Common use of Termination/Maturity/Renewal Clause in Contracts

Termination/Maturity/Renewal. 3.2.1 At any time there is an Existing Default irrespective of any provision in this Agreement to the contrary, Administrative Agents may, and at the request of the Required Lenders shall, by notice to the Borrowing Agent, terminate the Facilities, accelerate the Loan Obligations or take such other actions as they may be permitted to take hereunder (including under Section 12.1), the other Loan Documents or at law or in equity. Notwithstanding a termination, Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until the Loan Obligations have been indefeasibly paid in full in cash. 3.2.2 Resellers may, at any time, elect to terminate or permanently reduce, in whole or in part, the Facilities, provided that, (i) in the case of a termination in full, Resellers pay to the Administrative Agents, for the ratable benefit of Lenders (a) the outstanding principal amount of the Aggregate Channel Finance Loans, plus (b) all accrued interest with respect to such Loans, if any, to the date set for termination of the Aggregate Channel Finance Loans, and (ii) in the case of a permanent reduction, Resellers pay to the Administrative Agents, for the ratable benefit of Lenders, (a) the outstanding principal amount of the Loans in excess of the Aggregate Channel Finance Loan Facility Limit as adjusted pursuant to this Section 3.2.2, plus (b) all accrued interest with respect to such Loans, if any, to the date set for such reduction. Notwithstanding a termination pursuant to the provisions of Section 3.2.1 and Section 3.2.2, (i) Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until Reseller has indefeasibly paid all of the Loan Obligations in full in cash and (ii) all the provisions hereunder that by their terms expressly survive the termination of the Agreement shall survive. 3.2.3 If the Facilities are not sooner terminated as contemplated by this Agreement, then, notwithstanding anything contained in this Agreement to the contrary, the Facilities shall automatically terminate on the Termination Date (defined below) unless no less than 60 days prior to the Termination Date, Administrative Agents, Resellers, and all of the Lenders affirmatively agree in writing, in each of their respective sole and absolute discretion, to renew the Channel Finance Loan Facility and the Interim Channel Finance Loan Facility for an additional twelve-month period on the terms and conditions contained herein (a “Renewal”). If no Renewal has occurred, “Termination Date” means June 23, 2021, provided that if one or more Renewals have occurred, “Termination Date” means the date which is the last day of the twelve-month period for which the Facilities were extended pursuant to the Renewal which occurred most recently. None of the Administrative Agents nor any Lender shall be obligated to provide Resellers with notice (written or oral) of a Termination Date. If written evidence of a Renewal is not executed by the Administrative Agents, all of the Lenders and Resellers as required herein, then this Agreement and the Loan Documents shall terminate on the Termination Date without further action or notice by any party hereto.

Termination/Maturity/Renewal. 3.2.1 At any time there is an Existing Default irrespective In addition to the termination of any provision in this Agreement pursuant to Section 12.1, the contrary, Administrative Agents may, and at the request of the Required Lenders shall, by providing 90 days’ prior written notice to the Borrowing Agent, take either or both of the following actions, at the same or different times: (i) terminate the FacilitiesCommitments, accelerate and thereupon the Loan Obligations Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or take in part, in which case any such other actions as they principal or face amount not so declared to be due and payable or required to be prepaid may thereafter be permitted declared to take hereunder (including under Section 12.1be due and payable or required to be prepaid), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Loan Documents obligations of the Resellers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or at law or other notice of any kind (except as provided in equitythis Section 3.2.1), all of which are hereby waived by the Resellers. Notwithstanding a terminationFurthermore, 30 days after furnishing notice to terminate under this Section, Administrative Agents may cease providing Approvals to Approved Vendors. In connection with the enforcement by Administrative Agents of any remedies available to it as a result of this Section 3.2.1, Administrative Agents shall have all the rights and Lenders will retain Resellers shall have all of their rights, interests the obligations and remedies hereunder and duties provided in all Collateral until the Loan Obligations have been indefeasibly paid in full in cashSection 12.1 hereof. 3.2.2 Resellers may, at any time, elect to terminate or permanently reduce, in whole or in part, the Facilities, provided that, (i) in the case of a termination in full, Resellers pay to the Administrative Agents, for the ratable benefit of Lenders (a) the outstanding principal amount of the Aggregate Channel Finance Floorplan Loans, plus (b) all accrued interest with respect to such the Loans, if any, to the date set for termination of the Aggregate Channel Finance Loans, and (ii) in the case of a permanent reduction, Resellers pay to the Administrative Agents, for the ratable benefit of Lenders, (a) the outstanding principal amount of the Loans in excess of the Aggregate Channel Finance Floorplan Loan Facility Limit as adjusted pursuant to this Section 3.2.2, plus (b) all accrued interest with respect to such Loans, if any, to the date set for such reduction. Notwithstanding a termination pursuant to the provisions of Section 3.2.1 and Section 3.2.2, (i) Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until Reseller has indefeasibly paid all of the Loan Obligations in full in cash and (ii) all the provisions hereunder that by their terms expressly survive the termination of the Agreement shall survive. 3.2.3 If the Facilities are not sooner terminated as contemplated by this Agreement, then, notwithstanding anything contained in this Agreement to the contrary, the Facilities shall automatically terminate on the Termination Date (defined below) unless no less than 60 days prior to the Termination Date, Administrative Agents, Resellers, and all of the Lenders affirmatively agree in writing, in each of their respective sole and absolute discretion, to renew the Channel Finance Loan Facility and the Interim Channel Finance Loan Facility Facilities for an additional twelve-month period on the terms and conditions contained herein (a “Renewal”). If no Renewal has occurred, “Termination Date” means June 23April 1, 20212013, provided that if one or more Renewals have occurred, “Termination Date” means the date which is the last day of the twelve-month period for which the Facilities were extended pursuant to the Renewal which occurred most recently. None of the Administrative Agents nor any Lender shall be obligated to provide the Resellers with notice (written or oral) of a Termination Date. If written evidence of a Renewal is not executed by the Administrative Agents, all of the Lenders and Resellers as required herein, then this Agreement and the Loan Documents shall terminate on the Termination Date without further action or notice by any party hereto.

Termination/Maturity/Renewal. 3.2.1 At any time there is an Existing Default irrespective of any provision in this Agreement to the contrary, Administrative Agents may, and at the request of the or Required Lenders shall, by notice to the Borrowing Agent, may terminate the Facilities, accelerate the Loan Obligations or take such other actions as they may be permitted to take hereunder (including under Section 12.1), the other Loan Documents or at law or in equity. Notwithstanding a termination, Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until the Loan Obligations have been indefeasibly paid in full in cash. 3.2.2 Resellers may, at any time, elect to terminate or permanently reduce, in whole or in part, the Facilities, provided that, (i) in the case of a termination in full, Resellers pay to the Administrative Agents, for the ratable benefit of Lenders (a) the outstanding principal amount of the Aggregate Channel Finance Floorplan Loans, plus (b) all accrued interest with respect to such the Loans, if any, to the date set for termination of the Aggregate Channel Finance Loans, and (ii) in the case of a permanent reduction, Resellers pay to the Administrative Agents, for the ratable benefit of Lenders, (a) the outstanding principal amount of the Loans in excess of the Aggregate Channel Finance Floorplan Loan Facility Limit as adjusted pursuant to this Section 3.2.2, plus (b) all accrued interest with respect to such Loans, if any, to the date set for such reduction. Notwithstanding a termination pursuant to the provisions of Section 3.2.1 and Section 3.2.2, (i) Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until Reseller has indefeasibly paid all of the Loan Obligations in full in cash and (ii) all the provisions hereunder that by their terms expressly survive the termination of the Agreement shall survive. 3.2.3 If the Facilities are not sooner terminated as contemplated by this Agreement, then, notwithstanding anything contained in this Agreement to the contrary, the Facilities shall automatically terminate on the Termination Date (defined below) unless no less than 60 days prior to the Termination Date, Administrative Agents, Resellers, and all of the Lenders affirmatively agree in writing, in each of their respective sole and absolute discretion, to renew the Channel Finance Loan Facility and the Interim Channel Finance Loan Facility Facilities for an additional twelve-month period on the terms and conditions contained herein (a “Renewal”). If no Renewal has occurred, “Termination Date” means June 23April 26, 20212017, provided that if one or more Renewals have occurred, “Termination Date” means the date which is the last day of the twelve-month period for which the Facilities were extended pursuant to the Renewal which occurred most recently. None of the Administrative Agents nor any Lender shall be obligated to provide the Resellers with notice (written or oral) of a Termination Date. If written evidence of a Renewal is not executed by the Administrative Agents, all of the Lenders and Resellers as required herein, then this Agreement and the Loan Documents shall terminate on the Termination Date without further action or notice by any party hereto.