Common use of Minimum Extension Requirement Clause in Contracts

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date, then, effective as of the Existing Maturity Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”, as the case may be.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (and only if1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the total Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Revolving Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders that have agreed to extend their Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, extended for an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date, then, effective as of the Existing Maturity Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”year, as the case may beapplicable.

Minimum Extension Requirement. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrowers shall (a) withdraw their extension request and only ifthe Revolving Commitment Termination Date will remain unchanged, or (b) solely if the Required Lenders (but, for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to such extension request (such Lenders agreeing to such extension request, the “Approving Lenders”) by no later than the date that is twelve (12) calendar days prior to such anniversary of the Closing Date, the Borrowers may elect to extend the Revolving Commitment Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders, with a reduced amount of Aggregate Revolving Commitments during such extension period being equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders, taken together; it being understood that (i) the total of the Revolving Commitments of the Commitment Termination Date relating to any Non-Extending Lenders that have agreed to extend their Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the are not replaced by Additional Commitment Lenders shall not be more than 50% extended, and the repayment of all of the aggregate amount Obligations owed to them, and the termination of their respective Revolving Commitments, shall occur on the already existing Revolving Commitments in effect immediately prior to the Existing Maturity Commitment Termination Date, and (ii) the total of Revolving Commitment Termination Date relating to the New Vehicle Floorplan Commitments of the Approving Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Dateif any, then, effective as of the Existing Maturity Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (for an additional year, as applicable except that, if such date is not a Business Day, such Maturity Revolving Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”, as the case may beAgreement.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed to extend their respective Commitment Maturity Date (each, an “Extending Revolving Lender”) Dates and the additional Revolving Commitments of the Additional Commitment Lenders that have entered into an assignment agreement as provided in subsection (c) above shall be more than 50equal or exceed 51% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Anniversary Date, then, effective as of the Existing Maturity applicable Anniversary Date, the Commitment Maturity Date of each Extending Lender and of each such Additional Commitment Lender shall be extended to the date falling that is one (1) year after the Existing such Lender’s Commitment Maturity Date then in effect (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the next immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement. Such extension shall constitute an extension of the Facility Termination Date for all purposes of this Agreement. If any Additional Commitment Lender enters into an assignment agreement as provided in subsection (c) above after the applicable Anniversary Date (but in any event within 30 days after such date), then, effective as of the applicable effective date of such assignment (the “Assignment Date”), the Commitment Maturity Date of each such Additional Commitment Lender shall be the date that is one year after the Commitment Maturity Date then in effect for the Non-Extending Lender being replaced by the applicable Additional Commitment Lender (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”for all purposes of this Agreement. Each Non-Extending Lender shall maintain its respective original Commitment Maturity Date, unless such Non-Extending Lender is replaced by an assignee as the case may beprovided herein.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the Additional Commitment Lenders that are in effect as of the Modification Date shall be more than 50% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Modification Date, then, effective as of the Existing Maturity such Modification Date, the Maturity Date of each Extending Lender that is an extending lender and of each such Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement; provided that in the event the Commitment of a Non-Extending Lender is replaced after the applicable Modification Date as provided in Section 2.18(d), then the Existing Maturity Date of such Commitment shall also be extended, effective as of the effective date of the applicable Assignment and a “Revolving Lender”Assumption, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”to the applicable Maturity Date. In the event of any such extension, the Commitment of each Non-Extending Lender that has not been replaced as provided in Section 2.18(d) shall terminate on the case may beExisting Maturity Date in effect prior to any such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the total Commitments of the Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date, provided that if that the Total Outstandings would, after giving effect to the extension of the Maturity Date and the additional Commitments of the Additional Commitment Lenders, exceed the Aggregate Commitments, the Company shall make necessary prepayments in accordance with Section 2.06(d) prior to the effectiveness of the requested extension.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed to extend their respective Commitment Maturity Date (each, an “Extending Revolving Lender”) Dates and the additional Revolving Commitments of the Additional Commitment Lenders that have entered into an assignment agreement as provided in subsection (c) above shall be more than 50equal or exceed 51% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Anniversary Date, then, effective as of the Existing Maturity applicable Anniversary Date, the Commitment Maturity Date of each Extending Lender and of each such Additional Commitment Lender shall be extended to the date falling that is one (1) year after the Existing such Lender's Commitment Maturity Date then in effect (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the next immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “"Lender” " for all purposes of this Agreement Agreement. Such extension shall constitute an extension of the Facility Termination Date for all purposes of this Agreement. If any Additional Commitment Lender enters into an assignment agreement as provided in subsection (d) above after the applicable Anniversary Date (but in any event within 30 days after such date), then, effective as of the applicable effective date of such assignment (the "Assignment Date"), the Commitment Maturity Date of each such Additional Commitment Lender shall be the date that is one year after the Commitment Maturity Date then in effect for the Non-Extending Lender being replaced by the applicable Additional Commitment Lender (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Revolving "Lender”" for all purposes of this Agreement. Each Non-Extending Lender shall maintain its respective original Commitment Maturity Date, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”, unless such Non- Extending Lender is replaced by an assignee as the case may beprovided herein.

Minimum Extension Requirement. (i) If (and only if) (i) the total of the Multicurrency Revolving Commitments Committed Loans of the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Revolving Lender”) and plus the additional Revolving Multicurrency Commitments of the Additional Commitment Lenders shall be equals more than 50% of the aggregate amount of the Revolving Multicurrency Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Modification Date, then, effective as of the Existing Maturity such Modification Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement. In the event of any such extension, the Multicurrency Revolving Committed Loans of each Non-Extending Lender that has not been replaced as provided in Section 2.24(d) shall terminate on the Existing Maturity Date in effect prior to any such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the total Multicurrency Revolving Committed Loans of the Lenders hereunder shall be reduced by the Multicurrency Revolving Committed Loans of the Non-Extending Lenders so terminated on such Existing Maturity Date. (ii) If (and only if) the total of the Yen Enabled Commitments of the Yen Enabled Lenders that have agreed so to extend their Maturity Date (each, an “Yen Extending Lender”) plus the additional Yen Enabled Commitments of the Additional Commitment Lenders equals more than 50% of the aggregate amount of the Yen Enabled Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the Maturity Date of each Yen Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Revolving Lender” for all purposes of this Agreement. In the event of any such extension, the Yen Enabled Commitments of each Non-Extending Lender that has not been replaced as provided in Section 2.24(d) shall terminate on the Existing Maturity Date in effect prior to any such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the total Yen Enabled Commitments of the Lenders hereunder shall be reduced by the Yen Enabled Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date. (iii) If (and only if) the total of the Singapore Dollar Enabled Commitments of the Singapore Dollar Enabled Lenders that have agreed so to extend their Maturity Date (each, an “Singapore Dollar Extending Lender”) plus the additional Singapore Dollar Enabled Commitments of the Additional Commitment Lenders equals more than 50% of the aggregate amount of the Singapore Dollar Enabled Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the Maturity Date of each Singapore Dollar Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”for all purposes of this Agreement. In the event of any such extension, the Singapore Dollar Enabled Commitments of each Non-Extending Lender that has not been replaced as provided in Section 2.24(d) shall terminate on the case may beExisting Maturity Date in effect prior to any such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the total Singapore Dollar Enabled Commitments of the Singapore Dollar Enabled Lenders hereunder shall be reduced by the Singapore Dollar Enabled Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the Additional Commitment Lenders that are in effect as of the Modification Date shall be more than 50% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Modification Date, then, effective as of the Existing Maturity such Modification Date, the Maturity Date of each Extending Lender that is an extending lender and of each such Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement; provided that in the event the Commitment of a Non-Extending Lender is replaced after the applicable Modification Date as provided in Section 2.18(d), then the Existing Maturity Date of such Commitment shall also be extended, effective as of the effective date of the applicable Assignment and a “Revolving Lender”Assumption, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”to the applicable Maturity Date. In the event of any such extension, the Commitment of each Non-Extending Lender that has not been replaced as provided in Section 2.18(d) shall terminate on the case may beExisting Maturity Date in effect prior to any such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the total Commitments of the Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date, provided that if the Total Outstandings would, after giving effect to the extension of the Maturity Date and the additional Commitments of the Additional Commitment Lenders, exceed the Aggregate Commitments, the Company shall make necessary prepayments in accordance with Section 2.06(c) prior to the effectiveness of the requested extension.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed so to extend their Revolving Credit Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the Additional Commitment Lenders that are in effect as of the Modification Date shall be more than 50% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Modification Date, then, effective as of the Existing Maturity such Modification Date, the Revolving Credit Maturity Date of each Extending Lender that is an extending lender and of each such Additional Commitment Lender shall be extended to the date falling one (1) year 364 days after the Existing Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the next preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement; provided that in the event the Commitment of a Non-Extending Lender is replaced after the applicable Modification Date as provided in Section 2.18(d), then the Existing Maturity Date of such Commitment shall also be extended, effective as of the effective date of the applicable Assignment and a “Assumption, to the applicable Revolving Lender”Credit Maturity Date. In the event of any such extension, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”the Commitment of each Non-Extending Lender that has not been replaced as provided in Section 2.18(d) shall terminate on the Existing Maturity Date in effect prior to any such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the total Commitments of the Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date, as provided that if that the case may be.Total Outstandings would, after giving effect to the extension of the Revolving Credit Maturity Date and the additional Commitments of the Additional Commitment Lenders, exceed the Aggregate Commitments, the Company shall make necessary prepayments in accordance with Section 2.06(c) prior to the effectiveness of the requested extension. Table of Contents

Minimum Extension Requirement. (i) If (and only if) (i) the total of the Revolving Credit (US) Commitments of the Lenders that have agreed so to extend their Maturity Date in respect of the Revolving Credit (US) Facility (each, an “Extending Revolving (US) Lender”) and the additional Revolving Credit (US) Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Aggregate Revolving Credit (US) Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Anniversary Date, then, effective as of the Existing Maturity Anniversary Date, the Maturity Date in respect of the Revolving Credit (US) Facility of each Extending (US) Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing existing Maturity Date in respect of the Revolving Credit (US) Facility (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement. (ii) If (and only if) the total of the Revolving Credit (UK) Commitments of the Lenders that have agreed so to extend their Maturity Date in respect of the Revolving Credit (UK) Facility (each, an “Extending (UK) Lender”) and the additional Revolving Credit (UK) Commitments of the Additional Commitment Lenders shall be more than 50% of the Aggregate Revolving Credit (UK) Commitments in effect immediately prior to the Anniversary Date, then, effective as of the Anniversary Date, the Maturity Date in respect of the Revolving Credit (UK) Facility of each Extending (UK) Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the existing Maturity Date in respect of the Revolving Credit (UK) Facility (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”, as the case may be.for all purposes of this Agreement

Minimum Extension Requirement. (i) If (and only if) (i) the total of the Revolving Credit Commitments of the Revolving Credit Lenders that have agreed so to extend their Revolving Credit Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Credit Commitments of the applicable Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Notice Date, then, effective as of the Existing Maturity applicable Extension Effective Date, the Revolving Credit Maturity Date of each Extending Lender and of each applicable Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the next preceding Business Day) ), and each applicable Additional Commitment Lender shall thereupon become a “Revolving Credit Lender” for all purposes of this Agreement Agreement. (ii) If (and only if) the total of the outstanding Incremental Term-2 Loans of the Incremental Term-2 Loan Lenders that have agreed so to extend their Incremental Term-2 Loan Maturity Date and the additional Incremental Term-2 Loan Commitments of the applicable Additional Commitment Lenders shall be more than 50% of the aggregate amount of the outstanding Incremental Term-2 Loans in effect immediately prior to the applicable Notice Date, then, effective as of the applicable Extension Effective Date, the Incremental Term-2 Loan Maturity Date of each applicable Extending Lender and of each applicable Additional Commitment Lender shall be extended to the date falling one year after the Incremental Term-2 Loan Maturity Date (except that, if such date is not a Business Day, such Incremental Term-2 Loan Maturity Date as so extended shall be the next preceding Business Day), and each applicable Additional Commitment Lender shall thereupon become an “Revolving Lender”, a “New Vehicle Floorplan Incremental Term-2 Loan Lender” or a “Used Vehicle Floorplan Lender”, as the case may befor all purposes of this Agreement.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Revolving Loan Maturity Date described in the foregoing of this Section 2.16, then the Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (and only if1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrower shall (i) withdraw its extension request and the total Revolving Loan Maturity Date will remain unchanged, or (ii) solely if the Required Lenders (but, for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to such extension request (such Lenders agreeing to such extension request, the “Approving Lenders”) by no later than the date that is fifteen (15) calendar days prior to such anniversary of the Effective Date, the Borrower may extend the Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders, with a reduced amount of Aggregate Revolving Commitments during such extension period being equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders, taken together; it being understood that (A) the Revolving Loan Maturity Date relating to any Non-Extending Lenders that have agreed to extend their Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the are not replaced by Additional Commitment Lenders shall not be more than 50% extended, and the repayment of all of the aggregate amount Obligations owed to them, and the termination of their respective Revolving Commitments, shall occur on the already existing Revolving Commitments in effect immediately prior to the Existing Loan Maturity Date, and (iiB) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Revolving Loan Maturity Date (each, an “Extending New Vehicle Lender”) relating to the Approving Lenders and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Dateif any, then, effective as of the Existing Maturity Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”an additional year, as the case may beapplicable.

Minimum Extension Requirement. (i) If (and only if) (i) the total of the Multicurrency Revolving Commitments Committed Loans of the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Revolving Lender”) and plus the additional Revolving Multicurrency Commitments of the Additional Commitment Lenders shall be equals more than 50% of the aggregate amount of the Revolving Multicurrency Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Modification Date, then, effective as of the Existing Maturity such Modification Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement. In the event of any such extension, the Multicurrency Revolving Committed Loans of each Non-Extending Lender that has not been replaced as provided in Section 2.22(d) shall terminate on the Existing Maturity Date in effect prior to any such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the total Multicurrency Revolving Committed Loans of the Lenders hereunder shall be reduced by the Multicurrency Revolving Committed Loans of the Non-Extending Lenders so terminated on such Existing Maturity Date. (ii) If (and only if) the total of the Yen Enabled Commitments of the Yen Enabled Lenders that have agreed so to extend their Maturity Date (each, an “Yen Extending Lender”) plus the additional Yen Enabled Commitments of the Additional Commitment Lenders equals more than 50% of the aggregate amount of the Yen Enabled Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the Maturity Date of each Yen Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Revolving Lender” for all purposes of this Agreement. In the event of any such extension, the Yen Enabled Commitments of each Non-Extending Lender that has not been replaced as provided in Section 2.22(d) shall terminate on the Existing Maturity Date in effect prior to any such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the total Yen Enabled Commitments of the Lenders hereunder shall be reduced by the Yen Enabled Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date. (iii) If (and only if) the total of the Singapore Dollar Enabled Commitments of the Singapore Dollar Enabled Lenders that have agreed so to extend their Maturity Date (each, an “Singapore Dollar Extending Lender”) plus the additional Singapore Dollar Enabled Commitments of the Additional Commitment Lenders equals more than 50% of the aggregate amount of the Singapore Dollar Enabled Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the Maturity Date of each Singapore Dollar Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”for all purposes of this Agreement. In the event of any such extension, the Singapore Dollar Enabled Commitments of each Non-Extending Lender that has not been replaced as provided in Section 2.22(d) shall terminate on the case may beExisting Maturity Date in effect prior to any such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the total Singapore Dollar Enabled Commitments of the Singapore Dollar Enabled Lenders hereunder shall be reduced by the Singapore Dollar Enabled Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Revolving Loan Maturity Date described in the foregoing of this Section 2.16, then the Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (and only if1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrower shall (i) withdraw its extension request and the total Revolving Loan Maturity Date will remain unchanged, or (ii) solely if the Required Lenders (but, for the 147741845_5 avoidance of doubt, not including any Additional Commitment Lenders) have agreed to such extension request (such Lenders agreeing to such extension request, the “Approving Lenders”) by no later than the date that is fifteen (15) calendar days prior to such anniversary of the Second Amendment Effective Date, the Borrower may extend the Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders, with a reduced amount of Aggregate Revolving Commitments during such extension period being equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders, taken together; it being understood that (A) the Revolving Loan Maturity Date relating to any Non-Extending Lenders that have agreed to extend their Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the are not replaced by Additional Commitment Lenders shall not be more than 50% extended, and the repayment of all of the aggregate amount Obligations owed to them, and the termination of their respective Revolving Commitments, shall occur on the already existing Revolving Commitments in effect immediately prior to the Existing Loan Maturity Date, and (iiB) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Revolving Loan Maturity Date (each, an “Extending New Vehicle Lender”) relating to the Approving Lenders and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Dateif any, then, effective as of the Existing Maturity Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”an additional year, as the case may beapplicable.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Revolving Loan Maturity Date described in the foregoing of this Section 2.16, then the Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (and only if1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrowers shall (i) withdraw their extension request and the total Revolving Loan Maturity Date will remain unchanged, or (ii) solely if the Required Lenders (but, for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to such extension request (such Lenders agreeing to such extension request, the “Approving Lenders”) by no later than the date that is fifteen (15) calendar days prior to such anniversary of the Effective Date, the Borrowers may extend the Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders, with a reduced amount of Aggregate Revolving Commitments during such extension period being equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders, taken together; it being understood that (A) the Revolving Loan Maturity Date relating to any Non-Extending Lenders that have agreed to extend their Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the are not replaced by Additional Commitment Lenders shall not be more than 50% extended, and the repayment of all of the aggregate amount Obligations owed to them, and the termination of their respective Revolving Commitments, shall occur on the already existing Revolving Commitments in effect immediately prior to the Existing Loan Maturity Date, and (iiB) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Revolving Loan Maturity Date (each, an “Extending New Vehicle Lender”) relating to the Approving Lenders and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Dateif any, then, effective as of the Existing Maturity Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”an additional year, as the case may beapplicable.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed to extend their The Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the Additional Commitment Lenders shall be extended only if Lenders holding more than 50% of the aggregate amount of the Revolving Aggregate Commitments in effect immediately (calculated excluding Defaulting Lenders and prior to giving effect to any replacements of Lenders permitted herein) (the Existing “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, (ii) as to the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (eachConsenting Lenders, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior extended to the Existing Maturity Date and (iii) same date in the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date, thenfollowing year, effective as of the Existing Maturity date of such extension by the Consenting Lenders (such effective date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date signed by a Responsible Officer of such Loan Party (i) certifying that such extension has been duly authorized by such Loan Party and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article 7 and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, provided that in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof, (B) before and after giving effect to such extension no Default exists or will exist, and (C) no event has occurred since the date of the most recent audited financial statements of the Borrower delivered pursuant to Section 8.02(a) that has had, or could reasonably be expected to have, a Material Adverse Effect. The Borrower shall prepay Committed Loans outstanding on the Maturity Date with respect to any Lender that did not consent to an extension of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date pursuant to Section 4.08(a) (and pay any additional amounts required pursuant to Section 5.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”, as the case may besuch Maturity Date.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the Additional Commitment Lenders (together with the Commitments of the Extending Lenders, collectively, the “Extension Commitments”) shall be more than equal to the aggregate amount of the Commitments in effect immediately prior to the Fifth Anniversary Date or (ii) the Extension Commitments equal at least 50% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Fifth Anniversary Date, provided, that in the case of any extension pursuant to this clause (ii), (A) if any Letters of Credit are outstanding on such date, all or any part of each Non-Extending Lender’s participation in L/C Obligations shall be reallocated among the total of the New Vehicle Floorplan Commitments of the Extending Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the any Additional Commitment Lenders in accordance with their respective Applicable Percentages (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation, and (y) such reallocation does not cause the aggregate Revolving Exposure of any Extending Lender or Additional Commitment Lender to exceed the Commitment of such Extending Lender or Additional Commitment Lender, respectively, (B) the Borrowers shall be more than 50% have prepaid the Loans in the amount by which the Outstanding Amount of the Loans as of such date exceeds the aggregate amount of the New Vehicle Floorplan Extension Commitments in effect immediately prior to the Existing Maturity Date and (iiiC) if any Letters of Credit are outstanding on such date, and if the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date reallocation described in clause (eachA) above cannot, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lendersor can only partially, be effected, the “Extending Lenders”) and Borrowers shall have Cash Collateralized the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity DateL/C Issuers’ Fronting Exposure, then, in the case of clause (i) or (ii), effective as of the Existing Maturity Fifth Anniversary Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one or more years (1as specified in the notice provided by the Company pursuant to clause (a) year above) after the Existing Maturity Fifth Anniversary Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”, as the case may beAgreement.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the Additional Commitment Lenders that are in effect as of the Modification Date shall be more than 50% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Modification Date, then, effective as of the Existing Maturity such Modification Date, the Maturity Date of each Extending Lender that is an extending lender and of each such Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement; provided that in the event the Commitment of a Non-Extending Lender is replaced after the applicable Modification Date as provided in Section 2.18(d), then the Existing Maturity Date of such Commitment shall also be extended, effective as of the effective date of the applicable Assignment and a “Revolving Lender”Assumption, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”to the applicable Maturity Date. In the event of any such extension, the Commitment of each Non-Extending Lender that has not been replaced as provided in Section 2.18(d) shall terminate on the case may beExisting Maturity Date in effect prior to any such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the total Commitments of the Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date, provided that if that the Total Outstandings would, after giving effect to the extension of the Maturity Date and the additional Commitments of the Additional Commitment Lenders, exceed the Aggregate Commitments, the Company shall make necessary prepayments in accordance with Section 2.06(c) prior to the effectiveness of the requested extension.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed so to extend their Revolving Credit Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the Additional Commitment Lenders that are in effect as of the Modification Date shall be more than 50% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Modification Date, then, effective as of the Existing Maturity such Modification Date, the Revolving Credit Maturity Date of each Extending Lender that is an extending Table of Contents lender and of each such Additional Commitment Lender shall be extended to the date falling one (1) year 364 days after the Existing Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the next preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement; provided that in the event the Commitment of a Non-Extending Lender is replaced after the applicable Modification Date as provided in Section 2.18(d), then the Existing Maturity Date of such Commitment shall also be extended, effective as of the effective date of the applicable Assignment and a “Assumption, to the applicable Revolving Lender”Credit Maturity Date. In the event of any such extension, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”the Commitment of each Non-Extending Lender that has not been replaced as provided in Section 2.18(d) shall terminate on the Existing Maturity Date in effect prior to any such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the total Commitments of the Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date, as provided that if that the case may beTotal Outstandings would, after giving effect to the extension of the Revolving Credit Maturity Date and the additional Commitments of the Additional Commitment Lenders, exceed the Aggregate Commitments, the Company shall make necessary prepayments in accordance with Section 2.06(c) prior to the effectiveness of the requested extension.

Minimum Extension Requirement. If (and only if) (i) with respect to the Revolving Credit Facility, the total of (A) the Revolving Credit Commitments of the Revolving Credit Lenders that have agreed so to extend their Maturity Date (each, an a “Revolving Credit Loan Extending Revolving Lender”) and with respect to the Revolving Credit Facility plus (B) the additional Revolving Credit Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to on the Existing Maturity Notice Date, (ii) with respect to the GO Bond 2009 Term Loans, the total of (A) the New Vehicle Floorplan Commitments Outstanding Amount of the GO Bond 2009 Term Loans of the GO Bond 2009 Term Lenders that have agreed to extend their Maturity GO Bond Mandatory Put Date (each, an a “GO Bond 2009 Term Loan Extending New Vehicle Lender”) and plus (B) the additional New Vehicle Floorplan Commitments GO Bond 2009 Term Loans of the Additional Commitment Lenders shall be more than 50% of the aggregate amount Outstanding Amount of GO Bond 2009 Term Loans as of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Notice Date and (iii) with respect to the GO Bond 2010 Term Loans, the total of (A) the Used Vehicle Floorplan Commitments Outstanding Amount of the GO Bond 2010 Term Loans of the GO Bond 2010 Term Lenders that have agreed to extend their Maturity GO Bond Mandatory Put Date (each, a “GO Bond 2010 Term Loan Extending Lender and, together with each Revolving Credit Loan Extending Lender and GO Bond 2009 Term Loan Extending Lender, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and plus (B) the additional Used Vehicle Floorplan Commitments GO Bond 2010 Term Loans of the Additional Commitment Lenders shall be more than 50% of the aggregate amount Outstanding Amount of GO Bond 2010 Term Loans as of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Notice Date, then, subject to the conditions set forth in Section 2.13A(d), effective as of the Existing Maturity Notice Date, or such later date as the Administrative Agent and the Borrower shall agree, the Maturity Date with respect to the Revolving Credit Facility and the GO Bond Mandatory Put Date of each Extending Lender Lender, as applicable, and of each Additional Commitment Lender shall be extended to the same date falling one (1) year after the Existing Maturity Date and the then-existing GO Bond Mandatory Put Date, as applicable (except that, if such date is not a Business Day, such Maturity Date with respect to the Revolving Credit Facility and the GO Bond Mandatory Put Date, as so extended extended, shall be the next preceding Business Day) ), and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement. The Maturity Date with respect to the Revolving Credit Facility and the GO Bond Mandatory Put Date of each Non-Extending Lender remaining a “Revolving Lender”, a “New Vehicle Floorplan Lender” Lender hereunder shall remain the Existing Maturity Date or a “Used Vehicle Floorplan Lender”the then-existing GO Bond Mandatory Put Date, as applicable; provided, the case may beBorrower shall continue to have the right to replace any such Non-Extending Lender following the effectiveness of any such extension as provided in Section 2.13A(d).

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Extending Lenders that have agreed to extend their Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the Additional Commitment Lenders that are in effect as of the Modification Date shall be more than fifty percent (50% %) of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Modification Date, then, effective as of the Existing Maturity such Modification Date, the Maturity Date of the Commitment of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling that is one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next immediately preceding Business Day) (the “Extended Maturity Date”), and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement; provided that in the event the Commitment of a Non-Extending Lender is replaced after the applicable Modification Date as provided in Section 2.14(d), then the Existing Maturity Date of such Commitment shall also be extended, effective as of the effective date of the applicable Assignment and a “Revolving Lender”Assumption, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”to the Extended Maturity Date. In the event of any such extension, the Commitment of each Non-Extending Lender that has not been replaced as provided in Section 2.14(d) shall terminate on the case may beExisting Maturity Date in effect prior to any such extension, and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date, and the total Commitments of the Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date, provided that if that the Total Outstandings would, after giving effect to the extension of the Maturity Date and the additional Commitments of the Additional Commitment Lenders, exceed the Aggregate Commitments, the Borrower shall make necessary prepayments in accordance with Section 2.05(c) prior to the effectiveness of the requested extension.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed to extend their respective Commitment Maturity Date (each, an “Extending Revolving Lender”) Dates and the additional Revolving Commitments of the Additional Commitment Lenders that have entered into an assignment agreement as provided in subsection (c) above shall be more than 50equal or exceed 51% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Anniversary Date, then, effective as of the Existing Maturity applicable Anniversary Date, the Commitment Maturity Date of each Extending Lender and of each such Additional Commitment Lender shall be extended to the date falling that is one (1) year after the Existing such Lender’s Commitment Maturity Date then in effect (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the next immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement. Such extension shall constitute an extension of the Facility Termination Date for all purposes of this Agreement. If any Additional Commitment Lender enters into an assignment agreement as provided in subsection (d) above after the applicable Anniversary Date (but in any event within 30 days after such date), then, effective as of the applicable effective date of such assignment (the “Assignment Date”), the Commitment Maturity Date of each such Additional Commitment Lender shall be the date that is one year after the Commitment Maturity Date then in effect for the Non-Extending Lender being replaced by the applicable Additional Commitment Lender (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”for all purposes of this Agreement. Each Non-Extending Lender shall maintain its respective original Commitment Maturity Date, unless such Non-Extending Lender is replaced by an assignee as the case may beprovided herein.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed to extend their respective Commitment Maturity Date (each, an “Extending Revolving Lender”) Dates and the additional Revolving Commitments of the Additional Commitment Lenders that have entered into an assignment agreement as provided in subsection (d) above shall be more than 50equal or exceed 51% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Anniversary Date, then, effective as of the Existing Maturity applicable Anniversary Date, the Commitment Maturity Date of each Extending Lender and of each such Additional Commitment Lender shall be extended to the date falling that is one (1) year after the Existing such Lender's Commitment Maturity Date then in effect (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the next immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “"Lender” " for all purposes of this Agreement Agreement. Such extension shall constitute an extension of the Facility Termination Date for all purposes of this Agreement. If any Additional Commitment Lender enters into an assignment agreement as provided in subsection (d) above after the applicable Anniversary Date (but in any event within 30 days after such date), then, effective as of the applicable effective date of such assignment (the "Assignment Date"), the Commitment Maturity Date of each such Additional Commitment Lender shall be the date that is one year after the Commitment Maturity Date then in effect for the Non-Extending Lender being replaced by the applicable Additional Commitment Lender (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Revolving "Lender”" for all purposes of this Agreement. Each Non-Extending Lender shall maintain its respective original Commitment Maturity Date, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”, unless such Non-Extending Lender is replaced by an assignee as the case may beprovided herein.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed so to extend their Revolving Credit Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the Additional Commitment Lenders that are in effect as of the Modification Date shall be more than 50% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Modification Date, then, effective as of the Existing Maturity such Modification Date, the Revolving Credit Maturity Date of each Extending Lender that is an extending lender and of each such Additional Commitment Lender shall be extended to the date falling one (1) year 364 days after the Existing Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the next preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement; provided that in the event the Commitment of a Non-Extending Lender is replaced after the applicable Modification Date as provided in Section 2.18(d), then the Existing Maturity Date of such Commitment shall also be extended, effective as of the effective date of the applicable Assignment and a “Assumption, to the applicable Revolving Lender”Credit Maturity Date. In the event of any such extension, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”the Commitment of each Non-Extending Lender that has not been replaced as provided in Section 2.18(d) shall terminate on the Existing Maturity Date in effect prior to any such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the total Commitments of the Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date, as provided that if that the case may beTotal Outstandings would, after giving effect to the extension of the Revolving Credit Maturity Date and the additional Commitments of the Additional Commitment Lenders, exceed the Aggregate Commitments, the Company shall make necessary prepayments in accordance with Section 2.06(c) prior to the effectiveness of the requested extension.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed to extend their respective Commitment Maturity Date (each, an “Extending Revolving Lender”) Dates and the additional Revolving Commitments of the Additional Commitment Lenders that have entered into an assignment agreement as provided in subsection (d) above shall be more than 50equal or exceed 51% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Anniversary Date, then, effective as of the Existing Maturity applicable Anniversary Date, the Commitment Maturity Date of each Extending Lender and of each such Additional Commitment Lender shall be extended to the date falling that is one (1) year after the Existing such Lender’s Commitment Maturity Date then in effect (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the next immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement Agreement. Such extension shall constitute an extension of the Facility Termination Date for all purposes of this Agreement. If any Additional Commitment Lender enters into an assignment agreement as provided in subsection (d) above after the applicable Anniversary Date (but in any event within 30 days after such date), then, effective as of the applicable effective date of such assignment (the “Assignment Date"), the Commitment Maturity Date of each such Additional Commitment Lender shall be the date that is one year after the Commitment Maturity Date then in effect for the Non-Extending Lender being replaced by the applicable Additional Commitment Lender (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”for all purposes of this Agreement. Each Non-Extending Lender shall maintain its respective original Commitment Maturity Date, unless such Non-Extending Lender is replaced by an Eligible Assignee as the case may beprovided herein.

Minimum Extension Requirement. If (and only if) (i) the total of the Revolving Commitments of the Lenders that have agreed to extend their respective Commitment Maturity Date (each, an “Extending Revolving Lender”) Dates and the additional Revolving Commitments of the Additional Commitment Lenders that have entered into an assignment agreement as provided in subsection (c) above shall be more than 50equal or exceed 51% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity applicable Anniversary Date, then, effective as of the Existing Maturity applicable Anniversary Date, the Commitment Maturity Date of each Extending Lender and of each such Additional Commitment Lender shall be extended to the date falling that is one (1) year after the Existing such Lender's Commitment Maturity Date then in effect (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the next immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “"Lender” " for all purposes of this Agreement Agreement. Such extension shall constitute an extension of the Facility Termination Date for all purposes of this Agreement. If any Additional Commitment Lender enters into an assignment agreement as provided in subsection (d) above after the applicable Anniversary Date (but in any event within 30 days after such date), then, effective as of the applicable effective date of such assignment (the "Assignment Date"), the Commitment Maturity Date of each such Additional Commitment Lender shall be the date that is one year after the Commitment Maturity Date then in effect for the Non-Extending Lender being replaced by the applicable Additional Commitment Lender (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Revolving "Lender”" for all purposes of this Agreement. Each Non-Extending Lender shall maintain its respective original Commitment Maturity Date, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”, unless such Non-Extending Lender is replaced by an assignee as the case may beprovided herein.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Revolving Loan Maturity Date described in the foregoing of this Section 2.16, then the Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (and only if1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrowers shall (i) withdraw their extension request and the total Revolving Loan Maturity Date will remain unchanged, or (ii) solely if the Required Lenders (but, for the 147741843_5 avoidance of doubt, not including any Additional Commitment Lenders) have agreed to such extension request (such Lenders agreeing to such extension request, the “Approving Lenders”) by no later than the date that is fifteen (15) calendar days prior to such anniversary of the Third Amendment Effective Date, the Borrowers may extend the Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders, with a reduced amount of Aggregate Revolving Commitments during such extension period being equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders, taken together; it being understood that (A) the Revolving Loan Maturity Date relating to any Non-Extending Lenders that have agreed to extend their Maturity Date (each, an “Extending Revolving Lender”) and the additional Revolving Commitments of the are not replaced by Additional Commitment Lenders shall not be more than 50% extended, and the repayment of all of the aggregate amount Obligations owed to them, and the termination of their respective Revolving Commitments, shall occur on the already existing Revolving Commitments in effect immediately prior to the Existing Loan Maturity Date, and (iiB) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Revolving Loan Maturity Date (each, an “Extending New Vehicle Lender”) relating to the Approving Lenders and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Dateif any, then, effective as of the Existing Maturity Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”an additional year, as the case may beapplicable.