Common use of Effect of Amendment and Restatement; No Novation; Release Clause in Contracts

Effect of Amendment and Restatement; No Novation; Release. Upon the effectiveness of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Effective Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the other Loan Documents. Each Loan Party hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the Loan Documents delivered on the Effective Date. Any and all references in any Loans Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. In consideration of Administrative Agent and Lenders entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of the date hereof, each Loan Party hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent, Issuer and Lenders, and their successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Administrative Agent, Issuer, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party may now or hereafter own, hold, have or claim to have against the Releasees by reason of any circumstance, action, cause or thing whatsoever which occurred on or prior to the date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Existing Credit Agreement, the Loan Documents or transactions directly related thereto between any Loan Party and the Releasees; provided that nothing in this Section 1.06 shall affect or release any Lender from any liabilities or obligations owing to any Loan Party by such Lender with respect to Banking Services provided by such Lender.

Effect of Amendment and Restatement; No Novation; Release. Upon the effectiveness of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Effective Closing Date shall continue in full force and effect and constitute Obligationseffect, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Without limiting the foregoing, upon the effectiveness of this Agreement, (i) the outstanding “Revolver Loans” (as defined in the Existing Credit Agreement) shall constitute Revolver Loans hereunder, (ii) the outstanding “Floorplan Loans” (as defined in the Existing Credit Agreement) shall constitute Floorplan Loans hereunder, (iii) the outstanding “Swing Loans” (as defined in the Existing Credit Agreement) shall constitute Swing Loans hereunder. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the other Loan Documents. Each Loan Party Borrowers hereby reaffirms its reaffirm their obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the Loan Documents delivered on the Effective Date. Any and all references in any Loans Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. In consideration of Administrative Agent and Lenders entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of the date hereof, each Loan Party hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent, Issuer and Lenders, and their successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Administrative Agent, Issuer, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party may now or hereafter own, hold, have or claim to have against the Releasees by reason of any circumstance, action, cause or thing whatsoever which occurred on or prior to the date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Existing Credit Agreement, the Loan Documents or transactions directly related thereto between any Loan Party and the Releasees; provided that nothing in this Section 1.06 shall affect or release any Lender from any liabilities or obligations owing to any Loan Party by such Lender with respect to Banking Services provided by such Lender.Loan

Effect of Amendment and Restatement; No Novation; Release. Upon the effectiveness of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Effective Closing Date shall continue in full force and effect and constitute Obligationseffect, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Without limiting the foregoing, upon the effectiveness of this Agreement, (i) the outstanding "Working Capital Loans" (as defined in the Existing Credit Agreement) shall constitute Revolving Loans hereunder, (ii) the outstanding "Floorplan Loans" (as defined in the Existing Credit Agreement) shall constitute Floorplan Loans hereunder, (iii) the outstanding "Swing Line Loans" (as defined in the Existing Credit Agreement) shall constitute Swing Loans hereunder. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the other Loan Documents. Each Loan Party Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered on the Effective Closing Date. Any and all references in any Loans Loan Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. In consideration of Administrative Agent and Lenders entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as Borrower, on behalf of the date hereofitself and its successors, each Loan Party assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent, Issuer Agent and Lenders, and their successors and assigns, and their respective present and former shareholders, members, managers, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives agents and other representatives (Administrative Agent, Issuer, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set offset‑off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower or any Loan Party of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which occurred on or prior to the date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Existing Credit Agreement, this Agreement, or any of the other Loan Documents or transactions directly thereunder or related thereto between which arises at any Loan Party and time on or prior to the Releasees; provided that nothing in this Section 1.06 shall affect or release any Lender from any liabilities or obligations owing to any Loan Party by such Lender with respect to Banking Services provided by such LenderClosing Date.

Effect of Amendment and Restatement; No Novation; Release. Upon the effectiveness of this Agreement, the Existing A/R Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Original Obligations outstanding on the Effective Closing Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Original Obligations. Such Existing Original Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the other Loan Documents. Each Loan Party Borrowers hereby reaffirms its reaffirm their obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it them contained in the Existing Credit Agreement and in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered on the Effective Closing Date. Any and all references in any Loans Loan Documents to the Existing A/R Credit Agreement shall be deemed to be amended to refer to this Agreement. In consideration of Administrative Agent and Lenders entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of the date hereof, Parent and each Loan Party Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent, Issuer Issuing Bank and Lenders, and their successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives agents and other representatives (Administrative Agent, IssuerIssuing Bank, each Lender and all such other Persons being hereinafter referred to collectively as the "“Releasees" ” and individually as a "“Releasee"”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees by reason of any circumstance, action, cause or thing whatsoever which occurred on or prior to the date hereof pursuant to or arising out of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Existing A/R Credit Agreement, the other Loan Documents or transactions directly related thereto between any Loan Party and the Releasees; provided that nothing in this Section 1.06 shall affect or release any Lender from any liabilities or obligations owing to any Loan Party by such Lender with respect to Banking Services provided by such Lender.

Effect of Amendment and Restatement; No Novation; Release. Upon the effectiveness of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Effective Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the other Loan Documents. Each Loan Party hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the Loan Documents delivered on the Effective Date. Any and all references in any Loans Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. In consideration of Administrative Agent and Lenders entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of the date hereof, each Loan Party hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent, Issuer and Lenders, and their successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Administrative Agent, Issuer, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party may now or hereafter own, hold, have or claim to have against the Releasees by reason of any circumstance, action, cause or thing whatsoever which occurred on or prior to the date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Existing Credit Agreement, the Loan Documents or transactions directly related thereto between any Loan Party and the Releasees; provided that nothing in this Section 1.06 shall affect or release any Lender from any liabilities or obligations owing to any Loan Party by such Lender with respect to Banking Services provided by such Lender.,

Effect of Amendment and Restatement; No Novation; Release. Upon the effectiveness of this Agreement, the Existing Original Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Original Obligations outstanding on the Effective Closing Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Original Obligations. Such Existing Original Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the other Loan Documents. Each Loan Party Borrowers hereby reaffirms its reaffirm their obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it them contained in the Existing Credit Agreement and in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered on the Effective Closing Date. Any and all references in any Loans Loan Documents to the Existing Original Credit Agreement shall be deemed to be amended to refer to this Agreement. In consideration of Administrative Agent and Lenders entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of the date hereof, Parent and each Loan Party Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent, Issuer Issuing Bank and Lenders, and their successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives agents and other representatives (Administrative Agent, IssuerIssuing Bank, each Lender and all such other Persons being hereinafter referred to collectively as the "“Releasees" ” and individually as a "“Releasee"”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees by reason of any circumstance, action, cause or thing whatsoever which occurred on or prior to the date hereof pursuant to or arising out of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Existing Original Credit Agreement, the other Loan Documents or transactions directly related thereto between any Loan Party and the Releasees; provided that nothing in . PPPI is hereby joined to this Section 1.06 shall affect or release Agreement as a Borrower, and PPPI hereby agrees to be bound by the terms and conditions (including without limitation all of the representations and warranties and covenants) to which a Borrower is a party as a Borrower under this Agreement. In furtherance of the preceding sentence, without limiting any Lender from any liabilities or obligations owing to provision of any Loan Party by such Lender Document to which PPPI is now becoming a party as a Borrower, and in accordance with respect the terms of the Loan Documents, PPPI agrees to Banking Services provided by such Lenderbe jointly and severally liable with each other Borrower for all Obligations.

Effect of Amendment and Restatement; No Novation; Release. Upon the effectiveness of this Agreement, the Existing Original Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Original Obligations outstanding on the Effective Closing Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Original Obligations. Such Existing Original Obligations, together with any and all additional Obligations incurred by Borrowers any Credit Party under this Agreement or under any of the other Loan Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the other Loan Other Documents. Each Loan Credit Party hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Original Credit Agreement and in any and all Loan Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Loan Other Documents delivered on the Effective Closing Date. Any and all references in any Loans Other Documents to the Existing Original Credit Agreement shall be deemed to be amended to refer to this Agreement. In consideration of Administrative Agent and Lenders entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of the date hereof, each Loan Party Credit Party, on behalf of itself and its successors, assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent, Issuer and Lenders, and their successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Administrative Agent, Issuer, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Credit Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees by reason of any circumstance, action, cause or thing whatsoever which occurred on or prior to the date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Existing Original Credit Agreement, the Loan Other Documents or transactions directly related thereto between any Loan Credit Party and the Releasees; provided that nothing in this Section 1.06 shall affect or release any Lender from any liabilities or obligations owing to any Loan Party by such Lender with respect to Banking Services provided by such Lender.

Effect of Amendment and Restatement; No Novation; Release. Upon the effectiveness of this Agreement, the Existing Original Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Original Obligations outstanding on the Effective Closing Date shall continue in full force and effect and constitute Obligationseffect, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Original Obligations. Without limiting the foregoing, upon the effectiveness of this Agreement, the outstanding “Revolving Advances” (as defined in the Original Credit Agreement) shall constitute Revolving Loans and the outstanding “Swing Line Advances” (as defined in the Original Credit Agreement) shall constitute Swing Loans. Such Existing Original Obligations, together with any and all additional Obligations incurred by Borrowers Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the other Loan Documents. Each Loan Party Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered on the Effective Closing Date. Any and all references in any Loans Loan Documents to the Existing Original Credit Agreement shall be deemed to be amended to refer to this Agreement. In consideration of Administrative Agent and Lenders entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as Borrower, on behalf of the date hereofitself and its successors, each Loan Party assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent, Issuer Agent and Lenders, and their successors and assigns, and their respective present and former shareholders, members, managers, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives agents and other representatives (Administrative Agent, Issuer, each Lender and all such other Persons being hereinafter referred to collectively as the "“Releasees" ” and individually as a "“Releasee"”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower or any Loan Party of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which occurred on or prior to the date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Existing Original Credit Agreement, this Agreement, or any of the other Loan Documents or transactions directly thereunder or related thereto between which arises at any Loan Party and time on or prior to the Releasees; provided that nothing in this Section 1.06 shall affect or release any Lender from any liabilities or obligations owing to any Loan Party by such Lender with respect to Banking Services provided by such LenderClosing Date.

Effect of Amendment and Restatement; No Novation; Release. Upon the effectiveness of this Agreement, the Existing First Restatement Credit Agreement (which, for the sake of clarity, amended and restated the Original Credit Agreement in its entirety) shall be amended and restated in its entirety by this Agreement. The Existing First Restatement Obligations outstanding on the Effective Closing Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing First Restatement Obligations. Such Existing First Restatement Obligations, together with any and all additional Obligations incurred by Borrowers any Credit Party under this Agreement or under any of the other Loan Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the other Loan Other Documents. Each Loan Credit Party hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing First Restatement Credit Agreement and in any and all Loan Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Loan Other Documents delivered on the Effective Closing Date. Any and all references in any Loans Other Documents to the Existing First Restatement Credit Agreement shall be deemed to be amended to refer to this Agreement. In consideration of Administrative Agent and Lenders entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of the date hereof, each Loan Party Credit Party, on behalf of itself and its successors, assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent, Issuer and Lenders, and their successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Administrative Agent, Issuer, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Credit Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees by reason of any circumstance, action, cause or thing whatsoever which occurred on or prior to the date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Existing First Restatement Credit Agreement, the Loan Other Documents or transactions directly related thereto between any Loan Credit Party and the Releasees; provided that nothing in this Section 1.06 shall affect or release any Lender from any liabilities or obligations owing to any Loan Party by such Lender with respect to Banking Services provided by such Lender.

Effect of Amendment and Restatement; No Novation; Release. Upon the effectiveness of this Agreement, the Existing First Restatement Credit Agreement (which, for the sake of clarity, amended and restated the Original Credit Agreement in its entirety) shall be amended and restated in its entirety by this Agreement. The Existing First Restatement Obligations outstanding on the Effective Closing Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing First Restatement Obligations. Such Existing First Restatement Obligations, together with any and all additional Obligations incurred by Borrowers any Credit Party under this Agreement or under any of the other Loan Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the other Loan Other Documents. Each Loan Credit Party hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing First Restatement Credit Agreement and in any and all Loan Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Loan Other Documents delivered on the Effective Closing Date. Any and all references in any Loans Other Documents to the Existing First Restatement Credit Agreement shall be deemed to be amended to refer to this Agreement. In consideration of Administrative Agent and Lenders entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of the date hereof, each Loan Party Credit Party, on behalf of itself and its successors, assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent, Issuer and LendersXxxxxxx, and their successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Administrative Agent, Issuer, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Credit Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees by reason of any circumstance, action, cause or thing whatsoever which occurred on or prior to the date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Existing First Restatement Credit Agreement, the Loan Other Documents or transactions directly related thereto between any Loan Credit Party and the Releasees; provided that nothing in this Section 1.06 shall affect or release any Lender from any liabilities or obligations owing to any Loan Party by such Lender with respect to Banking Services provided by such Lender. ADVANCES, PAYMENTS.

Effect of Amendment and Restatement; No Novation; Release. Upon the effectiveness of this Agreement, the Existing Credit Agreement shall be amended and restated in 126471205_8 its entirety by this Agreement. The Existing Obligations outstanding on the Effective Closing Date shall continue in full force and effect and constitute Obligationseffect, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Without limiting the foregoing, upon the effectiveness of this Agreement, (i) the outstanding “Revolving Loans” (as defined in the Existing Credit Agreement) shall constitute Revolving Loans hereunder, (ii) the outstanding “Floorplan Loans” (as defined in the Existing Credit Agreement) shall constitute Floorplan Loans hereunder, (iii) the outstanding “Swing Line Loans” (as defined in the Existing Credit Agreement) shall constitute Swing Loans hereunder. Such Existing Obligations, together with any and all additional Obligations incurred by Borrowers Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the other Loan Documents. Each Loan Party Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered on the Effective Closing Date. Any and all references in any Loans Loan Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. In consideration of Administrative Agent and Lenders entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as Borrower, on behalf of the date hereofitself and its successors, each Loan Party assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent, Issuer Agent and Lenders, and their successors and assigns, and their respective present and former shareholders, members, managers, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives agents and other representatives (Administrative Agent, Issuer, each Lender and all such other Persons being hereinafter referred to collectively as the "“Releasees" ” and individually as a "“Releasee"”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower or any Loan Party of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which occurred on or prior to the date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Existing Credit Agreement, this Agreement, or any of the other Loan Documents or transactions directly thereunder or related thereto between which arises at any Loan Party and time on or prior to the Releasees; provided that nothing in this Section 1.06 shall affect or release any Lender from any liabilities or obligations owing to any Loan Party by such Lender with respect to Banking Services provided by such LenderClosing Date.