Common use of Prepayment of Loans; Mandatory Reduction of Indebtedness Clause in Contracts

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject, in the case of Acquisition Loan Borrowings, to the requirements of Section 5.10, but otherwise without premium or penalty, upon at least three (3) Business Days’ prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in the currency in which the Acquisition Loan being repaid was made. (b) On the date of any termination or reduction of the Total Commitment pursuant to Section 5.5(a), each of the Borrowers shall prepay the Loans in an amount equal to the amount by which the Total Commitment is being so terminated or reduced, as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii), if at any time and for any reason: (i) the aggregate principal amount of (y) all Floor Plan Loans outstanding, plus (z) all Swing Line Loans outstanding shall exceed the Total Floor Plan Loan Commitment at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (x) Acquisition Loans, plus (y) Letter of Credit Obligations shall exceed the amount of the Acquisition Loan Advance Limit, or (iv) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total Commitment, the Borrowers shall immediately, upon demand, pay to the Agent for payment to the Lenders an amount of such Obligations equal to such excess and, to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loans, the Agent shall transfer such monies to the Floor Plan Agent. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loan, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Each Revolving Credit Loan Borrowing, each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to timetime prior to its respective date due in accordance herewith, in whole or in part, subject, in the case of Acquisition Loan Borrowings, subject to the requirements of Section 5.10, but otherwise without premium or penalty, upon at least three (3) Business Days’ ' prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in the currency in which the Acquisition Loan being repaid was made. (b) On the date of any termination or reduction of the Total Commitment Commitments pursuant to Section 5.5(a), each of the Borrowers shall prepay the Loans in an amount equal to the amount by which the Total Commitment is Commitments are being so terminated or reduced, as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment Commitments following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii2.3(d)(ii), if at any time and for any reason: (i) the aggregate principal amount of all (y) all Floor Plan Loans outstanding, plus (z) all Floor Plan Swing Line Loans outstanding shall exceed the Total Floor Plan Loan Commitment Commitments at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (x) Acquisition Revolving Credit Loans, plus (y) Swing Line Loans outstanding under the Revolving Credit Loan Commitments, plus (z) Letter of Credit Obligations shall exceed the amount of the Acquisition Revolving Credit Loan Advance Limit, or (iviii) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Revolving Credit Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total CommitmentCommitments, the Borrowers shall immediately, upon demand, pay to the Agent for payment to the Lenders an amount of such Obligations equal to such excess andexcess, provided, Borrowers shall have the right to direct such repayment first to prepay such portion of the Indebtedness not subject to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loans, the Agent shall transfer such monies to the Floor Plan Agentprovisions of Section 5.10. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loan, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject, in the case of Acquisition Loan Borrowings, to the requirements of Section 5.10, but otherwise without premium or penalty, upon at least three (3) Business Days’ prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in the currency in which the Acquisition Loan being repaid was made. (b) On the date of any termination or reduction of the Total Commitment pursuant to Section 5.5(a), each of the Borrowers shall prepay the Loans in an amount equal to the amount by which the Total Commitment is being so terminated or reduced, as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii2.3(d)(iii), if at any time and for any reason: (i) the aggregate principal amount of all (y) all Floor Plan Loans outstanding, plus (z) all Swing Line Loans outstanding shall exceed the Total Floor Plan Loan Commitment at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (x) Acquisition Loans, plus (y) Letter of Credit Obligations shall exceed the amount of the Acquisition Loan Advance Limit, or (iv) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total Commitment, the Borrowers shall immediately, upon demand, pay to the Agent for payment to the Lenders an amount of such Obligations equal to such excess andexcess, provided, Borrowers shall have the right to direct such repayment first to prepay such portion of the Indebtedness not subject to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loans, the Agent shall transfer such monies to the Floor Plan Agentprovisions of Section 5.10. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loan, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject, in the case of Acquisition Loan Borrowings, subject to the requirements of Section 5.10, but otherwise -39- without premium or penalty, upon at least three (3) Business Days’ ' prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in the currency in which the Acquisition Loan being repaid was made. (b) On the date of any termination or reduction of the Total Commitment Commitments pursuant to Section 5.5(a) or Section 5.5(d), each of the Borrowers shall prepay the so much of its Loans in an amount equal (up to the amount by which the Total Commitment is being Commitments are so terminated or reduced, ) as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment Commitments following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid, which notice shall be irrevocable and shall commit the Borrower making such notice to prepay such Loan by the amount stated therein on the date stated therein. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii2.3(d)(iii), if at any time and for any reason: (i) the aggregate principal amount of all (y) all Floor Plan Loans outstanding, plus (z) all Swing Line Loans outstanding shall exceed the Total aggregate Floor Plan Loan Commitment Commitments at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (xy) Acquisition Loans, plus (yz) Letter of Credit Obligations shall exceed the amount of the aggregate Acquisition Loan Advance LimitCommitments, or (iviii) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total CommitmentCommitments, the Borrowers shall immediately, upon demand, immediately pay to the Agent (for payment to application in the Lenders manner directed by the Company) an amount of such Obligations equal to such excess andexcess, provided, however, that Borrowers shall have the right to direct such repayment first to prepay such portion of the Indebtedness not subject to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loans, the Agent shall transfer such monies to the Floor Plan Agentindemnification provisions of this Agreement in Section 5.10. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loan, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject, in the case of Acquisition Loan Borrowings, to the requirements of Section 5.10, but otherwise without premium or penalty, upon at least three (3) Business Days’ prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in the currency in which the Acquisition Loan being repaid was made. (b) On the date of any termination or reduction of the Total Commitment pursuant to Section 5.5(a), each of the Borrowers shall prepay the Loans in an amount equal to the amount by which the Total Commitment is being so terminated or reduced, as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii), if at any time and for any reason: (i) the aggregate principal amount of (y) all Floor Plan Loans outstanding, plus (z) all Swing Line Loans outstanding shall exceed the Total Floor Plan Loan Commitment at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (x) Acquisition Loans, plus (y) Letter of Credit Obligations shall exceed the amount of the Acquisition Loan Advance Limit, or (iv) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total Commitment, the Borrowers shall immediately, upon demand, pay to the Agent for payment to the Lenders an amount of such Obligations equal to such excess and, to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loans, the Agent shall transfer such monies to the Floor Plan Agent. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loan, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject, in the case of Acquisition Loan Borrowings, to the requirements of Section 5.10, but otherwise without premium or penalty, upon at least three (3) Business Days’ prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in the currency in which the Acquisition Loan being repaid was made. (b) On the date of any termination or reduction of the Total Commitment pursuant to Section 5.5(a), each of the Borrowers shall prepay the Loans in an amount equal to the amount by which the Total Commitment is being so terminated or reduced, as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii2.3(d)(iii), if at any time and for any reason: (i) the aggregate principal amount of all (y) all Floor Plan Loans outstanding, plus (z) all Swing Line Loans outstanding shall exceed the Total Floor Plan Loan Commitment at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (x) Acquisition Loans, plus (y) Letter of Credit Obligations shall exceed the amount of the Acquisition Loan Advance Limit, or (iv) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total Commitment, the Borrowers shall immediately, upon demand, pay to the Agent for payment to the Lenders an amount of such Obligations equal to such excess andexcess, provided, the Borrowers shall have the right to direct such repayment first to prepay such portion of the Indebtedness not subject to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loans, the Agent shall transfer such monies to the Floor Plan Agentprovisions of Section 5.10. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loan, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject, in the case of Acquisition Loan Borrowings, subject to the requirements of Section 5.10, but otherwise without premium or penalty, upon at least three (3) Business Days’ prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in the currency in which the Acquisition Loan being repaid was made. (b) On the date of any termination or reduction of the Total Commitment Commitments pursuant to Section 5.5(a), each of the Borrowers shall prepay the Loans in an amount equal to the amount by which the Total Commitment is Commitments are being so terminated or reduced, as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment Commitments following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii2.3(d)(iii), if at any time and for any reason: (i) the aggregate principal amount of all (y) all Floor Plan Loans outstanding, plus (z) all Swing Line Loans outstanding shall exceed the Total Floor Plan Loan Commitment Commitments at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (x) Acquisition Loans, plus (y) Letter of Credit Obligations shall exceed the amount of the Acquisition Loan Advance Limit, or (iviii) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total CommitmentCommitments, the Borrowers shall immediately, upon demand, pay to the Agent for payment to the Lenders an amount of such Obligations equal to such excess andexcess, provided, Borrowers shall have the right to direct such repayment first to prepay such portion of the Indebtedness not subject to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loans, the Agent shall transfer such monies to the Floor Plan Agentprovisions of Section 5.10. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loan, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, Borrowing and each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject, in the case of Acquisition Loan Borrowings, to the requirements of Section 5.10, but otherwise without premium or penalty, upon at least three (3) Business Days’ prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in , upon at least thee (3) Business Days' prior written or telex notice to the currency in which the Acquisition Loan being repaid was madeAgent. (b) On the date of any termination or reduction of the Total Commitment Commitments pursuant to Section 5.5(a) or (e), each of the Borrowers shall prepay the so much of its Loans in an amount equal (up to the amount by which the Total Commitment is being Commitments are so terminated or reduced, ) as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment Commitments following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid, which notice shall be irrevocable and shall commit the Borrower making such notice to prepay such Loan by the amount stated therein on the date stated therein. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii2.3(g)(iii), if at any time and for any reason: (i) the aggregate principal amount of all (y) all Floor Plan Loans outstanding, plus (z) all Swing Line Loans outstanding shall exceed the Total amount of Floor Plan Loan Commitment at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (xy) Acquisition Loans, plus (yz) Letter of Credit Obligations Obligation's shall exceed the amount of the Acquisition Loan Advance LimitCommitment, or (iviii) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total CommitmentCommitments, the Borrowers shall immediately, upon demand, immediately pay to the Agent (for payment to application in the Lenders manner directed by the Company) an amount of such Obligations equal to such excess andexcess, to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loansprovided, the Agent shall transfer such monies to the Floor Plan Agent. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loanhowever, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.that Borrowers

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject, in the case of Acquisition Loan Borrowings, subject to the requirements of Section 5.10, but otherwise without premium or penalty, upon at least three (3) Business Days’ prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in the currency in which the Acquisition Loan being repaid was made. (b) On the date of any termination or reduction of the Total Commitment Commitments pursuant to Section 5.5(a), each of the Borrowers shall prepay the Loans in an amount equal to the amount by which the Total Commitment is Commitments are being so terminated or reduced, as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment Commitments following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii2.3(d)(iii), if at any time and for any reason: (i) the aggregate principal amount of all (y) all Floor Plan Loans outstanding, plus (z) all Swing Line Loans outstanding shall exceed the Total Floor Plan Loan Commitment Commitments at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (x) Acquisition Loans, plus (y) Letter of Credit Obligations shall exceed the amount of the Acquisition Loan Advance Limit, or (iv) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total CommitmentCommitments, the Borrowers shall immediately, upon demand, pay to the Agent for payment to the Lenders an amount of such Obligations equal to such excess andexcess, provided, Borrowers shall have the right to direct such repayment first to prepay such portion of the Indebtedness not subject to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loans, the Agent shall transfer such monies to the Floor Plan Agentprovisions of Section 5.10. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loan, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, Borrowing and each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject, in the case of Acquisition Loan Borrowings, to the requirements of Section 5.10, but otherwise without premium or penalty, upon at least three (3) Business Days’ prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in , upon at least thee (3) Business Days' prior written or telex notice to the currency in which the Acquisition Loan being repaid was madeAgent. (b) On the date of any termination or reduction of the Total Commitment Commitments pursuant to Section 5.5(a) or (e), each of the Borrowers shall prepay the so much of its Loans in an amount equal (up to the amount by which the Total Commitment is being Commitments are so terminated or reduced, ) as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment Commitments following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid, which notice shall be irrevocable and shall commit the Borrower making such notice to prepay such Loan by the amount stated therein on the date stated therein. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii2.3(g)(iii), if at any time and for any reason: (i) the aggregate principal amount of all (y) all Floor Plan Loans outstanding, plus (z) all Swing Line Loans outstanding shall exceed the Total amount of Floor Plan Loan Commitment at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (xy) Acquisition Loans, plus (yz) Letter of Credit Obligations Obligation's shall exceed the amount of the Acquisition Loan Advance LimitCommitment, or (iviii) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total CommitmentCommitments, the Borrowers shall immediately, upon demand, pay to the Agent for payment to the Lenders an amount of such Obligations equal to such excess and, to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loans, the Agent shall transfer such monies to the Floor Plan Agent. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loan, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan Second Amended and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.Restated Revolving Credit Agreement

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, Borrowing and each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject, in the case of Acquisition Loan Borrowings, to the requirements of Section 5.10, but otherwise without premium or penalty, upon at least three (3) Business Days’ prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in , upon at least thee (3) Business Days' prior written or telex notice to the currency in which the Acquisition Loan being repaid was madeAgent. (b) On the date of any termination or reduction of the Total Commitment Commitments pursuant to Section 5.5(a) or (e), each of the Borrowers shall prepay the so much of its Loans in an amount equal (up to the amount by which the Total Commitment is being Commitments are so terminated or reduced, ) as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment Commitments following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid, which notice shall be irrevocable and shall commit the Borrower making such notice to prepay such Loan by the amount stated therein on the date stated therein. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii2.3(g)(iii), if at any time and for any reason: : (i) the aggregate principal amount of all (y) all Floor Plan Loans outstanding, plus (z) all Swing Line Loans outstanding shall exceed the Total amount of Floor Plan Loan Commitment at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (x) Acquisition Loans, plus (y) Letter of Credit Obligations shall exceed the amount of the Acquisition Loan Advance Limit, or (iv) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total Commitment, the Borrowers shall immediately, upon demand, pay to the Agent for payment to the Lenders an amount of such Obligations equal to such excess and, to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loans, the Agent shall transfer such monies to the Floor Plan Agent. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loan, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject, in the case of Acquisition Loan Borrowings, subject to the requirements of Section 5.10, but otherwise without premium or penalty, upon at least three (3) Business Days’ prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in the currency in which the Acquisition Loan being repaid was made. (b) On the date of any termination or reduction of the Total Commitment Commitments pursuant to Section 5.5(a), each of the Borrowers shall prepay the Loans in an amount equal to the amount by which the Total Commitment is Commitments are being so terminated or reduced, as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment Commitments following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii2.3(d)(iii), if at any time and for any reason: (i) the aggregate principal amount of all (y) all Floor Plan Loans outstanding, plus (z) all Swing Line Loans outstanding shall exceed the Total Floor Plan Loan Commitment Commitments at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (x) Acquisition Loans, plus (y) (z) Letter of Credit Obligations shall exceed the amount of the Acquisition Loan Advance Limit, or (iviii) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total CommitmentCommitments, the Borrowers shall immediately, upon demand, pay to the Agent for payment to the Lenders an amount of such Obligations equal to such excess andexcess, provided, Borrowers shall have the right to direct such repayment first to prepay such portion of the Indebtedness not subject to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loans, the Agent shall transfer such monies to the Floor Plan Agentprovisions of Section 5.10. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loan, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, Borrowing and each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject, in the case of Acquisition Loan Borrowings, to the requirements of Section 5.10, but otherwise without premium or penalty, upon at least three (3) Business Days’ prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in , upon at least thee (3) Business Days' prior written or telex notice to the currency in which the Acquisition Loan being repaid was madeAgent. (b) On the date of any termination or reduction of the Total Commitment pursuant to Section 5.5(a), each of the Borrowers shall prepay the so much of its Loans in an amount equal (up to the amount by which the Total Commitment is being so terminated or reduced, ) as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid, which notice shall be irrevocable and shall commit the Borrower making such notice to prepay such Loan by the amount stated therein on the date stated therein. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii2.3(g)(iii), if at any time and for any reason: (i) the aggregate principal amount of all (y) all Floor Plan Loans outstanding, plus (z) all Swing Line Loans outstanding shall exceed the Total amount of Floor Plan Loan Commitment at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (xy) Acquisition Loans, plus (yz) Letter of Credit Obligations Obligation's shall exceed the amount of the Acquisition Loan Advance LimitCommitment, or (iviii) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total Commitment, the Borrowers shall immediately, upon demand, immediately pay to the Agent (for payment to application in the Lenders manner directed by the Company) an amount of such Obligations equal to such excess andexcess, provided, however, that Borrowers shall have the right to direct such repayment first to prepay such portion of the Indebtedness not subject to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loans, the Agent shall transfer such monies to the Floor Plan Agentindemnification provisions of this Agreement in Section 5.10. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loan, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.

Prepayment of Loans; Mandatory Reduction of Indebtedness. (a) So long as no Swing Line Overdraft Loans are outstanding, each Acquisition Loan Borrowing, Borrowing and each Floor Plan Loan Borrowing and each Swing Line Loan may be prepaid at any time and from time to time, in whole or in part, subject, in the case of Acquisition Loan Borrowings, to the requirements of Section 5.10, but otherwise without premium or penalty, upon at least three (3) Business Days’ prior written or facsimile notice to the Agent. Each Swing Line Overdraft Loan Borrowing may be prepaid at any time and from time to time, in whole or in part, subject to the requirements of Section 5.10, but otherwise without premium or penalty. Any prepayments of Acquisition Loans shall be made in , upon at least thee (3) Business Days' prior written or telex notice to the currency in which the Acquisition Loan being repaid was madeAgent. (b) On the date of any termination or reduction of the Total Commitment pursuant to Section 5.5(a), each of the Borrowers shall prepay the so much of its Loans in an amount equal (up to the amount by which the Total Commitment is being so terminated or reduced, ) as shall be necessary in order that the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding will not exceed the Total Commitment following such termination or reduction. All prepayments of Acquisition Loans under this paragraph shall be subject to Section 5.10. (c) Each notice of prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan (or portion thereof) and the Type of Loan to be prepaid, which notice shall be irrevocable and shall commit the Borrower making such notice to prepay such Loan by the amount stated therein on the date stated therein. All prepayments shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment. (d) Subject to the provisions of Section 2.3(c)(iii2.3(g)(iii), if at any time and for any reason: (i) the aggregate principal amount of all (y) all Floor Plan Loans outstanding, plus (z) all Swing Line Loans outstanding shall exceed the Total amount of Floor Plan Loan Commitment at such time, or (ii) the aggregate principal amount of all Loans in Alternative Currencies shall exceed the Alternative Currency Sublimit by an amount greater than five percent (5%) of the Alternative Currency Sublimit, or (iii) the aggregate principal amount of all (xy) Acquisition Loans, plus (yz) Letter of Credit Obligations Obligation's shall exceed the amount of the Acquisition Loan Advance LimitCommitment, or (iviii) the aggregate principal amount of all (w) Floor Plan Loans outstanding, plus (x) Swing Line Loans outstanding, plus (y) Acquisition Loans outstanding, plus (z) Letter of Credit Obligations outstanding shall exceed the Total Commitment, the Borrowers shall immediately, upon demand, pay to the Agent for payment to the Lenders an amount of such Obligations equal to such excess and, to the extent such payment relates to the Floor Plan Loans and/or the Swing Line Loans, the Agent shall transfer such monies to the Floor Plan Agent. (e) If any Floor Plan Borrower becomes a Dual Subsidiary in accordance with Section 9.19 at such time as such Floor Plan Borrower has outstanding any New Vehicle Floor Plan Loan or New Vehicle Swing Line Loan, then such Floor Plan Borrower shall repay in full each outstanding New Vehicle Floor Plan Loan and each New Vehicle Swing Line Loan prior to or on the Dual Subsidiary Financing Commencement Date.