (New York time) on the proposed date of the Swing Line Loan; (vi) each Request for Swing Line Loan, once delivered to the Swing Line Lender, shall not be revocable by the Borrower, and shall constitute and include a certification by the Company Borrower as of the date thereof that the conditions set forth in Sections 6.02(a) and (b) have been satisfied; (vii) At the option of the Administrative Agent, subject to revocation by the Administrative Agent at any time and from time to time and so long as the Administrative Agent is the Swing Line Lender, the Borrower may utilize the Administrative Agent’s “Sweep to Loan” automated system for obtaining Swing Line Loans and making periodic repayments. At any time during which the “Sweep to Loan” system is in effect, Swing Line Loans shall be advanced to fund borrowing needs pursuant to the terms of the Sweep Agreement. Principal and interest on Swing Line Loans requested, or deemed requested, pursuant to this Section shall be paid pursuant to the terms and conditions of the Sweep Agreement without any deduction, setoff or counterclaim whatsoever. Unless sooner paid pursuant to the provisions hereof or the provisions of Section 8.3; and (iii) such Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each the Sweep Agreement, the principal amount of the Floor Plan Borrowers hereby authorizes the Swing Line Bank Loans shall be paid in full, together with accrued interest thereon, on the Revolving Credit Maturity Date. The Administrative Agent may suspend or revoke the Borrower’s privilege to disburse Swing Line Loans pursuant use the “Sweep to the telephone instructions of Loan” system at any Person purporting time and from time to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests time for Borrowings of Swing Line Loans on behalf of such Floor Plan Borrowers. Notwithstanding the foregoingany reason and, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made immediately upon any telephone request.such revocation, the “Sweep

Requests for Swing Line Loans. (a) On The Borrower may request a Swing Line Loan by the Closing Datedelivery to the Swing Line Lender of a Request for Swing Line Loan executed by a Responsible Officer for the Borrower, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to a Request for Borrowing in an amount equal to the Swing Line Minimum Amount. (b) On any day that a Request for Borrowing constitutes a Request for Borrowing of a Swing Line Loan pursuant to Section 2.3(d)(ii), the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing in connection therewith, subject to the following and to the remaining provisions of this Section 4.3following: (i) each such Request for Swing Line Loan shall set forth the information required on the Request for Swing Line Loan, including without limitation, the proposed date of such Swing Line Loan, which must be a Business Day; (ii) on the proposed date of such Swing Line Loan, after giving effect to all outstanding requests for Swing Line Loans made by the Borrower as of the date of determination, (A) the aggregate principal amount of such requested all Swing Line Loan BorrowingLoans outstanding on such date shall not exceed the Swing Line Maximum Amount and (B) the Swing Line Lender’s Revolving Credit Exposure shall not exceed its Commitment; (iii) on the proposed date of such Swing Line Loan, plus after giving effect to all outstanding requests for Revolving Credit Loans and Swing Line Loans and Letters of Credit requested by the Borrower on such date of determination (including, without duplication, Loans that are deemed disbursed pursuant to Section 2.07(f)(iii) hereof in respect of the Borrower’s Reimbursement Obligations hereunder), the sum of (x) the aggregate principal amount of all other Revolving Credit Loans and the Swing Line Loans then outstanding on such date plus (y) the Letter of Credit Obligations on such date shall not exceed the Swing Line Commitmentleast of (A) the Aggregate Maximum Credit Amounts, (B) the then applicable Borrowing Base and (C) the Aggregate Elected Commitment Amount; (iiiv) (A) the principal amount of the initial funding of such Loan, as opposed to any refunding thereof, shall be in an amount that is an integral multiple of $500,000 and at least $500,000 or such lesser amount as may be agreed to by the Swing Line Lender; (v) each such Request for Borrowing Swing Line Loan shall be irrevocable delivered to the Swing Line Lender by 2:00 p.m. (New York time) on the proposed date of the Swing Line Loan; (vi) each Request for Swing Line Loan, once delivered to the Swing Line Lender, shall not be revocable by the Borrower, and shall constitute and include a certification by the Company Borrower as of the date thereof that the conditions set forth in Sections 6.02(a), (b) and (e) have been satisfied; (vii) At the option of the Administrative Agent, subject to revocation by the Administrative Agent at any time and from time to time and so long as the Administrative Agent is the Swing Line Lender, the Borrower may utilize the Administrative Agent’s “Sweep to Loan” automated system for obtaining Swing Line Loans and making periodic repayments. At any time during which the “Sweep to Loan” system is in effect, Swing Line Loans shall be advanced to fund borrowing needs pursuant to the terms of the Sweep Agreement. Principal and interest on Swing Line Loans requested, or deemed requested, pursuant to this Section shall be paid pursuant to the terms and conditions of the Sweep Agreement without any deduction, setoff or counterclaim whatsoever. Unless sooner paid pursuant to the provisions hereof or the provisions of Section 8.3; and (iii) such Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each the Sweep Agreement, the principal amount of the Floor Plan Borrowers hereby authorizes the Swing Line Bank Loans shall be paid in full, together with accrued interest thereon, on the Revolving Credit Maturity Date. The Administrative Agent may suspend or revoke the Borrower’s privilege to disburse Swing Line Loans pursuant use the “Sweep to Loan” system at any time and from time to time for any reason and, immediately upon any such revocation, the “Sweep to Loan” system shall no longer be available to the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests for Borrowings the funding of Swing Line Loans hereunder (or otherwise), and the regular procedures set forth in this Section 2.08 for the making of Swing Line Loans shall be deemed immediately to apply. The Administrative Agent may, at its option, also elect to make Swing Line Loans upon the Borrower’s telephone requests on behalf the basis set forth in the last paragraph of such Floor Plan Borrowers. Notwithstanding Section 2.03, provided that Borrower complies with the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone requestprovisions set forth in this Section 2.08.

Requests for Swing Line Loans. (a) On The Borrower may request a Swing Line Loan by the Closing Datedelivery to the applicable Swing Line Lender of a Request for Swing Line Loan executed by a Responsible Officer for the Borrower, subject to the terms following: (i) each such Request for Swing Line Loan shall set forth the information required on the Request for Swing Line Loan, including without limitation, (A) the proposed date of such Swing Line Loan, which must be a Business Day, (B) whether such Swing Line Loan is to be a ABR Loan or a Quoted Rate Loan, and conditions hereunder set forth(C) in the case of a Quoted Rate Loan, the duration of the Interest Period applicable thereto; (ii) on the proposed date of such Swing Line Loan, after giving effect to all outstanding requests for Swing Line Loans made by the Borrower as of the date of determination, (A) the aggregate principal amount of all Swing Line Loans outstanding on such date shall not exceed the Swing Line Bank shall make a Maximum Amount and (B) such Swing Line Loan Lender’s Revolving Credit Exposure shall not exceed its Commitment; (iii) on the proposed date of such Swing Line Loan, after giving effect to one or more all outstanding requests for Revolving Credit Loans and Swing Line Loans and Letters of Credit requested by the Borrower on such date of determination (including, without duplication, Loans that are deemed disbursed pursuant to Section 2.07(f)(iii) hereof in respect of the Floor Plan Borrowers pursuant to a Request for Borrowing in an Borrower’s Reimbursement Obligations hereunder), the sum of (A) the aggregate principal amount equal to of all Revolving Credit Loans and the Swing Line Minimum Loans outstanding on such date plus (B) the Letter of Credit Obligations on such date shall not exceed the lesser of (I) the Aggregate Maximum Credit Amounts, (II) the then applicable Borrowing Base and (III) the Aggregate Elected Commitment Amount.; (biv) On any day that a Request for Borrowing constitutes a Request for Borrowing (A) in the case of a Swing Line Loan that is an ABR Loan, the principal amount of the initial funding of such Loan, as opposed to any refunding or conversion thereof, shall be at least $250,000 or such lesser amount as may be agreed to by the applicable Swing Line Lender, and (B) in the case of a Swing Line Loan that is a Quoted Rate Loan, the principal amount of such Loan, plus any other outstanding Swing Line Loans to be then combined therewith having the same Interest Period, if any, shall be at least $250,000 or such lesser amount as may be agreed to by the applicable Swing Line Lender, and at any time there shall not be in effect more than three (3) Interest Periods; (v) each such Request for Swing Line Loan shall be delivered to the applicable Swing Line Lender by 2:00 p.m. (New York time) on the proposed date of the Swing Line Loan; (vi) each Request for Swing Line Loan, once delivered to such Swing Line Lender, shall not be revocable by the Borrower, and shall constitute and include a certification by the Borrower as of the date thereof that the conditions set forth in subsections (a), (b) and (c) of Section 6.02 have been satisfied; (vii) At the option of the Administrative Agent, subject to revocation by the Administrative Agent at any time and from time to time and so long as the Administrative Agent is the applicable Swing Line Lender, the Borrower may utilize the Administrative Agent’s “Sweep to Loan” automated system for obtaining Swing Line Loans and making periodic repayments. At any time during which the “Sweep to Loan” system is in effect, Swing Line Loans shall be advanced to fund borrowing needs pursuant to Section 2.3(d)(ii)the terms of the Sweep Agreement. Each time a Swing Line Loan is made using the “Sweep to Loan” system, the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing in connection therewith, subject certified to the following Administrative Agent and to the remaining provisions Lenders each of the matters set forth in clause (vi) of this Section 4.3: (i) 2.08(c). Principal and interest on such Swing Line Loans requested, or deemed requested, pursuant to this Section 2.08 shall be paid pursuant to the aggregate terms and conditions of the Sweep Agreement without any deduction, setoff or counterclaim whatsoever. Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Agreement, the principal amount of such requested Swing Line Loan Borrowing, plus the aggregate principal amount of all other Swing Line Loans then outstanding shall not exceed the Swing Line Commitment; (ii) such Request for Borrowing shall be irrevocable paid in full, together with accrued interest thereon, on the Revolving Credit Maturity Date. The Administrative Agent may suspend or revoke the Borrower’s privilege to use the “Sweep to Loan” system at any time and from time to time for any reason and, immediately upon any such revocation, the “Sweep to Loan” system shall constitute a certification by no longer be available to the Company Borrower for the funding of the provisions of Section 8.3; and (iii) such Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each of the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse Swing Line Loans pursuant to hereunder (or otherwise), and the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests regular procedures set forth in this Section 2.08 for Borrowings the making of Swing Line Loans shall be deemed immediately to apply. The Administrative Agent may, at its option, also elect to make Swing Line Loans upon the Borrower’s telephone requests on behalf the basis set forth in the last paragraph of such Floor Plan Borrowers. Notwithstanding Section 2.03, provided that Borrower complies with the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone requestprovisions set forth in this Section 2.08.

Requests for Swing Line Loans. (a) On the Closing Date, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to a Request for Borrowing in an amount equal to the Swing Line Minimum Amount. (b) On any day that a Request for Borrowing (including but not limited to a Request for Borrowing made in the form of a Draft) constitutes a Request for Borrowing of a Swing Line Loan pursuant to Section 2.3(d)(ii2.3(c)(ii), the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing for a Swing Line Loan in connection therewith. (b) In order to facilitate the borrowing of Swing Line Loans, subject the Company and the Swing Line Bank may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement, in form and substance satisfactory to the following Company, the Agent and the Swing Line Bank (the “Autoborrow Agreement”) providing for the automatic advance by the Swing Line Bank of Swing Line Loans under the conditions set forth in such Autoborrow Agreement, which shall be in addition to the remaining provisions conditions set forth herein. At any time an Autoborrow Agreement is in effect, the requirements for Borrowings set forth in Section 4.3(a) above shall not apply, and all such Borrowings shall be made in accordance with the Autoborrow Agreement; provided that any advance made by Bank of this Section 4.3: (i) America, in its capacity as Swing Line Bank hereunder, in reliance on the aggregate principal amount of such requested Autoborrow Agreement, shall be deemed a Swing Line Loan Borrowingas of the time such automatic advance is made notwithstanding any provision in the Autoborrow Agreement to the contrary. For purposes of determining the Total Floor Plan Loan Commitment at any time during which an Autoborrow Agreement is in effect (other than for purposes of calculating interest pursuant to Section 4.2 and Section 5.2(e) hereof), plus the aggregate principal amount of all other Swing Line Loans then outstanding shall not exceed be deemed to be the amount of the Swing Line Commitment; (ii) such Request for . For purposes of any Borrowing pursuant to the Autoborrow Agreement, all references to Bank of America in the Autoborrow Agreement shall be irrevocable and shall constitute deemed to be a certification by the Company reference to Bank of the provisions of Section 8.3; and (iii) such Request for Borrowing may be America, in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each of the Floor Plan Borrowers hereby authorizes the its capacity as Swing Line Bank to disburse Swing Line Loans pursuant to the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests for Borrowings of Swing Line Loans on behalf of such Floor Plan Borrowers. Notwithstanding the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone requesthereunder.

Requests for Swing Line Loans. (a) On the Closing Date, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to a Request for Borrowing in an amount equal to the Swing Line Minimum Amount. (b) On any day that a Request for Borrowing constitutes a Request for Borrowing of a Swing Line Loan pursuant to Section 2.3(d)(ii), the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing in connection therewith, subject to the following and to the remaining provisions of this Section 4.3: (ia) the aggregate principal amount of such requested Swing Line Loan Borrowing, plus the aggregate principal amount of all other Swing Line Loans then outstanding outstanding, shall not exceed the Swing Line Commitment; (iib) such Request for Borrowing shall be irrevocable and shall constitute a certification by the Company of the provisions of Section 8.3; and (iiic) such Request for Borrowing may be in writing (including via facsimilefacsimile or email) or telephonic (if promptly confirmed in writing). Each of the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse Swing Line Loans pursuant to the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests for Borrowings of Swing Line Loans on behalf of such Floor Plan Borrowers. Notwithstanding the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request.

Requests for Swing Line Loans. (a) On the Closing Date, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to a Request for Borrowing given by such Floor Plan Borrowers in an the manner specified in Section 4.3(b) and at the Applicable Interest Rate in the aggregate amount equal to of the Swing Line Minimum Amount. (b) On any day that a Request for Borrowing constitutes a Request for Borrowing of a Swing Line Loan pursuant to Section 2.3(d)(ii2.3(g)(ii), the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing in connection therewith, subject to the following and to the remaining provisions of this Section 4.3: (i) the aggregate principal amount of such requested Swing Line Loan Borrowing, plus the aggregate principal amount of all other Swing Line Loans then outstanding shall not exceed the Swing Line Commitment; (ii) each such Request for Borrowing of a Swing Line Loan once delivered to the Swing Line Bank, shall not be irrevocable revocable by the applicable Floor Plan Borrower, as the case may be, and shall constitute and include a certification to the extent applicable, by the Company of the provisions of Section 8.32.3(f); and (iii) such Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each of the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse may, at its option, make Swing Line Loans pursuant to under this Section 4.3 upon the irrevocable telephone instructions request of a duly authorized officer of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests for Borrowings of and, in the event the Swing Line Loans on behalf of such Floor Plan Borrowers. Notwithstanding the foregoing, each of the Floor Plan Borrowers acknowledges Bank Second Amended and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request.Restated Revolving Credit Agreement

Requests for Swing Line Loans. (a) On The Borrower may request a Swing Line Loan by the Closing Datedelivery to the Swing Line Lender of a Request for Swing Line Loan executed by a Responsible Officer for the Borrower, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to a Request for Borrowing in an amount equal to the Swing Line Minimum Amount. (b) On any day that a Request for Borrowing constitutes a Request for Borrowing of a Swing Line Loan pursuant to Section 2.3(d)(ii), the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing in connection therewith, subject to the following and to the remaining provisions of this Section 4.3following: (i) each such Request for Swing Line Loan shall set forth the information required on the Request for Swing Line Loan, including without limitation, the proposed date of such Swing Line Loan, which must be a Business Day; (ii) on the proposed date of such Swing Line Loan, after giving effect to all outstanding requests for Swing Line Loans made by the Borrower as of the date of determination, (A) the aggregate principal amount of such requested all Swing Line Loan BorrowingLoans outstanding on such date shall not exceed the Swing Line Maximum Amount and (B) the Swing Line Lender’s Revolving Credit Exposure shall not exceed its Commitment. (iii) on the proposed date of such Swing Line Loan, plus after giving effect to all outstanding requests for Revolving Credit Loans and Swing Line Loans and Letters of Credit requested by the Borrower on such date of determination, the sum of (A) the aggregate principal amount of all other Revolving Credit Loans and the Swing Line Loans then outstanding on such date plus (B) the LC Exposure on such date shall not exceed the Swing Line Commitmentleast of (1) the Aggregate Maximum Credit Amounts, (2) the then applicable Borrowing Base and (3) the Aggregate Elected Commitment Amount; (iiiv) the principal amount of the initial funding of such Swing Line Loan, as opposed to any refunding or conversion thereof, shall be at least $250,000 or such lesser amount as may be agreed to by the Swing Line Lender; (v) each such Request for Borrowing Swing Line Loan shall be irrevocable delivered to the Swing Line Lender by 2:00 p.m. New York time on the proposed date of the Swing Line Loan; and (vi) each Request for Swing Line Loan, once delivered to the Swing Line Lender, shall not be revocable by the Borrower, and shall constitute and include a certification by the Company Borrower as of the provisions date thereof that the conditions set forth in subsections (a) through (f) of Section 8.3; and (iii) such Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each of the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse Swing Line Loans pursuant to the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests for Borrowings of Swing Line Loans on behalf of such Floor Plan Borrowers. Notwithstanding the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request6.02 have been satisfied.

Requests for Swing Line Loans. (a) On the Closing Date, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to a Request for Borrowing given by such Floor Plan Borrowers in an the manner specified in Section 4.3(b) and at the Applicable Interest Rate in the aggregate amount equal to of the Swing Line Minimum Amount. (b) On any day that a Request for Borrowing constitutes a Request for Borrowing of a Swing Line Loan pursuant to Section 2.3(d)(ii2.3(g)(ii), the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing in connection therewith, subject to the following and to the remaining provisions of this Section 4.3: (i) the aggregate principal amount of such requested Swing Line Loan Borrowing, plus the aggregate principal amount of all other Swing Line Loans then outstanding shall not exceed the Swing Line Commitment; (ii) each such Request for Borrowing of a Swing Line Loan once delivered to the Swing Line Bank, shall not be irrevocable revocable by the applicable Floor Plan Borrower, as the case may be, and shall constitute and include a certification to the extent applicable, by the Company of the provisions of Section 8.32.3(f); and (iii) the Swing Line Bank may, at its option, make Swing Line Loans under this Section 4.3 upon the irrevocable telephone request of a duly authorized officer of any Floor Plan Borrower and, in the event the Swing Line Bank makes any such Swing Line Loan upon a telephone request, the requesting officer of such Floor Plan Borrower shall, if so requested by the Swing Line Bank, deliver (including via fax) to the Swing Line Bank on the same day as such telephone request, a written Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing)of a Swing Line Loan. Each of the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse Swing Line Loans pursuant to the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests for Borrowings of Swing Line Loans on behalf of such Floor Plan Borrowers. Notwithstanding the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request.Borrowers

Requests for Swing Line Loans. (a) On The Borrower may request a Swing Line Loan by the Closing Datedelivery to the applicable Swing Line Lender of a Request for Swing Line Loan executed by a Responsible Officer for the Borrower, subject to the terms following: (i) each such Request for Swing Line Loan shall set forth the information required on the Request for Swing Line Loan, including without limitation (A) the proposed date of such Swing Line Loan, which must be a Business Day, (B) whether such Swing Line Loan is to be a ABR Loan or a Quoted Rate Loan, and conditions hereunder set forth(C) in the case of a Quoted Rate Loan, the duration of the Interest Period applicable thereto; (ii) on the proposed date of such Swing Line Loan, after giving effect to all outstanding requests for Swing Line Loans made by the Borrower as of the date of determination, (A) the aggregate principal amount of all Swing Line Loans outstanding on such date shall not exceed the Swing Line Bank shall make a Maximum Amount and (B) such Swing Line Loan Lender’s Revolving Credit Exposure shall not exceed its Commitment; (iii) on the proposed date of such Swing Line Loan, after giving effect to one or more all outstanding requests for Revolving Credit Loans and Swing Line Loans and Letters of Credit requested by the Borrower on such date of determination (including, without duplication, Loans that are deemed disbursed pursuant to Section 2.07(f)(iii) in respect of the Floor Plan Borrowers pursuant to a Request for Borrowing in an Borrower’s Reimbursement Obligations hereunder), the sum of (A) the aggregate principal amount equal to of all Revolving Credit Loans and the Swing Line Minimum Loans outstanding on such date plus (B) the Letter of Credit Obligations on such date shall not exceed the lesser of (x) the Aggregate Maximum Credit Amounts, (y) the then applicable Borrowing Base and (z) the Aggregate Elected Commitment Amount.; (biv) On any day that a Request for Borrowing constitutes a Request for Borrowing (A) in the case of a Swing Line Loan that is an ABR Loan, the principal amount of the initial funding of such Loan, as opposed to any refunding or conversion thereof, shall be at least $250,000 or such lesser amount as may be agreed to by the applicable Swing Line Lender, and (B) in the case of a Swing Line Loan that is a Quoted Rate Loan, the principal amount of such Loan, plus any other outstanding Swing Line Loans to be then combined therewith having the same Interest Period, if any, shall be at least $250,000 or such lesser amount as may be agreed to by the applicable Swing Line Lender, and at any time there shall not be in effect more than three (3) Interest Periods; (v) each such Request for Swing Line Loan shall be delivered to the applicable Swing Line Lender by 12:00 p.m. (New York time) on the proposed date of the Swing Line Loan; (vi) each Request for Swing Line Loan, once delivered to such Swing Line Lender, shall not be revocable by the Borrower, and shall constitute and include a certification by the Borrower as of the date thereof that the conditions set forth in subsections (a), (b), (c) and (e) of Section 6.02 have been satisfied; (vii) At the option of the Administrative Agent, subject to revocation by the Administrative Agent at any time and from time to time and so long as the Administrative Agent is the applicable Swing Line Lender, the Borrower may utilize the Administrative Agent’s “Sweep to Loan” automated system for obtaining Swing Line Loans and making periodic repayments. At any time during which the “Sweep to Loan” system is in effect, Swing Line Loans shall be advanced to fund borrowing needs pursuant to Section 2.3(d)(ii)the terms of the Sweep Agreement. Each time a Swing Line Loan is made using the “Sweep to Loan” system, the applicable Floor Plan Borrower shall be deemed to have delivered certified to the Administrative Agent and the Lenders each of the matters set forth in Section 2.08(c). Principal and interest on such Swing Line Bank a Request for Borrowing in connection therewithLoans requested, subject or deemed requested, pursuant to this Section 2.08 shall be paid pursuant to the following terms and conditions of the Sweep Agreement without any deduction, setoff or counterclaim whatsoever. Unless sooner paid pursuant to the remaining provisions hereof or the provisions of this Section 4.3: (i) the aggregate Sweep Agreement, the principal amount of such requested Swing Line Loan Borrowing, plus the aggregate principal amount of all other Swing Line Loans then outstanding shall not exceed the Swing Line Commitment; (ii) such Request for Borrowing shall be irrevocable paid in full, together with accrued interest thereon, on the Revolving Credit Maturity Date. The Administrative Agent may suspend or revoke the Borrower’s privilege to use the “Sweep to Loan” system at any time and from time to time for any reason and, immediately upon any such revocation, the “Sweep to Loan” system shall constitute a certification by no longer be available to the Company Borrower for the funding of the provisions of Section 8.3; and (iii) such Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each of the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse Swing Line Loans pursuant to hereunder (or otherwise), and the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests regular procedures set forth in this Section 2.08 for Borrowings the making of Swing Line Loans shall be deemed immediately to apply. The Administrative Agent may, at its option, also elect to make Swing Line Loans upon the Borrower’s telephone requests on behalf the basis set forth in the last paragraph of such Floor Plan Borrowers. Notwithstanding Section 2.03, provided that Borrower complies with the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone requestprovisions set forth in this Section 2.08.

Requests for Swing Line Loans. (a) On the Closing Date, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to a Request for Borrowing given by such Floor Plan Borrowers in an the manner specified in Section 4.3(b) and at the Applicable Interest Rate in the aggregate amount equal to of the Swing Line Minimum Amount. (b) On any day that a Request for Borrowing constitutes a Request for Borrowing of a Swing Line Loan pursuant to Section 2.3(d)(ii2.3(g)(ii), the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing in connection therewith, subject to the following and to the remaining provisions of this Section 4.3:: THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (i) the aggregate principal amount of such requested Swing Line Loan Borrowing, plus the aggregate principal amount of all other Swing Line Loans then outstanding shall not exceed the Swing Line Commitment; (ii) each such Request for Borrowing of a Swing Line Loan once delivered to the Swing Line Bank, shall not be irrevocable revocable by the applicable Floor Plan Borrower, as the case may be, and shall constitute and include a certification to the extent applicable, by the Company of the provisions of Section 8.32.3(f); and (iii) the Swing Line Bank may, at its option, make Swing Line Loans under this Section 4.3 upon the irrevocable telephone request of a duly authorized officer of any Floor Plan Borrower and, in the event the Swing Line Bank makes any such Swing Line Loan upon a telephone request, the requesting officer of such Floor Plan Borrower shall, if so requested by the Swing Line Bank, deliver (including via fax) to the Swing Line Bank on the same day as such telephone request, a written Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing)of a Swing Line Loan. Each of the Floor Plan Borrowers hereby authorizes the Swing Line Bank to disburse Swing Line Loans pursuant to the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests for Borrowings of Swing Line Loans on behalf of such Floor Plan Borrowers. Notwithstanding the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for a Swing Line Loan Borrowing shall constitute a certification of the matters set forth in Section 2.3(f) of this Agreement.

Requests for Swing Line Loans. (a) On The Borrower may request a Swing Line Loan by the Closing Datedelivery to the Swing Line Lender of a Request for Swing Line Loan executed by a Responsible Officer for the Borrower, subject to the terms and conditions hereunder set forth, the Swing Line Bank shall make a Swing Line Loan to one or more of the Floor Plan Borrowers pursuant to a Request for Borrowing in an amount equal to the Swing Line Minimum Amount. (b) On any day that a Request for Borrowing constitutes a Request for Borrowing of a Swing Line Loan pursuant to Section 2.3(d)(ii), the applicable Floor Plan Borrower shall be deemed to have delivered to Swing Line Bank a Request for Borrowing in connection therewith, subject to the following and to the remaining provisions of this Section 4.3following: (i) each such Request for Swing Line Loan shall set forth the information required on the Request for Swing Line Loan, including without limitation, the proposed date of such Swing Line Loan, which must be a Business Day; (ii) on the proposed date of such Swing Line Loan, after giving effect to all outstanding requests for Swing Line Loans made by the Borrower as of the date of determination, (A) the aggregate principal amount of such requested all Swing Line Loan BorrowingLoans outstanding on such date shall not exceed the Swing Line Maximum Amount and (B) the Swing Line Lender’s Revolving Credit Exposure shall not exceed its Revolving Commitment; (iii) on the proposed date of such Swing Line Loan, plus after giving effect to all outstanding requests for Revolving Credit Loans and Swing Line Loans and Letters of Credit requested by the Borrower on such date of determination (including, without duplication, Loans that are deemed disbursed pursuant to Section 2.07(f)(iii) hereof in respect of the Borrower’s Reimbursement Obligations hereunder), the sum of (x) the aggregate principal amount of all other Revolving Credit Loans and the Swing Line Loans then outstanding on such date plus (y) the Letter of Credit Obligations on such date shall not exceed the Swing Line Commitmentleast of (A) the Aggregate Maximum Credit Amount minus the Total Term Loan Exposures, (B) the then applicable Available Borrowing Base and (C) the Aggregate Elected Revolving Commitment Amount; (iiiv) (A) the principal amount of the initial funding of such Loan, as opposed to any refunding thereof, shall be in an amount that is an integral multiple of $500,000 and at least $500,000 or such lesser amount as may be agreed to by the Swing Line Lender; (v) each such Request for Borrowing Swing Line Loan shall be irrevocable delivered to the Swing Line Lender by 2:00 p.m. (New York time) on the proposed date of the Swing Line Loan; (vi) each Request for Swing Line Loan, once delivered to the Swing Line Lender, shall not be revocable by the Borrower, and shall constitute and include a certification by the Company Borrower as of the date thereof that the conditions set forth in Sections 6.02(a), (b) and (e) have been satisfied; (vii) At the option of the Administrative Agent, subject to revocation by the Administrative Agent at any time and from time to time and so long as the Administrative Agent is the Swing Line Lender, the Borrower may utilize the Administrative Agent’s “Sweep to Loan” automated system for obtaining Swing Line Loans and making periodic repayments. At any time during which the “Sweep to Loan” system is in effect, Swing Line Loans shall be advanced to fund borrowing needs pursuant to the terms of the Sweep Agreement. Principal and interest on Swing Line Loans requested, or deemed requested, pursuant to this Section shall be paid pursuant to the terms and conditions of the Sweep Agreement without any deduction, setoff or counterclaim whatsoever. Unless sooner paid pursuant to the provisions hereof or the provisions of Section 8.3; and (iii) such Request for Borrowing may be in writing (including via facsimile) or telephonic (if promptly confirmed in writing). Each the Sweep Agreement, the principal amount of the Floor Plan Borrowers hereby authorizes the Swing Line Bank Loans shall be paid in full, together with accrued interest thereon, on the Revolving Credit Maturity Date. The Administrative Agent may suspend or revoke the Borrower’s privilege to disburse Swing Line Loans pursuant use the “Sweep to Loan” system at any time and from time to time for any reason and, immediately upon any such revocation, the “Sweep to Loan” system shall no longer be available to the telephone instructions of any Person purporting to be a Person identified by name on a written list of Persons authorized by each such Floor Plan Borrower to make Requests for Borrowings the funding of Swing Line Loans hereunder (or otherwise), and the regular procedures set forth in this Section 2.08 for the making of Swing Line Loans shall be deemed immediately to apply. The Administrative Agent may, at its option, also elect to make Swing Line Loans upon the Borrower’s telephone requests on behalf the basis set forth in the last paragraph of such Floor Plan Borrowers. Notwithstanding Section 2.03, provided that Borrower complies with the foregoing, each of the Floor Plan Borrowers acknowledges and agrees that such Floor Plan Borrower shall bear all risk of loss resulting from disbursements made upon any telephone requestprovisions set forth in this Section 2.08.