Common use of Increase of Commitments Clause in Contracts

Increase of Commitments. (a) If no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Company may at any time and from time to time request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $10,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.18 shall not exceed $100,000,000, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the Lenders’ Commitments shall not exceed $200,000,000. Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by such Lenders, the Company may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) or (c) below, as applicable.

Increase of Commitments. (a) If If, prior to and after giving effect to any increase in the Commitments pursuant to this Section 2.19, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Company Borrower may at any time and from time to time time, request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $10,000,000, (ii) the aggregate cumulative increase in Commitments pursuant to this Section 2.18 2.19 shall not exceed $100,000,000200,000,000, (iii) the sum of the Commitments of all Lenders under this Agreement shall not exceed $500,000,000, (iv) the Commitment of any Lender may not be increased without such Lender’s consent, which consent may be withheld in such Lender’s sole and absolute discretion, and (ivv) the aggregate amount of Market Value is equal to or greater than four (4) times the Lenders’ Commitments shall not exceed $200,000,000. Any Threshold Value (calculated at the time of, and after giving effect to, such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitmentsincrease). If any portion of the increased Commitments is not subscribed for by such Lendersconditions in clauses (i) through (v) above have been satisfied, the Company Borrower may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) or (c) below, as applicable.below by notifying the Administrative Agent. Promptly and in any event within five

Increase of Commitments. (a) If At any time after the date hereof, provided that no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Company may at any time and from time to time request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i"COMMITMENT INCREASE NOTICE") each such in an amount not less than $25,000,000 nor more than $200,000,00 in the aggregate. Such increase shall be in the same ratio between Floor Plan Loan Commitments and Acquisition Loan Commitments as exists at least $10,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.18 shall not exceed $100,000,000, (iii) the Commitment time of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the Lenders’ Commitments shall not exceed $200,000,000increase. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of the each increased CommitmentsCommitment. If any portion of the increased Commitments is not subscribed for by such Lendersthe Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (bSection 5.18(b) or (c) belowSection 5.18(c), as applicable.. -50-

Increase of Commitments. (a) If At any time after the date hereof, provided that no Default, Event of Default or Material Adverse Effect shall have occurred occur red and be continuing, the Company Borrower may at any time and from time to time request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “"Commitment Increase Notice”"); provided, however, that (i) each such increase shall be at least $10,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.18 shall not exceed $100,000,000, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the Lenders’ Commitments shall not exceed $200,000,000. Any such Commitment Increase Notice must -------------------------- offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders within five (5) Business Days following Borrower's delivery of the Commitment Increase Notice to such LendersLender, the Company Borrower may, in its sole discretion, but with the consent of the Administrative Agent and the Issuing Bank as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of acquire such unsubscribed portion of the increased Commitments pursuant to paragraph (bSection 2.20(b) or (c) below, as applicable.Section --------------- ------- 2.20

Increase of Commitments. (a) If no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Company may Upon at any time and from time to time request an increase of the aggregate Commitments by least 15 days' prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Commitments in writing multiples of $5,000,000; provided that the amount of such proposed increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Effective Date, does not exceed $250,000,000. (b) Any such noticeincrease in the Commitments hereunder shall apply, a “at the option of the Borrower, (x) to the Commitment Increase Notice”)of one or more Banks; provided, however, provided that (i) the Administrative Agent and each Bank whose Commitment is to be increased shall consent to such increase shall be at least $10,000,000increase, (ii) the cumulative amount set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the 27 (c) It is understood that any increase in the amount of the Commitments pursuant to this Section 2.18 2.17 shall not exceed $100,000,000, (iii) constitute an amendment of this Agreement or the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the Lenders’ Commitments shall not exceed $200,000,000Notes. Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by such Lenders, the Company may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) or (c) below, as applicableARTICLE 3 CONDITIONS Section 3.01.

Increase of Commitments. (a) If no DefaultAfter the date hereof and prior to the Commitment Termination Date, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Company may at any time and from time to time request an increase of the aggregate Commitments may be increased a single time by notice an amount equal to U.S.$50,000,000 and additional Lenders acceptable to the Borrowers (and approved by the Administrative Agent, which approval shall not be unreasonably withheld or delayed) (each, an “Additional Lender”) may be incorporated into this Agreement by execution of a Facility Increase Amendment by the Borrowers and each such Additional Lender or any Lender, as applicable, increasing its Commitment and acknowledged by the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $10,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.18 shall not exceed $100,000,000, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the Lenders’ Commitments shall not exceed $200,000,000. Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by such Lenders, the Company may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent acknowledgment shall not be unreasonably withheld or delayed). For the avoidance of doubt, offer to any existing Lender or to one or more additional banks or financial institutions in no event shall the opportunity to participate in all or a portion aggregate amount of such unsubscribed portion outstanding Loans and Commitments hereunder exceed U.S.$500,000,000. From and after the date of the increased Commitments pursuant Facility Increase Amendment, each Additional Lender, if any, shall be a party hereto and have the rights and obligations of a Lender under this Agreement and the other Loan Documents, and this Agreement (including Schedules 1 and 2 hereto) and the other Loan Documents shall be deemed amended as provided in such Facility Increase Amendment. For the avoidance of doubt, the foregoing shall not be deemed to paragraph (b) constitute an agreement by any Lender to enter into a Facility Increase Amendment or (c) below, as applicableincrease the amount of its Commitment.