Common use of Amendment and Restatement; Allocations Clause in Contracts

Amendment and Restatement; Allocations. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Agent and the Lenders: (a) Each of the Borrower, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) The parties hereto acknowledge that, notwithstanding the provisions regarding assignments set forth in Section 13.2 hereof, as of the Closing Date, the Commitments and Pro Rata Shares for each of the Lenders are as set forth beside each Lender’s name under the heading “Commitment” on the signature pages of this Agreement. Simultaneously with the Closing Date, the parties hereby agree that the Commitments shall be as set forth on the signature pages hereto and the portion of Loans outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptance (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Simultaneously with the Closing Date, those Existing Lenders party to the Existing Credit Agreement whose loan commitments are being terminated or decreased shall be deemed to have assigned, without recourse, to new Lenders and Lenders increasing their loan commitments such portion of the terminating or decreasing Existing Lender’s existing loans and commitments as shall be necessary to effectuate the modifications and adjustments in commitments and existing loans contemplated hereby, so that after giving effect to the assignments, consolidations and modifications contemplated by this Section 1.1(b), the resulting allocations are as set forth on the signature pages hereto. Notwithstanding anything to the contrary in Section 13.2 of the Existing Credit Agreement or Section 13.2 of this Agreement, no other documents or instruments, including any Assignment and Acceptance, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Pro Rata Share with respect to the total credit facility shall be as set forth on the signature pages hereto.

Amendment and Restatement; Allocations. In order to facilitate the Sixth Amendment and Restatement and otherwise to effectuate the desires of the BorrowerCompany, the other Borrowers party hereto, the Administrative Agent and the Lenders: (a) Each of the BorrowerCompany, each Borrower and each other Loan Party, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrowers and each other Loan Party, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding any other provisions of this Sixth Amendment and Restatement, including anything in this Section 1.01, or of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Credit Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Floor Plan Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and obligations of the Company and the other Borrowers under the Existing Credit Agreement or any Existing Credit Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement: (i) all floor plan loans owing by the Company or any other Borrower and outstanding under the Existing Credit Agreement (collectively, the “Existing Floor Plan Loans”) shall continue as Floor Plan Loans hereunder and shall constitute advances hereunder; and (ii) all letters of credit outstanding under the Existing Credit Agreement and any of the Existing Credit Documents (collectively, the “Existing Letters of Credit”) shall continue as Letters of Credit hereunder; and (iii) all L/C advances outstanding under the Existing Credit Agreement and any of the Existing Credit Documents (collectively, the “Existing L/C Advances”) shall continue as L/C Advances hereunder. (c) The parties hereto acknowledge thatthat on the First Amendment Effective Date, notwithstanding immediately prior to the provisions regarding assignments set forth in Section 13.2 hereof, as effectiveness of the Closing DateFirst Amendment, the Commitments and Pro Rata Shares Applicable Percentages for each of the Lenders are were as set forth beside each Lender’s name under the heading “Commitment” on Schedule 1.01-A of Schedule 1.01 attached hereto. (d) The Lenders agree to change their respective Floor Plan Commitments and Letter of Credit Commitments on the signature pages of this Agreement. Simultaneously with the Closing First Amendment Effective Date, so that as of the parties hereby agree that First Amendment Effective Date (upon the Commitments effectiveness of the First Amendment), the Floor Plan Commitment and Letter of Credit Commitment of each Lender shall be as set forth on the signature pages hereto and the Schedule 1.01-B of Schedule 1.01 attached hereto. The portion of the Floor Plan Loans and Letter of Credit Facility Exposure outstanding under on the Existing Credit Agreement First Amendment Effective Date shall be reallocated in accordance with such Commitments Applicable Percentages and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other LenderLender (including any Lender joining this Agreement pursuant to the First Amendment), with the same force and effect as if such assignments were evidenced by applicable Assignment Assignments and Acceptance (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Simultaneously with the Closing Date, those Existing Lenders party to the Existing Credit Agreement whose loan commitments are being terminated or decreased shall be deemed to have assigned, without recourse, to new Lenders and Lenders increasing their loan commitments such portion of the terminating or decreasing Existing Lender’s existing loans and commitments as shall be necessary to effectuate the modifications and adjustments in commitments and existing loans contemplated hereby, so that after giving effect to the assignments, consolidations and modifications contemplated by this Section 1.1(b), the resulting allocations are as set forth on the signature pages heretoAssumptions. Notwithstanding anything to the contrary in Section 13.2 of the Existing Credit Agreement or Section 13.2 10.06 of this Agreement, no other documents or instruments, including any Assignment and AcceptanceAssumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and AcceptanceAssumption. On the Closing First Amendment Effective Date, the Lenders (including any Lender joining this Agreement pursuant to the First Amendment) shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) Commitments, such that after giving effect to such settlements settlements, each Lender’s Pro Rata Share Applicable Percentage with respect to the total credit facility Floor Plan Facility and the Letter of Credit Facility shall be as set forth on Schedule 1.01-B of Schedule 1.01. (e) On the signature pages heretoFirst Amendment Effective Date, (i) the Released Parties shall automatically cease to be (and are hereby released from their obligations as) Borrowers under this Agreement and shall automatically cease to be (and are hereby released from their obligations as) Subsidiary Guarantors under the Subsidiary Guaranty, (ii) all Liens granted by the Released Parties on any property shall be (and are hereby) released, and (iii) the Released Parties shall automatically cease to be “Loan Parties” for all purposes of the Loan Documents. The parties hereby authorize the Administrative Agent to prepare, execute, deliver or file such UCC terminations or partial releases, and such other documents, as the Administrative Agent may deem appropriate to evidence such release of the Liens granted by the Released Parties.

Amendment and Restatement; Allocations. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: (a) Each of the The Borrower, each Subsidiary Guarantor, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Third Amended Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Third Amended Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Third Amended Credit Agreement, including anything in this Section 1.1, and of any related “Credit Documents” (as such term is defined in the Third Amended Credit Agreement and referred to herein, individually or collectively, as the “Prior Credit Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Third Amended Credit Agreement and other Prior Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Notes and any other Credit Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower and the Subsidiary Guarantors under the Third Amended Credit Agreement or any Prior Credit Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Third Amended Credit Agreement or of any of the other Prior Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrower, and outstanding under the Third Amended Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Third Amended Credit Agreement and any of the Prior Credit Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Third Amended Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all LIBOR Loans outstanding under the Third Amended Credit Agreement on the Effective Date shall remain in effect without renewal, interruption or extension as LIBOR Loans under this Agreement and accrue interest at the LIBOR Rate hereunder; provided that on and after the Effective Date the Applicable Margin Percentage applicable to any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Margin Percentage below, without regard to any margin applicable thereto under the Third Amended Credit Agreement prior to the Effective Date. (c) The parties hereto agree that as of the Effective Date, the Term Loan B Lenders shall become parties hereto, shall increase and readvance the Term Loan B to the Borrower on the terms and conditions set forth herein, shall have such applicable Commitment Percentages with respect to the Term Loan B as shall be set forth on the Register of the Administrative Agent as provided in Section 14.7(c), and the Term Loan B Facility shall be secured by the Collateral on a pari passu basis with the Revolving Credit Facility, and the Term Loan A Facility shall be prepaid in full. The parties hereto acknowledge that, notwithstanding clause (c) above, and notwithstanding the provisions regarding assignments set forth in Section 13.2 14.7 hereof, as of the Closing Effective Date, the Commitments Term Loan B Commitment, Revolving Credit Commitment and Pro Rata Shares Applicable Commitment Percentage for each of the Revolving Lenders and Term Loan B Lenders are as set forth beside each Lender’s name under the heading “Commitment” on the signature pages of this Agreement. Simultaneously with the Closing Date, the parties hereby agree that the Commitments shall be as set forth on the signature pages hereto and the portion of Loans outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptance (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Simultaneously with the Closing Date, those Existing Lenders party to the Existing Credit Agreement whose loan commitments are being terminated or decreased shall be deemed to have assigned, without recourse, to new Lenders and Lenders increasing their loan commitments such portion of the terminating or decreasing Existing Lender’s existing loans and commitments as shall be necessary to effectuate the modifications and adjustments in commitments and existing loans contemplated hereby, so that after giving effect to the assignments, consolidations and modifications contemplated by this Section 1.1(b), the resulting allocations are as set forth on the signature pages hereto. Notwithstanding anything to the contrary in Section 13.2 of the Existing Credit Agreement or Section 13.2 of this Agreement, no other documents or instruments, including any Assignment and Acceptance, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Pro Rata Share with respect to the total credit facility shall be as set forth on the signature pages heretoSchedule 1.1.

Amendment and Restatement; Allocations. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Agent Lenders, the Administrative Agent, the L/C Issuer and the LendersSwing Line Lender: (a) Each of the BorrowerThe Borrower and each other Loan Party, the Agent Lenders, the Administrative Agent, the L/C Issuer and the Lenders Swing Line Lender hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrower and each other Loan Party, the rights and interests of the Lenders, the Administrative Agent, the L/C Issuer and the Swing Line Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) The parties hereto acknowledge thatNotwithstanding this Amendment and Restatement, notwithstanding the provisions regarding assignments set forth including anything in Section 13.2 hereof, as of the Closing Date, the Commitments and Pro Rata Shares for each of the Lenders are as set forth beside each Lender’s name under the heading “Commitment” on the signature pages of this Agreement. Simultaneously with the Closing Date, the parties hereby agree that the Commitments shall be as set forth on the signature pages hereto and the portion of Loans outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptance (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Simultaneously with the Closing Date, those Existing Lenders party to the Existing Credit Agreement whose loan commitments are being terminated or decreased shall be deemed to have assigned, without recourse, to new Lenders and Lenders increasing their loan commitments such portion of the terminating or decreasing Existing Lender’s existing loans and commitments as shall be necessary to effectuate the modifications and adjustments in commitments and existing loans contemplated hereby, so that after giving effect to the assignments, consolidations and modifications contemplated by this Section 1.1(b), the resulting allocations are as set forth on the signature pages hereto. Notwithstanding anything to the contrary in Section 13.2 of the Existing Credit Agreement or Section 13.2 of this Agreement, no other documents or instruments, including any Assignment and Acceptance, shall be executed in connection with these assignments (all of which requirements are hereby waived)1.01, and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments of any related Loan Documents (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Credit Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Credit Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Committed Loans and Swing Line Loans (each as defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Pro Rata Share with respect to owing by the total credit facility Borrower and outstanding under the Existing Credit Agreement (collectively, the “Existing Loans”) shall be continue as set forth on Committed Loans and Swing Line Loans, respectively, hereunder and shall constitute advances hereunder, and all Letters of Credit (as defined in the signature pages heretoExisting Credit Agreement) outstanding under the Existing Credit Agreement and any of the Existing Credit Documents (collectively, the “Existing Letters of Credit”) shall continue as Letters of Credit hereunder.

Amendment and Restatement; Allocations. In order to facilitate the Seventh Amendment and Restatement and otherwise to effectuate the desires of the BorrowerCompany, the other Borrowers party hereto, the Administrative Agent and the Lenders: (a) Each of the BorrowerCompany, each Borrower and each other Loan Party, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrowers and each other Loan Party, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding any other provisions of this Seventh Amendment and Restatement, including anything in this Section 1.01, or of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Credit Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Floor Plan Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and obligations of the Company and the other Borrowers under the Existing Credit Agreement or any Existing Credit Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement: (i) all floor plan loans owing by the Company or any other Borrower and outstanding under the Existing Credit Agreement (collectively, the “Existing Floor Plan Loans”) shall continue as Floor Plan Loans hereunder and shall constitute advances hereunder; and (ii) all letters of credit outstanding under the Existing Credit Agreement and any of the Existing Credit Documents (collectively, the “Existing Letters of Credit”) shall continue as Letters of Credit hereunder; and (iii) all L/C advances outstanding under the Existing Credit Agreement and any of the Existing Credit Documents (collectively, the “Existing L/C Advances”) shall continue as L/C Advances hereunder. (c) The parties hereto acknowledge thatthat on the Effective Date, notwithstanding immediately prior to the provisions regarding assignments set forth in Section 13.2 hereof, as effectiveness of the Closing DateSeventh Amendment and Restatement, the Commitments and Pro Rata Shares Applicable Percentages for each of the Lenders are were as set forth beside each Lender’s name under the heading “Commitment” on Schedule 1.01-A of Schedule 1.01 attached hereto. (d) The Lenders agree to change their respective Floor Plan Commitments and Letter of Credit Commitments on the signature pages of this Agreement. Simultaneously with the Closing Effective Date, so that as of the parties hereby agree that Effective Date (upon the Commitments effectiveness of the Seventh Amendment and Restatement), the Floor Plan Commitment and Letter of Credit Commitment of each Lender shall be as set forth on the signature pages hereto and the Schedule 1.01-B of Schedule 1.01 attached hereto. The portion of the Floor Plan Loans and Letter of Credit Facility Exposure outstanding under on the Existing Credit Agreement Effective Date shall be reallocated in accordance with such Commitments Applicable Percentages and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment Assignments and Acceptance (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Simultaneously with the Closing Date, those Existing Lenders party to the Existing Credit Agreement whose loan commitments are being terminated or decreased shall be deemed to have assigned, without recourse, to new Lenders and Lenders increasing their loan commitments such portion of the terminating or decreasing Existing Lender’s existing loans and commitments as shall be necessary to effectuate the modifications and adjustments in commitments and existing loans contemplated hereby, so that after giving effect to the assignments, consolidations and modifications contemplated by this Section 1.1(b), the resulting allocations are as set forth on the signature pages heretoAssumptions. Notwithstanding anything to the contrary in Section 13.2 of the Existing Credit Agreement or Section 13.2 10.06 of this Agreement, no other documents or instruments, including any Assignment and AcceptanceAssumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and AcceptanceAssumption. On the Closing Effective Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) Commitments, such that after giving effect to such settlements settlements, each Lender’s Pro Rata Share Applicable Percentage with respect to the total credit facility Floor Plan Facility and the Letter of Credit Facility shall be as set forth on Schedule 1.01-B of Schedule 1.01. (e) The parties acknowledge that on the signature pages First Amendment Effective Date, immediately prior to the effectiveness of the First Amendment, the Revolving Credit Commitment of each Lender and the Applicable Percentage of each Lender with respect to the Revolving Credit Facility were as set forth on Schedule 1.01-C of Schedule 1.01 attached hereto. (f) The Lenders agree to change their respective Revolving Credit Commitments on the First Amendment Effective Date, so that as of the First Amendment Effective Date (upon the effectiveness of the First Amendment), the Revolving Credit Commitment of each Lender and Applicable Percentage of each Lender with respect to the Revolving Credit Facility shall be as set forth on Schedule 1.01-D of Schedule 1.01 attached hereto. The portion of the Revolving Credit Loans outstanding on the First Amendment Effective Date shall be reallocated in accordance with such Applicable Percentages and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions. Notwithstanding anything to the contrary in Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the First Amendment Effective Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Revolving Credit Commitments, such that after giving effect to such settlements, each Lender’s Applicable Percentage with respect to the Revolving Credit Facility shall be as set forth on Schedule 1.01-D of Schedule 1.01. (g) The parties acknowledge that on the Second Amendment Effective Date, immediately prior to the effectiveness of the Second Amendment, the Commitments and Applicable Percentages of each Lender were as set forth on Schedule 1.01-E of Schedule 1.01 attached hereto. (h) The Lenders agree to change their respective Commitments on the Second Amendment Effective Date, so that as of the Second Amendment Effective Date (upon the effectiveness of the Second Amendment), the Commitments and Applicable Percentages of each Lender shall be as set forth on Schedule 1.01-F of Schedule 1.01 attached hereto. The portion of the Loans and Letter of Credit Facility Exposure outstanding on the Second Amendment Effective Date shall be reallocated in accordance with such Applicable Percentages and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions. Notwithstanding anything to the contrary in Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Second Amendment Effective Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s Applicable Percentage with respect to each Facility shall be as set forth on Schedule 1.01-F of Schedule 1.01.

Amendment and Restatement; Allocations. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Agent Parent, the Initial Lenders, the Administrative Agent, the L/C Issuers and the LendersSwing Line Lender: (a) Each of the The Borrower, the Agent Guarantor, the Initial Lenders, the Administrative Agent, the L/C Issuers and the Lenders Swing Line Lender hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrower and the Guarantor, the rights and interests of the Initial Lenders, the Administrative Agent, the L/C Issuers, if applicable, and the Swing Line Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) The parties hereto acknowledge thatNotwithstanding the Amendment and Restatement, notwithstanding including anything in this Section 1.01 and any related Loan Documents (as such term is defined in the provisions regarding assignments set forth in Section 13.2 hereofExisting Credit Agreement and referred to herein, individually or collectively, as the “Existing Credit Documents”), (i) all of the Closing Dateindebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the Commitments indebtedness, liabilities and Pro Rata Shares for each obligations of the Lenders are as set forth beside each Lender’s name Borrower under the heading “Commitment” on Existing Credit Agreement or any Existing Credit Document, and neither the signature pages execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement. Simultaneously with , all Advances (as defined in the Closing DateExisting Credit Agreement, and including all Swing Line Loans thereunder) owing by the parties hereby agree that the Commitments shall be as set forth on the signature pages hereto Borrower and the portion of Loans outstanding under the Existing Credit Agreement (collectively, the “Existing Advances”) shall continue as Advances hereunder and shall constitute advances hereunder. Base Rate Advances under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder, Swing Line Loans under the Existing Credit Agreement shall accrue interest at the SOFR Daily Floating Rate hereunder, and the parties hereto agree that all Daily Floating LIBOR Rate Advances outstanding under, and as defined in, the Existing Credit Agreement on the Effective Date shall be deemed to constitute SOFR Daily Floating Rate Advances on the Effective Date and commencing on the Effective Date shall accrue interest at the SOFR Daily Floating Rate. All accrued and unpaid interest and fees with respect to the Existing Advances shall be paid on the Effective Date. (c) Simultaneously with the Effective Date, (i) the Commitments (as defined in the Existing Credit Agreement) of each of the Existing Lenders and the outstanding amount of all Existing Advances shall be reallocated in accordance with such the Commitments of the Initial Lenders set forth on Schedule 1.01, and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Existing Lender to each other Initial Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignment Assignments and Acceptance Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Simultaneously with Agreement but without the Closing Datepayment of any related assignment fee, those Existing Lenders party to the Existing Credit Agreement whose loan commitments are being terminated or decreased shall be deemed to have assigned, without recourse, to new Lenders and Lenders increasing their loan commitments such portion of the terminating or decreasing Existing Lender’s existing loans and commitments as shall be necessary to effectuate the modifications and adjustments in commitments and existing loans contemplated hereby, so that after giving effect to the assignments, consolidations and modifications contemplated by this Section 1.1(b), the resulting allocations are as set forth on the signature pages hereto. Notwithstanding anything to the contrary in Section 13.2 of the Existing Credit Agreement or Section 13.2 of this Agreement, no other documents or instrumentsinstruments shall be, including any Assignment and Acceptance, or shall be required to be, executed in connection with these such assignments (all of which such requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Closing Date, the Lenders (ii) each assignee Lender shall make full cash settlement with each other corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations such assignments and other changes in Commitments reallocations; and (as such term is defined in d) Simultaneously with the Existing Credit Agreement) such that Effective Date and after giving effect to such settlements the assignments and reallocations contemplated by Section 1.01(c), the Commitments of each Lender’s Pro Rata Share with respect to of the total credit facility Initial Lenders shall be as set forth on the signature pages heretoSchedule 1.01.

Amendment and Restatement; Allocations. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Agent Parent, the Initial Lenders, the Administrative Agent, the L/C Issuers and the LendersSwing Line Lender: (a) Each of the The Borrower, the Agent Guarantor, the Initial Lenders, the Administrative Agent, the L/C Issuers and the Lenders Swing Line Lender hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrower and the Guarantor, the rights and interests of the Initial Lenders, the Administrative Agent, the L/C Issuers, if applicable, and the Swing Line Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) The parties hereto acknowledge thatNotwithstanding this Amendment and Restatement, notwithstanding including anything in this Section 1.01 and any related Loan Documents (as such term is defined in the provisions regarding assignments set forth in Section 13.2 hereofExisting Credit Agreement and referred to herein, individually or collectively, as the “Existing Credit 91839933_4 Documents”), (i) all of the Closing Dateindebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the Commitments indebtedness, liabilities and Pro Rata Shares for each obligations of the Lenders are as set forth beside each Lender’s name Borrower under the heading “Commitment” on Existing Credit Agreement or any Existing Credit Document, and neither the signature pages execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement. Simultaneously with , all Advances (as defined in the Closing DateExisting Credit Agreement, and including all Swing Line Loans thereunder) owing by the parties hereby agree that the Commitments shall be as set forth on the signature pages hereto Borrower and the portion of Loans outstanding under the Existing Credit Agreement (collectively, the “Existing Advances”) shall continue as Advances hereunder and shall constitute advances hereunder. Base Rate Advances under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Advances outstanding under the Existing Credit Agreement on the Effective Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Advances under this Agreement and accrue interest at the Eurocurrency Rate hereunder. (c) Simultaneously with the Effective Date, (i) the Commitments (as defined in the Existing Credit Agreement) of each of the Existing Lenders and the outstanding amount of all Existing Advances shall be reallocated in accordance with such the Commitments of the Initial Lenders set forth on Schedule 1.01, and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Existing Lender to each other Initial Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignment Assignments and Acceptance Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Simultaneously with Agreement but without the Closing Datepayment of any related assignment fee, those Existing Lenders party to the Existing Credit Agreement whose loan commitments are being terminated or decreased shall be deemed to have assigned, without recourse, to new Lenders and Lenders increasing their loan commitments such portion of the terminating or decreasing Existing Lender’s existing loans and commitments as shall be necessary to effectuate the modifications and adjustments in commitments and existing loans contemplated hereby, so that after giving effect to the assignments, consolidations and modifications contemplated by this Section 1.1(b), the resulting allocations are as set forth on the signature pages hereto. Notwithstanding anything to the contrary in Section 13.2 of the Existing Credit Agreement or Section 13.2 of this Agreement, no other documents or instrumentsinstruments shall be, including any Assignment and Acceptance, or shall be required to be, executed in connection with these such assignments (all of which such requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Closing Date, the Lenders (ii) each assignee Lender shall make full cash settlement with each other corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations such assignments and other changes in Commitments reallocations; and (as such term is defined in d) Simultaneously with the Existing Credit Agreement) such that Effective Date and after giving effect to such settlements the assignments and reallocations contemplated by Section 1.01(c), the Commitments of each Lender’s Pro Rata Share with respect to of the total credit facility Initial Lenders shall be as set forth on the signature pages heretoSchedule 1.01.

Amendment and Restatement; Allocations. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: (a) Each of the The Borrower, each Subsidiary Guarantor, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Second Amended Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Second Amended Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) The parties hereto acknowledge that, notwithstanding the provisions regarding assignments set forth in Section 13.2 hereof, as Notwithstanding this amendment and restatement of the Closing Date, the Commitments and Pro Rata Shares for each of the Lenders are as set forth beside each Lender’s name under the heading “Commitment” on the signature pages of this Agreement. Simultaneously with the Closing Date, the parties hereby agree that the Commitments shall be as set forth on the signature pages hereto and the portion of Loans outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Acceptance (as defined in the Existing Second Amended Credit Agreement) under the Existing Credit Agreement. Simultaneously with the Closing Date, those Existing Lenders party to the Existing Credit Agreement whose loan commitments are being terminated or decreased shall be deemed to have assigned, without recourse, to new Lenders and Lenders increasing their loan commitments such portion of the terminating or decreasing Existing Lender’s existing loans and commitments as shall be necessary to effectuate the modifications and adjustments in commitments and existing loans contemplated hereby, so that after giving effect to the assignments, consolidations and modifications contemplated by this Section 1.1(b), the resulting allocations are as set forth on the signature pages hereto. Notwithstanding anything to the contrary in Section 13.2 of the Existing Credit Agreement or Section 13.2 of this Agreement, no other documents or instruments, including any Assignment and Acceptance, shall be executed anything in connection with these assignments (all of which requirements are hereby waived)this SECTION 1.1, and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments of any related "Credit Documents" (as such term is defined in the Existing Second Amended Credit Agreement and referred to herein, individually or collectively, as the "Prior Credit Documents"), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Second Amended Credit Agreement and other Prior Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Notes and any other Credit Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower and the Subsidiary Guarantors under the Second Amended Credit Agreement or any Prior Credit Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Second Amended Credit Agreement or of any of the other Prior Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement) such , all Loans owing by the Borrower, and outstanding under the Second Amended Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Second Amended Credit Agreement and any of the Prior Credit Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Second Amended Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all LIBOR Loans outstanding under the Second Amended Credit Agreement on the Effective Date shall remain in effect without renewal, interruption or extension as LIBOR Loans under this Agreement and accrue interest at the LIBOR Rate hereunder; provided that on and after giving effect the Effective Date the Applicable Margin Percentage applicable to such settlements each Lender’s Pro Rata Share with respect to the total credit facility any Loan or Letter of Credit hereunder shall be as set forth in the definition of Applicable Margin Percentage below, without regard to any margin applicable thereto under the Second Amended Credit Agreement prior to the Effective Date. (c) The parties hereto acknowledge that as of the Effective Date, the Term Loan A Commitment, Revolving Credit Commitment and Applicable Commitment Percentage for each of the Revolving Lenders and Term Loan A Lenders are as follows: TERM LOAN A APPLICABLE TERM LOAN A OUTSTANDINGS AS OF COMMITMENT TERM LOAN A LENDER COMMITMENT EFFECTIVE DATE PERCENTAGE Bank of America, N.A. $ 7,894,737.00 $ 7,105,250.00 31.58% Wachovia Bank, National Association $ 7,894,737.00 $ 7,105,250.00 31.58% Fifth Third Bank, Florida $ 5,263,158.00 $ 4,736,875.00 21.05% SunTrust Bank $ 3,947,368.00 $ 3,552,625.00 15.79% Term Loan A Facility Total $ 25,000,000.00 REVOLVING LOAN FACILITY APPLICABLE REVOLVING CREDIT COMMITMENT REVOLVING LENDER COMMITMENT PERCENTAGE Bank of America, N.A. $ 22,105,263.00 31.58% Wachovia Bank, National Association $ 22,105,263.00 31.58% Fifth Third Bank, Florida $ 14,736,842.00 21.05% SunTrust Bank $ 11,052,632.00 15.79% Revolving Credit Facility Total $ 70,000,000.00 TOTAL FACILITIES $ 95,000,000.00 ================ (d) The parties hereto agree that as of the Effective Date, the Term Loan B Lenders shall become parties hereto, shall provide the Term Loan B to the Borrower on the signature pages heretoterms and conditions set forth herein, shall have such applicable Commitment Percentages with respect to the Term Loan B as shall be set forth on the Register of the Administrative Agent as provided in SECTION 14.7(c), and the Term Loan B Facility shall be secured by the Collateral on a pari passu basis with the Revolving Credit Facility and the Term Loan A Facility.

Amendment and Restatement; Allocations. In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Agent Parent, the Initial Lenders, the Administrative Agent, the L/C Issuer and the LendersSwing Line Lender: (a) Each of the The Borrower, the Agent Guarantor, the Initial Lenders, the Administrative Agent, the L/C Issuer and the Lenders Swing Line Lender hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrower and the Guarantor, the rights and interests of the Initial Lenders, the Administrative Agent, the L/C Issuer and the Swing Line Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.. 68457597_7 (b) The parties hereto acknowledge thatNotwithstanding this Amendment and Restatement, notwithstanding including anything in this Section 1.01 and any related Loan Documents (as such term is defined in the provisions regarding assignments set forth in Section 13.2 hereofExisting Credit Agreement and referred to herein, individually or collectively, as the “Existing Credit Documents”), (i) all of the Closing Dateindebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the Commitments indebtedness, liabilities and Pro Rata Shares for each obligations of the Lenders are as set forth beside each Lender’s name Borrower under the heading “Commitment” on Existing Credit Agreement or any Existing Credit Document, and neither the signature pages execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement. Simultaneously with , all Advances (as defined in the Closing DateExisting Credit Agreement, and including all Swing Line Loans thereunder) owing by the parties hereby agree that the Commitments shall be as set forth on the signature pages hereto Borrower and the portion of Loans outstanding under the Existing Credit Agreement (collectively, the “Existing Advances”) shall continue as Advances hereunder and shall constitute advances hereunder. Base Rate Advances under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Advances outstanding under the Existing Credit Agreement on the Effective Date shall remain in effect without renewal, interruption or extension as Eurocurrency Rate Advances under this Agreement and accrue interest at the Eurocurrency Rate hereunder. (c) Simultaneously with the Effective Date, (i) the Commitments (as defined in the Existing Credit Agreement) of each of the Existing Lenders and the outstanding amount of all Existing Advances shall be reallocated in accordance with such the Commitments of the Initial Lenders set forth on Schedule 1.01, and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Existing Lender to each other Initial Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignment Assignments and Acceptance Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Simultaneously with Agreement but without the Closing Datepayment of any related assignment fee, those Existing Lenders party to the Existing Credit Agreement whose loan commitments are being terminated or decreased shall be deemed to have assigned, without recourse, to new Lenders and Lenders increasing their loan commitments such portion of the terminating or decreasing Existing Lender’s existing loans and commitments as shall be necessary to effectuate the modifications and adjustments in commitments and existing loans contemplated hereby, so that after giving effect to the assignments, consolidations and modifications contemplated by this Section 1.1(b), the resulting allocations are as set forth on the signature pages hereto. Notwithstanding anything to the contrary in Section 13.2 of the Existing Credit Agreement or Section 13.2 of this Agreement, no other documents or instrumentsinstruments shall be, including any Assignment and Acceptance, or shall be required to be, executed in connection with these such assignments (all of which such requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Closing Date, the Lenders (ii) each assignee Lender shall make full cash settlement with each other corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations such assignments and other changes in Commitments reallocations; and (as such term is defined in d) Simultaneously with the Existing Credit Agreement) such that Effective Date and after giving effect to such settlements the assignments and reallocations contemplated by Section 1.01(c), the Commitments of each Lender’s Pro Rata Share with respect to of the total credit facility Initial Lenders shall be as set forth on the signature pages heretoSchedule 1.01.

Amendment and Restatement; Allocations. In order to facilitate the Sixth Amendment and Restatement and otherwise to effectuate the desires of the BorrowerCompany, the other Borrowers party hereto, the Administrative Agent and the Lenders: (a) Each of the BorrowerCompany, each Borrower and each other Loan Party, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrowers and each other Loan Party, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding any other provisions of this Sixth Amendment and Restatement, including anything in this Section 1.01, or of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Credit Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Floor Plan Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and obligations of the Company and the other Borrowers under the Existing Credit Agreement or any Existing Credit Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder. Upon the effectiveness of this Agreement: (i) all floor plan loans owing by the Company or any other Borrower and outstanding under the Existing Credit Agreement (collectively, the “Existing Floor Plan Loans”) shall continue as Floor Plan Loans hereunder and shall constitute advances hereunder; and (ii) all letters of credit outstanding under the Existing Credit Agreement and any of the Existing Credit Documents (collectively, the “Existing Letters of Credit”) shall continue as Letters of Credit hereunder; and (iii) all L/C advances outstanding under the Existing Credit Agreement and any of the Existing Credit Documents (collectively, the “Existing L/C Advances”) shall continue as L/C Advances hereunder. (c) The parties hereto acknowledge that immediately prior to the Effective Date, the Commitments and Applicable Percentages for each of the Lenders under the Existing Credit Agreement were as set forth on Schedule 1.01. Simultaneously with the Effective Date, the parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 13.2 10.06 hereof, as of the Closing Date, the Commitments and Pro Rata Shares for each of the Lenders are as set forth beside each Lender’s name under the heading “Commitment” on the signature pages of this Agreement. Simultaneously with the Closing Date, the parties hereby agree that the Commitments Applicable Percentages shall be as set forth on the signature pages hereto in Schedule 1.01 and the portion of Loans outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments Applicable Percentages and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment Assignments and Acceptance Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Simultaneously with the Closing Date, those Existing Lenders party to the Existing Credit Agreement whose loan commitments are being terminated or decreased shall be deemed to have assigned, without recourse, to new Lenders and Lenders increasing their loan commitments such portion of the terminating or decreasing Existing Lender’s existing loans and commitments as shall be necessary to effectuate the modifications and adjustments in commitments and existing loans contemplated hereby, so that after giving effect to the assignments, consolidations and modifications contemplated by this Section 1.1(b), the resulting allocations are as set forth on the signature pages hereto. Notwithstanding anything to the contrary in Section 13.2 10.06 of the Existing Credit Agreement or Section 13.2 10.06 of this Agreement, no other documents or instruments, including any Assignment and AcceptanceAssumption (as defined herein), shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and AcceptanceAssumption. On the Closing Effective Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s Pro Rata Share Applicable Percentage with respect to the total credit facility Letter of Credit Facility and the Floor Plan Facility shall be as set forth on the signature pages heretoSchedule 1.01.