Common use of Request for Increase Clause in Contracts

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may request an increase in the Aggregate Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount (for all such requests) not exceeding $500,000,000; provided that (i) any such request for an Increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) and (ii) if applicable, the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount of any such Increase. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments (which increase may take as determined by the form Borrower but subject to the approval of new revolving the Administrative Agent (such approval not to be unreasonably withheld or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”delayed)) by an amount that will not cause the Aggregate Commitments to be greater than the sum of (for all such requestsi) not exceeding the Aggregate Commitments on the Closing Date, plus (ii) $500,000,000250,000,000; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) and (ii) if applicable, the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount of any such Increase5,000,000. At the time of sending such notice, the Company Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders)) and without requiring the consent of any of the Lenders other than as specifically set forth in this Section, the Company Borrower may from time to time, request an increase in the Aggregate Commitments (which increase may take Term Loans, in the form of new revolving either (i) an increase in the Term Commitments then in effect under this Agreement or (ii) the addition of one or more term loan tranches or increasing facilities pursuant to which the size Borrower may borrow a new tranche of an existing Trancheterm loans (“Incremental Term Loans”), the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an aggregate amount (for all such requests) requests not exceeding $500,000,000150,000,000; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or such smaller or, if less, the amount as the Company and the Administrative Agent shall agreerepresenting all remaining availability under this sentence) and (ii) if applicable, the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount whole multiples of any such Increase$1,000,000 in excess thereof. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Term Lender is requested to respond (which shall in no event be less than ten five Business Days from the date of delivery of such notice to the Term Lenders).

Request for Increase. Provided there exists no Default and no Default would result therefrom, and provided the Commitments have not been terminated or Event of Defaultreduced pursuant to Section 2.06, then, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time request an increase in the Aggregate Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount such that the Aggregate Commitments (for after all such requests) do not exceeding exceed $500,000,000300,000,000; provided that (i) any such request for an Increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) 10,000,000 and (ii) if applicablethe Borrower may make a maximum of three such requests; provided, the Company shall specify the Tranchehowever, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount of any Increases hereunder plus the amount of Increases under the Five-Year Working Capital Credit Agreement (as such Increaseterm is defined therein) shall not exceed, in the aggregate, $500,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may request an increase in the Aggregate Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans Tranche and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount (for all such requests) not exceeding $500,000,000; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) and (ii) if applicable, the Company shall specify the Tranche, Tranches, Term A-1 Loans Tranche or Term A-2 Loans Tranches that shall be increased and the amount of any such Increaseincrease. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrowers may from time to time, request an increase in the Aggregate WC Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment Aggregate Revolver Commitments, or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (eachboth, an “Increase”) by an amount (for all such requests, including, to the extent applicable, the Accordion Increase made effective on the Accordion Increase Date) not exceeding an aggregate amount equal to the sum of (a) $500,000,000300,000,000 plus (b) the aggregate amount of the Accordion Increase, if any, made effective on the Accordion Increase Date; provided provided, that (i) any such request shall specify whether such request is for an Increase increase in the Aggregate WC Commitment, the Aggregate Revolver Commitment or both (and, if both, the allocation between the two); and (ii) any such request for an increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) and (ii) if applicable, the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount of any such Increase25,000,000. At the time of sending such notice, the Company Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten five Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of nor any Revolving Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, request an increase in the Aggregate Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount (for all such requests) , not exceeding $500,000,000; 175,000,000 in the aggregate, provided that the Company may make a maximum of five (i5) any such request for an Increase requests. Such increase shall be in a minimum amount of $25,000,000 (or such smaller amount allocated between the Aggregate New Vehicle Floorplan Commitments and the Aggregate Used Vehicle Floorplan Commitments as requested by the Company and the Administrative Agent shall agree) and (ii) if applicablespecified in its notice, the Company shall specify the Trancheprovided that, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount of following any such Increaseincrease, no more than 15% of the Aggregate Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments. At the time of sending any such notice, the Company (in consultation with the Administrative Agent) shall specify (x) the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)) and (y) whether the requested increase is for the New Vehicle Floorplan Commitments or the Used Vehicle Floorplan Commitments.

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), at any time from the Closing Date until the date that falls fifty (50) days after the Closing Date, the Company may request an (x) one increase in the Aggregate Commitments (which increase may take the form “Commitment Increase”) or (y) the establishment of one new revolving or term loan tranches or increasing commitment (the size of an existing Tranche“Incremental Term Commitment”; the Incremental Term Commitment and the Commitment Increase, collectively, referred to as the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “IncreaseIncremental Increases”)) by an amount (for all such requests) not exceeding $500,000,000; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) and (ii) if applicable, the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount of any such Increase25,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten three Business Days from the date of delivery of such notice to the Lenders). No consent of any Lender (other than the Lenders participating in the increase) shall be required for an Incremental Increase under this Section 2.12.

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent Borrower may request increases in the Facility Amount so long as the Facility Amount (which after giving effect thereto) shall promptly notify not exceed, in the Lendersaggregate, One Billion Two Hundred Fifty Million and No/100 Dollars ($1,250,000,000), the Company . The Borrower may either (i) request an increase in the Aggregate Commitments Revolving Commitment or (which ii) request an increase may take in the form principal amount of new revolving or term loan tranches or increasing the size of an existing Tranche, the any existing Term A-1 Loans Loan or the existing a new tranche or tranches of term loans (each request for a new tranche, a "New Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount (for all such requests) not exceeding $500,000,000Loan"); provided that (iA) any such request for an Increase increase shall be in a minimum amount of Twenty-Five Million and No/100 Dollars ($25,000,000 25,000,000.00) and (or B) such smaller amount as the Company and written request shall be delivered to the Administrative Agent shall agreenot more than twenty-four (24) and (ii) if applicable, calendar months following the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount of any such IncreaseClosing Date. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders)) and the Borrower may also invite prospective lenders to respond.

Request for Increase. Provided there exists that no Default shall have occurred and be continuing at such time or Event of Defaultwould result therefrom, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and the Term A Lenders, as applicable), the Company may request request, from time to time, without the consent of any Lender, an increase in the Aggregate Commitments (which increase may take Revolving Credit Facility or Term A Loans or both by an aggregate amount not exceeding, when taken together with all previous increases in the form of new revolving or term loan tranches or increasing Revolving Credit Facility and Term A Loans pursuant to this Section 2.13 and all Incremental Term Facilities and Incremental Equivalent Debt pursuant to Section 2.14, in each case incurred after the size of an existing TrancheAmendment No. 2 Effective Date, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment greater of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount (for all such requests) not exceeding $500,000,000; provided that (i) the Incremental Fixed Amount and (ii) the Incremental Ratio Amount; provided, any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) and (ii) if applicable, the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount of any such Increase50,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Term A Lender, as applicable, is requested to respond (which shall in no event be less than ten 10 Business Days from the date of delivery of such notice to such Lenders by the LendersAdministrative Agent).

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time request an increase in the Aggregate Total Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount (for all such requests) not exceeding $500,000,000250,000,000; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or 10,000,000. The Borrower may offer such smaller amount increase to the Lenders and, at their option, to other financial institutions which qualify as Eligible Assignees identified by the Company Borrower and approved by the Administrative Agent, the Swing Line Lender and the Administrative Agent L/C Issuer (which approvals shall agree) and (ii) if applicablenot be unreasonably withheld, the Company shall specify the Tranche, Tranches, Term A-1 Loans conditioned or Term A-2 Loans that shall be increased and the amount of any such Increasedelayed). At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and, as applicable, each Eligible Assignee, is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the LendersLenders and to such Eligible Assignees).

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders)) and without requiring the consent of any of the Lenders other than as specifically set forth in this Section, the Company Borrower may from time to time, request an increase in the Aggregate Commitments (which increase may take Term Loans, in the form of new revolving either (i) an increase in the Term Commitments then in effect under this Agreement or (ii) the addition of one or more term loan tranches or increasing facilities pursuant to which the size Borrower may borrow a new tranche of an existing Trancheterm loans (“Incremental Term Loans”), the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an aggregate amount (for all such requests) requests not exceeding the greater of (x) $500,000,000175,000,000 and (y) an amount such that after giving effect to such incurrence of such amount (but excluding the cash proceeds of such Incremental Term Loans), the Senior Secured Leverage Ratio is equal to or less than 2.00 to 1.00; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or such smaller or, if less, the amount as the Company and the Administrative Agent shall agreerepresenting all remaining availability under this sentence) and (ii) if applicable, the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount whole multiples of any such Increase$1,000,000 in excess thereof. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Term Lender is requested to respond (which shall in no event be less than ten five Business Days from the date of delivery of such notice to the Term Lenders).

Request for Increase. Provided there exists no Default or Event of Default, upon notice the Borrower may, by delivery to the Administrative Agent of a written notice signed by a Responsible Officer (which whereupon the Administrative Agent shall promptly notify deliver a copy to each of the Lenders), the Company may request an increase in the Aggregate Commitments (which increase may take Outstanding Amount of the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) Loan Facility by an amount (for all such requests) not exceeding $500,000,000440,000,000 (the “Term Loan Increase”); provided that (i) any each such request for an a Term Loan Increase shall be in a minimum principal amount of not less than $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) and 5,000,000; (ii) if applicable, the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that Borrower may make a maximum of two (2) such requests; and (iii) all such requests shall be increased and received by Administrative Agent on or prior to March 1, 2009. Any such notice shall set forth the amount of any such Increasethe Term Loan Increase requested by the Borrower. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Any increase in the Outstanding Amount of the Term Loan Facility as provided for hereunder shall, upon issuance, be and become part of, and added to, the Term Loan Facility.

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans Revolving Facility or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) Facility (each, an “Incremental Increase”) by an amount (for all such requests) not exceeding $500,000,000; ), provided that that: (i) the aggregate amount of all requests for Incremental Increases shall not exceed $100,000,000, (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 20,000,000 and in whole multiples of $5,000,000 in excess thereof (or or, if less, the entire remaining amount of the increase provided for in this Section 2.16), (iii) a maximum of three (3) such smaller amount as the Company and the Administrative Agent shall agree) requests may be made and (iiiv) if applicableexcept as otherwise specifically set forth herein, all of the other terms and conditions applicable to each such Incremental Increase shall be identical to the terms and conditions applicable to the Facility so increased and shall be part of, and not a separate facility from, the Company shall specify the Tranche, Tranches, Term A-1 Loans then existing Revolving Facility or Term A-2 Loans that shall be increased and the amount of any such IncreaseFacility, as applicable. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may may, from time to time, request an increase in the Aggregate Commitments Total Credit Exposure of all Lenders (which increase may take the form of new revolving additional Dollar Tranche Commitments or Multicurrency Tranche Commitments under the Revolving Credit Facility, an increase to the Term A-1 Facility, an increase to the Term A-2 Facility, or one or more additional term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”tranches) by an amount (for all such requests) not exceeding $500,000,000450,000,000550,000,000; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (25,000,000, or such smaller other amount as the may be agreed upon by Company and the Administrative Agent shall agree) and (ii) if applicableAgent; provided, further, that, after giving effect to such increase, the Company Total Credit Exposure of all Lenders shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and not exceed $1,750,000,0002,250,000,000 less the amount of any such Increaseprepayments of the Outstanding Amount of the Term Facilities. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)) as to whether it intends to seek approval for increasing its Total Credit Exposure.

Request for Increase. Provided there exists no Default or Event of nor any Revolving Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, request an increase in the Aggregate Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount (for all such requests) , not exceeding $500,000,000; 125,000,000 in the aggregate, provided that the Company may make a maximum of five (i5) any such request for an Increase requests. Such increase shall be in a minimum amount of $25,000,000 (or such smaller amount allocated between the Aggregate New Vehicle Floorplan Commitments and the Aggregate Used Vehicle Floorplan Commitments as requested by the Company and the Administrative Agent shall agree) and (ii) if applicablespecified in its notice, the Company shall specify the Trancheprovided that, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount of following any such Increaseincrease, no more than 15% of the Aggregate Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments. At the time of sending any such notice, the Company (in consultation with the Administrative Agent) shall specify (x) the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)) and (y) whether the requested increase is for the New Vehicle Floorplan Commitments or the Used Vehicle Floorplan Commitments.

Request for Increase. Provided there exists no Event of Default and no Event of Default would arise therefrom (provided that, solely in the case of any increase requested in connection with a Limited Condition Transaction, such condition as of the date of funding such increase shall be that no Event of Default exists or would arise therefrom, but as of the date of the related commitment to fund such increase shall be limited to no Specified Event of Default), upon notice to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Company Borrower Agent may from time to time request an increase in the Aggregate Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount (for all such requests) not exceeding $500,000,000150,000,000 in the aggregate, which increase shall be on the same terms and conditions as then exist for the Aggregate Commitments; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree$10,000,000 with respect to a first-in, last-out tranche) and (ii) or, if applicableless, the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the entire unutilized amount of any the maximum amount of all such Increaserequests set forth above. At the time of sending such notice, the Company Borrower Agent (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is requested to respond (which shall in no event be less than ten five Business Days from the date of delivery of such notice to the applicable Revolving Lenders).

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time request an increase in the Aggregate aggregate Commitments so long as the aggregate amount of Commitments and outstanding Loans hereunder (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely without duplication) after giving effect to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount (for all such requests) requests shall not exceeding exceed $500,000,000; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (25,000,000, or such smaller other amount as may be agreed upon by Borrower and Administrative Agent. Each request shall specify whether it is for an increase of the Company and the Administrative Agent shall agree) and (ii) if applicableRevolving Credit Facility, the Company shall specify Initial Term Facility or the Tranche, Tranches, Delayed Draw Term A-1 Loans or Term A-2 Loans that shall be increased and the amount of any such IncreaseLoan Facility. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)) as to whether it intends to seek approval for increasing its Commitment.

Request for Increase. Provided (i) there exists no Default both before and after giving effect to any Incremental Revolving Commitment or Event of DefaultIncremental Term Commitment (including compliance by the Company with the covenants set forth in Sections 7.10, 7.11 and 7.12 determined on a pro forma basis) and (ii) upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, request (x) an increase in the Aggregate Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) Revolving Credit Facility (each, an “IncreaseIncremental Revolving Commitment”) and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an amount (for all such requestsrequests in the aggregate) not exceeding $500,000,000250,000,000; provided that (iA) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) 5,000,000, and (iiB) if applicableno such increase shall increase the Letter of Credit Sublimit, the Company shall specify Domestic Swing Line Sublimit, the Tranche, Tranches, Term A-1 Loans Foreign Swing Line Sublimit or Term A-2 Loans that shall be increased and the amount of any such IncreaseForeign Borrower Sublimit. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the LendersLenders or such other time period as agreed to by the Borrower and any Lender providing an Incremental Revolving Commitment or an Incremental Term Commitment).

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Company Borrower may from time to time request an increase increases in the Aggregate Commitments (which increase may take Dollar Tranche and/or the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) Multicurrency Tranche by an aggregate amount (for all such requests) not exceeding $500,000,000350,000,000; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) and 5,000,000; (ii) if no more than four such requests for an increase may be made by the Borrower (it being agreed that requests for an increase of the Dollar Tranche and the Multicurrency Tranche given at the same time shall constitute a single request for an increase); and (iii) the Commitments of all of the Dollar Lenders and/or Multicurrency Lenders, as applicable, have not expired or been terminated at the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount time of any such Increaserequest. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify (x) the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders)) and (y) and whether such increase is in respect of the Dollar Commitments and/or the Multicurrency Commitments.

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders)) and without requiring the consent of any of the Lenders other than as specifically set forth in this Section, the Company may from time to time, request an increase in the Aggregate Commitments (which increase may take Term Loans, in the form of new revolving either (i) an increase in the Term Commitments then in effect under this Agreement or (ii) the addition of one or more term loan tranches or increasing facilities pursuant to which the size Borrowers may borrow a new tranche of an existing Trancheterm loans (“Add-On Term Loans”), the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an aggregate amount (for all such requests, together with all increases in the Revolving Credit Facility pursuant to Section 2.20(a)) not exceeding $500,000,000400,000,000; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 50,000,000 (or such smaller or, if less, the amount as the Company and the Administrative Agent shall agreerepresenting all remaining availability under this sentence) and (ii) if applicable, the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount whole multiples of any such Increase$10,000,000 in excess thereof. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Term Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Term Lenders).

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Company Borrower may from time to time request an increase increases in the Aggregate Commitments (which increase may take Dollar Tranche and/or the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) Multicurrency Tranche by an aggregate amount (for all such requests) not exceeding $500,000,000; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) and 5,000,000; (ii) if no more than eight such requests for an increase may be made by the Borrower (it being agreed that requests for an increase of the Dollar Tranche and the Multicurrency Tranche given at the same time shall constitute a single request for an increase); and (iii) the Revolving Credit Commitments of all of the Dollar Lenders and/or Multicurrency Lenders, as applicable, have not expired or been terminated at the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount time of any such Increaserequest. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify (x) the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders)) and (y) and whether such increase is in respect of the Dollar Commitments and/or the Multicurrency Commitments.

Request for Increase. Provided there exists no Default or Event of nor any Revolving Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, request an increase in the Aggregate Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount (for all such requests) , not exceeding $500,000,000; 200,000,000 in the aggregate, provided that the Company may make a maximum of five (i5) any such request for an Increase requests. Such increase shall be in a minimum amount of $25,000,000 (or such smaller amount allocated between the Aggregate New Vehicle Floorplan Commitments and the Aggregate Used Vehicle Floorplan Commitments as requested by the Company and the Administrative Agent shall agree) and (ii) if applicablespecified in its notice, the Company shall specify the Trancheprovided that, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount of following any such Increaseincrease, no more than 15% of the Aggregate Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments. At the time of sending any such notice, the Company (in consultation with the Administrative Agent) shall specify (x) the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)) and (y) whether the requested increase is for the New Vehicle Floorplan Commitments or the Used Vehicle Floorplan Commitments.

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may request an increase in the Aggregate Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans Tranche and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount (for all such requests) not exceeding $500,000,000500,000,000 (which amount shall not be reduced by the 2012 Incremental Term Loans made on the Restatement Effective Date); provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) and (ii) if applicable, the Company shall specify the Tranche, Tranches, Term A-1 Loans Tranche or Term A-2 Loans Tranches that shall be increased and the amount of any such Increaseincrease. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time request an increase in the Aggregate Total Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount (for all such requests) not exceeding $500,000,000; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or 10,000,000. The Borrower may offer such smaller amount increase to the Lenders and, at their option, to other financial institutions which qualify as Eligible Assignees identified by the Company Borrower and approved by the Administrative Agent, the Swing Line Lender and the Administrative Agent L/C Issuer (which approvals shall agree) and (ii) if applicablenot be unreasonably withheld, the Company shall specify the Tranche, Tranches, Term A-1 Loans conditioned or Term A-2 Loans that shall be increased and the amount of any such Increasedelayed). At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and, as applicable, each Eligible Assignee, is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the LendersLenders and to such Eligible Assignees).. 68457597_7

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may request an increase in the Aggregate Commitments (which increase may take the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing 2020 Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) by an amount (for all such requests) not exceeding $500,000,000; provided that (i) any such request for an Increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) and (ii) if applicable, the Company shall specify the Tranche, Tranches, Term A-1 Loans or 2020 Term A-2 Loans that shall be increased and the amount of any such Increase. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Company Borrower may from time to time request an increase increases in the Aggregate Commitments (which increase may take Dollar Tranche and/or the form of new revolving or term loan tranches or increasing the size of an existing Tranche, the existing Term A-1 Loans or the existing Term A-2 Loans and provide for the payment of commitment or upfront fees in consideration for such increase solely to such Lenders and Acceding Lenders participating in such increase) (each, an “Increase”) Multicurrency Tranche by an aggregate amount (for all such requests) not exceeding $500,000,000200,000,000; provided that (i) any such request for an Increase increase shall be in a minimum amount of $25,000,000 (or such smaller amount as the Company and the Administrative Agent shall agree) and 5,000,000; (ii) if no more than four such requests for an increase may be made by the Borrower (it being agreed that requests for an increase of the Dollar Tranche and the Multicurrency Tranche given at the same time shall constitute a single request for an increase); and (iii) the Commitments of all of the Dollar Lenders and/or Multicurrency Lenders, as applicable, have not expired or been terminated at the Company shall specify the Tranche, Tranches, Term A-1 Loans or Term A-2 Loans that shall be increased and the amount time of any such Increaserequest. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify (x) the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders)) and (y) and whether such increase is in respect of the Dollar Commitments and/or the Multicurrency Commitments.