Common use of Effectiveness; Conditions Precedent Clause in Contracts

Effectiveness; Conditions Precedent. This Agreement and the amendments to the Credit Agreement herein provided shall become effective as of the Effective Date at the time when each of the following conditions has been satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) the Administrative Agent shall have received (A) counterparts of this Agreement, duly executed by the Company, Bank of America, as Administrative Agent, L/C Issuer and Swing Line Lender, each other L/C Issuer, each Guarantor and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Effective Date, duly executed by the Company and Bank of America; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (v) a favorable opinion of local counsel to the Loan Parties in Florida, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agent; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 7(a) and (d) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made at least ten (10) days prior to the date hereof, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (c) All fees and expenses payable to the Administrative Agent, the Arranger and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses). (d) The Floorplan Facility shall have been amended substantially simultaneously with the consummation of this Agreement.

Effectiveness; Conditions Precedent. This Agreement and the amendments to the Credit Agreement herein provided shall become be effective as of the Effective Date at the time when each upon satisfaction of the following conditions has been satisfiedprecedent: (a) The Receipt by the Administrative Agent of copies of this Agreement duly executed by the Borrower, the Lenders, the Voting Participants and the Administrative Agent’s receipt . (b) Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the date hereof, and in form and substance reasonably satisfactory to the Administrative Agent. (c) There shall not have occurred a material adverse change since December 31, 2016 in the business, assets, income, properties, liabilities (actual or contingent), operations or financial condition of the Borrower and its Subsidiaries, taken as a whole. (d) Receipt by the Administrative Agent of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) copies of the Administrative Agent shall have received (A) counterparts Organization Documents of this Agreement, duly executed each Loan Party certified to be true and complete as of a recent date by the Companyappropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, Bank where applicable, and certified by a secretary or assistant secretary of America, as Administrative Agent, L/C Issuer such Loan Party to be true and Swing Line Lender, each other L/C Issuer, each Guarantor and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated correct as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Effective Date, duly executed by the Company and Bank of Americadate hereof; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;Agreement; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease state of organization or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;formation. (ive) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to Receipt by the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (v) a favorable opinion of local counsel to the Loan Parties in Florida, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agent; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company Borrower certifying that (Ai) that the conditions condition specified in Section 7(a3(c) and (d) have has been satisfied, (ii) the representations and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in warranties of the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of Borrower and each other Loan Party certifying that each Loan Party is Solvent, after giving effect to this contained in Article VI of the Credit Agreement and the or any other Loan Documents Document, are true and the Indebtedness pursuant hereto correct in all material respects on and thereto; (ix) to the extent not otherwise delivered prior to as of the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) except to the extent not otherwise delivered prior that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iii) no Default exists, or would result from the date hereof, duly executed consents transactions contemplated by this Agreement and waivers required pursuant to any Franchise Agreement or Framework Agreement;(iv) the Borrower and its Subsidiaries are Solvent on a consolidated basis. (xif) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested Receipt by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or and the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made at least ten (10) days prior to the date hereof, the Company shall have provided to such Lender, all fees due and such Lender shall be reasonably satisfied with, the documentation and other information so requested payable in connection with applicable “know your customer” and anti-money-laundering rules and regulationsthis Agreement, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (c) All fees and expenses payable to the Administrative Agent, the Arranger and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses). (d) The Floorplan Facility shall have been amended substantially simultaneously with the consummation of this Agreement.

Effectiveness; Conditions Precedent. This Agreement and the amendments to the Credit Agreement herein provided shall become effective as of the Effective Date at the time when each of the following conditions has been satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) the Administrative Agent shall have received (A) counterparts of this Agreement, duly executed by the Companyeach Borrower, Bank of America, as Administrative Agent, L/C Issuer and New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and Revolving Administrative Agent, each other L/C Issuer, each Guarantor Loan Party and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Revolving Administrative Agent (including in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Revolving Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Effective Date, duly executed by the Company and Bank of America; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (v) a favorable opinion of local counsel to the Loan Parties in Florida, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agent; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 7(a5(a) and (d) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Revolving Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent and the Revolving Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent and the Revolving Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Revolving Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Revolving Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xviixvi) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xviiixvii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xixxviii) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xxxix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the New Vehicle Swing Line Lender, the L/C Issuers Used Vehicle Swing Line Lender or the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made at least ten (10) days prior to the date hereof, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (c) All fees and expenses payable to the Administrative Agent, the Arranger and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses). (d) The Floorplan Revolving Credit Facility shall have been amended substantially simultaneously with the consummation of this Agreement.

Effectiveness; Conditions Precedent. This Agreement and the amendments to the Credit Agreement herein provided shall become be effective as when all of the Effective Date at the time when each of the following conditions has set forth in this Section 3 shall have been satisfied: (a) The receipt by the Administrative Agent’s receipt Agent of the following, each copies of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly this Agreement duly executed by a Responsible Officer the Borrower, the Guarantors and the Required Lenders; (b) receipt by the Administrative Agent of favorable opinions of legal counsel to the signing Loan PartyParties, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory addressed to the Administrative Agent and each of the Lenders: (i) the Administrative Agent shall have received (A) counterparts of this Agreement, duly executed by the Company, Bank of America, as Administrative Agent, L/C Issuer and Swing Line Lender, each other L/C Issuer, each Guarantor and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Companydate hereof, certain Subsidiaries of the Companyand in form, Bank of America, as Administrative Agent content and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior scope reasonably satisfactory to the Effective Date, duly executed by the Company and Bank of AmericaAdministrative Agent; (iic) receipt by the Administrative Agent of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;Agreement; and (iiiii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease state of organization or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (iv) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (v) a favorable opinion of local counsel to the Loan Parties in Florida, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agent; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 7(a) and (d) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested receipt by the Administrative Agent, evidence for the account of each Lender executing this Agreement, a fee in an amount equal to 0.50% of such Lender's Revolving Commitment (assuming for purposes of calculating such fees that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf Revolving Commitments of the Secured Parties) as an additional insured and loss payee, as Lenders have been reduced on a pro rata basis based on the case may be, on all such insurance policies maintained with respect to properties scheduled reduction of the Company or any Loan Party constituting part of the Collateral;Aggregate Revolving Commitments to $40,000,000 on January 16, 2014); and (xiie) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested receipt by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xx) such all other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or the Lenders reasonably may requireagreed fees. (b) Upon the reasonable request of any Lender made at least ten (10) days prior to the date hereof, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (c) All fees and expenses payable to the Administrative Agent, the Arranger and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses). (d) The Floorplan Facility shall have been amended substantially simultaneously with the consummation of this Agreement.

Effectiveness; Conditions Precedent. This Agreement and the amendments to the Credit Agreement herein provided Amendment shall become effective as of the Effective Date at the time when each upon satisfaction or waiver of the following conditions has been satisfied:(such date, the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, facsimiles or telecopies electronic (pdf.) transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer (or as expressly provided herein, a duly authorized officer) of the signing applicable Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent Agent, its legal counsel and each of the LendersLenders party hereto: (i) the Administrative Agent shall have received executed counterparts of this Amendment signed on behalf of (A) counterparts of this Agreement, duly executed by the Company, Bank of America, as Administrative Agent, L/C Issuer and Swing Line Lender, each other L/C Issuer, each Guarantor and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto each other Loan Party and (C) counterparts the Lenders party hereto consisting of a letter agreement dated on or prior to the Effective Date, duly executed by the Company and Bank of AmericaRequired Lenders; (ii) executed counterparts of the Guaranty; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers and other duly authorized officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer and each other duly authorized officer thereof authorized to act as a Responsible Officer or other duly authorized officer in connection with this Agreement Amendment and the other Loan Documents to which such Loan Party is a partyDocuments; (iiiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing in its jurisdiction of organization, including certified copies of each Loan Party’s Organization Documents, and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease or operation certificates of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectgood standing; (ivv) a favorable opinion of Xxxxxx Xxx Xxxxxxxx & Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (v) a favorable opinion of local counsel to the Loan Parties in Florida, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agent; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of this Amendment and the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed the Security Agreement and the Pledge Agreement, each duly executed by a Responsible Officer of the Company certifying each Loan Party, together with: (A) that certificates and instruments representing the conditions specified collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in Section 7(a) and (d) have been satisfied, and blank; (B) proper UCC financing statements in form appropriate for filing under the UCC of all jurisdictions that there the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement and the Pledge Agreement, covering the collateral described therein; (C) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted under the Credit Agreement); (D) any Notice of Grant of Security Interest in Patents, Trademarks or Copyrights required by the Security Agreement; and (F) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been no event or circumstance since December 31taken (including, 2019 that has had or could be reasonably expected to havebut not limited to, either individually or in the aggregate, a Material Adverse Effectreceipt of duly executed payoff letters and UCC-3 termination statements); (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf counterparts of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted SubsidiariesSide Letter; and (xxix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Upon the reasonable request of any Lender made at least ten (10i) days prior to the date hereof, the The Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five paid any fees (5) Business Days prior including fees to the Lenders) required to be paid on date hereof pursuant to that certain Engagement Letter dated as of April 24, 2020 by and among the Company and BofA Securities, Inc.; and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (c) All all other fees and expenses payable to the Administrative Agent, the Arranger and the Lenders Agent (including the fees and expenses of counsel to the Administrative Agent) Agent to the extent invoiced on or due and payable under Section 11.04 of the Credit Agreement) estimated to date and for which invoices have been presented at least two (2) Business Days prior to the date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)). (d) The Floorplan Facility shall have been amended substantially simultaneously with the consummation of this Agreement.

Effectiveness; Conditions Precedent. This Agreement and the amendments to the Credit Agreement herein provided The effectiveness of this Amendment shall become effective be as of the Effective Date at the time when date hereof upon each of the following conditions has precedent having been satisfied:satisfied or waived (the “Amendment No. 2 Effective Date”): (a) The Administrative Agent’s receipt Agent shall have received each of the followingfollowing documents or instruments, each of which shall be originals originals, or telecopies or other electronically transmitted copies as agreed to by the Administrative Agent (in each case, followed promptly by originals) unless otherwise specifiedoriginals if requested by the Administrative Agent), each properly executed by a Responsible Officer of the signing Loan Party, each dated the Amendment No. 2 Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment No. 2 Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the undersigned Lenders: (i) the Administrative Agent shall have received (A) original counterparts of this AgreementAmendment, duly executed by the CompanyBorrower, Bank of Americathe Guarantors, as Administrative Agent, L/C Issuer and Swing Line Lender, each other L/C Issuer, each Guarantor and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Effective Date, duly executed by the Company and Bank of America;Lenders; ​ (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and evidencing the other Loan Documents to which such approval by each Loan Party is a partyof the amendments contained herein; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, and in good standing and qualified to engage in business in certification that the respective jurisdictions, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except Organizational Documents previously delivered to the extent that failure Administrative Agent with respect to do so could not reasonably be expected to have a Material Adverse Effecteach Loan Party in connection with the closing of the Credit Agreement remain in full force and effect; (iv) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (v) a favorable opinion of local counsel to the Loan Parties in Florida, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agent; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consentsthe Borrower certifying that attached thereto is a true, licenses correct, complete and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party fully-executed copy of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer DI Merger Agreement as of the Company certifying (A) that the conditions specified in Section 7(a) and (d) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement;; and (xv) favorable opinions of counsel to the extent not otherwise delivered prior Borrower, addressed to the Administrative Agent and Lenders party to the Credit Agreement as of the date hereofhereof as to the due authorization, duly executed consents execution and waivers required pursuant to any Franchise delivery of this Amendment, the enforceability against the Borrower of the Credit Agreement or Framework Agreement;as amended hereby and such other matters as the Administrative Agent may reasonably request. (xib) to the extent requested Unless waived by the Administrative Agent, evidence that (i) the payment of all insurance fees (including fees to the Lenders) required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (paid on behalf of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made at least ten (10) days prior to the date hereof, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof pursuant to that certain Commitment Letter dated as of September 8, 2021 by and among the Borrower, Bank of America, BAS, JPMorgan Chase Bank, N.A., PNC Bank, National Association and PNC Capital Markets LLC; and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (c) All all other fees and expenses payable to the Administrative Agent, the Arranger and the Lenders Agent (including the fees and expenses of counsel to the Administrative Agent) Agent to the extent due and payable under Section 11.04 of the Credit Agreement) estimated to date and invoiced on or at least two (2) Business Days prior to the date hereof Amendment No. 2 Effective Date shall have been or (concurrently herewith) will be, paid in full (without prejudice to final settling of accounts for such fees and expenses)full. (d) The Floorplan Facility shall have been amended substantially simultaneously with the consummation of this Agreement.

Effectiveness; Conditions Precedent. This Agreement and the amendments to the Credit Agreement herein provided Amendment shall become effective as of the Effective Date at the time when each upon satisfaction or waiver of the following conditions has been satisfied:(such date, the “Amendment No. 2 Effective Date”): (a) The the Administrative Agent’s receipt of the following, each of which shall be originals originals, facsimiles or telecopies electronic (pdf.) transmissions (to be followed promptly when reasonably practical by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing applicable Loan Party, each dated the Amendment No. 2 Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment No. 2 Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) the Administrative Agent shall have received executed counterparts of this Amendment signed on behalf of (A) counterparts of this Agreement, duly executed by the Company, Bank of America, as Administrative Agent, L/C Issuer and Swing Line Lender, each other L/C Issuer, each Guarantor and each LenderBorrower, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto each other Loan Party and (C) counterparts of a letter agreement dated on or prior to the Effective Date, duly executed by the Company and Bank of AmericaLenders constituting Required Lenders; (ii) executed counterparts of the Guaranty; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents to which such Loan Party is a partyDocuments; (iiiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing in its jurisdiction of organization, including certified copies of each Loan Party’s Organization Documents, and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease or operation certificates of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agentgood standing; (v) a favorable opinion of local Weil, Gotshal & Xxxxxx LLP, counsel to the Loan Parties in Florida, Texas, California, AlabamaParties, and TennesseeFaegre, Drinker, Xxxxxx & Xxxxx LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative AgentLender; (vi) a certificate executed counterparts of a Responsible Officer of each Loan Party either the Security Agreement and the Pledge Agreement, together with: (A) attaching copies proper UCC financing statements in form appropriate for filing under the UCC of all consents, licenses and approvals required jurisdictions that the Administrative Agent may deem necessary or desirable in connection with order to perfect the execution, delivery and performance by such Loan Party Liens created under the Security Agreement and the validity against such Loan Party of Pledge Agreement, covering the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or Collateral described therein; and (B) stating that no such consentsany Notice of Grant of Security Interest in Patents, licenses Trademarks or approvals are so required;Copyrights required by the Security Agreement; and (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 7(a) and (d) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information Perfection Certificate in form and substance reasonably satisfactory to the Administrative Agent (or such other form as required executed by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”);Parties. (xiiib) the Loan Parties The Administrative Agent shall have delivered received evidence reasonably satisfactory to it that the Borrower has, and has caused its Subsidiaries to move their respective Cash and Cash Equivalents to one or more accounts maintained with the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30or, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results except with respect to the Loan Parties showing only Liens acceptable deposit accounts with aggregate balances not in excess of $5,000,000 for all such accounts, subject to the Administrative Agent (or pursuant to which arrangements account control agreement in form and substance reasonably satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after in accordance with the Effective Date); (xviiirequirements of Section 6.13(b)(i) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or the Lenders reasonably may requireCredit Agreement. (bi) Upon the reasonable request of The Borrower shall have paid any Lender made at least ten fees (10) days prior including fees to the date hereof, the Company shall have provided Lenders) required to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the paid on date hereof pursuant to that certain Engagement Letter dated as of May 8, 2020 by and among the Borrower and Bank of America, N.A.; and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (c) All all other fees and expenses payable to the Administrative Agent, the Arranger and the Lenders Agent (including the fees and expenses of counsel to the Administrative Agent) Agent to the extent invoiced on or due and payable under Section 10.04 of the Credit Agreement) estimated to date and for which invoices have been presented prior to the date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses). (d) The Floorplan Facility ). Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have been amended substantially simultaneously with received notice from such Lender prior to the consummation of this Agreementproposed Amendment No. 2 Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. This Agreement The effectiveness of this Amendment and the amendments to the Existing Credit Agreement herein provided shall become effective as of are subject to the Effective Date at the time when each satisfaction of the following conditions has been satisfiedprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) the Administrative Agent shall have received (A) each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: i. counterparts of this AgreementAmendment, duly executed by each Borrower, each Subsidiary Guarantor, the Company, Bank of America, as Administrative Agent, L/C Issuer and Swing Line Lendereach Lender under the Existing Credit Agreement that will continue as a Lender under the Credit Agreement after giving effect to this Amendment, each other L/C Issuer, each Guarantor and each Joining Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Effective Date, duly executed by the Company and Bank of America; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (v) a favorable opinion of local counsel to the Loan Parties in Florida, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agent; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) . a certificate signed by a Responsible Officer of the Company dated the Amendment Effective Date and certifying (A) that the conditions specified in Section 7(aSections 4.02(a) and (db) of the Credit Agreement have been satisfied, satisfied and (B) that there has been no event or circumstance since December 3130, 2019 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) ; iii. a certificate signed by a Responsible Officer of the Company dated the Amendment Effective Date and certifying that (i) clause (a) of the “Loan Party Threshold” definition (as set forth in the Existing Credit Agreement) is met and (ii) the Opinion Loan Party Threshold is met, together with a calculation as of the Amendment Effective Date as to such Thresholds and the satisfaction thereof in form and detail satisfactory to the Administrative Agent; iv. a certificate of a Responsible Officer of each Loan Party dated the Amendment Effective Date and (x) attaching true and correct copies of resolutions or other action of the governing body of each Loan Party approving the Credit Agreement, after giving effect to the Increase, (y) certifying as to title, identity and specimen signature of each officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the status other Loan Documents to which such Loan Party is a party, and (z) either confirming that there have been no changes to the Organization Documents of each Loan Party since the Unrestricted SubsidiariesClosing Date or attaching a true and correct copy of any amended, restated or otherwise modified Organization Document of any applicable Loan Party, as the case may be; and (xxb) such other assurancesan upfront fee shall have been received for the account of each Lender, certificatesincluding any Joining Lender, documentsparty hereto, consents or opinions as paid to the Administrative Agent, Agent for the Swing Line Lender, the L/C Issuers or the Lenders reasonably may require. (b) Upon the reasonable request account of any Lender made at least ten (10) days prior to the date hereof, the Company shall have provided to such Lender, in accordance with that certain Amendment Engagement Letter dated as of January 22, 2018 (the “Engagement Letter”) among Bank of America, Xxxxxxx Xxxxx, Pierce, Fenner, & Xxxxx Incorporated and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; andCompany; (c) All all other fees and expenses payable to the Administrative Agent (unless waived by the Administrative Agent), the Arranger and the Lenders (including all fees owing pursuant to the Engagement Letter and the reasonable fees and expenses of counsel to the Administrative Agent) Agent to the extent invoiced on or prior to the date hereof hereof) shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).; and (d) The Floorplan Facility shall have been amended substantially simultaneously receipt of the items required by Section 6.12(a) of the Credit Agreement with respect to the consummation of this AgreementJoining Subsidiary Guarantor.

Effectiveness; Conditions Precedent. This Agreement and the amendments to the Credit Agreement herein provided shall become be effective as of the Effective Date at the time when each upon satisfaction of the following conditions has been satisfiedprecedent: (a) The receipt by the Administrative Agent’s receipt Agent of the following, each copies of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly this Agreement duly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Effective Date Guarantors, the New Lenders and the Lenders (or, in the case of certificates any Lender that will not have any Commitments or outstanding Loans after giving effect to this Agreement, an exiting lender consent substantially in the form of governmental officialsAnnex A attached hereto); (b) receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, a recent date before addressed to the Administrative Agent and each Lender, dated as of the Third Amendment Effective Date) , and each in form and substance satisfactory to the Administrative Agent; (c) receipt by the Administrative Agent and each of the Lenders: following, in form and substance satisfactory to the Administrative Agent: (i) copies of the Administrative Agent shall have received (A) counterparts Organization Documents of this Agreement, duly executed each Loan Party certified to be true and complete as of a recent date by the Companyappropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, Bank where applicable, and certified by a secretary or assistant secretary of America, as Administrative Agent, L/C Issuer such Loan Party to be true and Swing Line Lender, each other L/C Issuer, each Guarantor and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated correct as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Third Amendment Effective Date, duly executed by the Company and Bank of America; ; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Agreement; and the other Loan Documents to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease state of organization or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectformation; (ivd) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to receipt by the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (v) a favorable opinion of local counsel to the Loan Parties in Florida, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agent; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company Borrower certifying (A) that the conditions specified in Section 7(a) and (d) 8 have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xxe) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made at least ten (10) days prior to the date hereof, the Company Borrower shall have provided paid all fees required to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (c) All fees and expenses payable paid to the Administrative Agent, the Arranger Lead Arrangers and the Lenders (including on the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the date hereof shall have been paid Third Amendment Effective Date in full (without prejudice to final settling of accounts for such fees and expenses). (d) The Floorplan Facility shall have been amended substantially simultaneously connection with the consummation closing of this Agreement.

Effectiveness; Conditions Precedent. This Agreement and Amendment shall be effective on the amendments to date on which all the Credit Agreement herein provided shall become effective as of conditions set forth in this Section 4 have been satisfied (such date, the “Second Amendment Effective Date at the time when each of the following conditions has been satisfied:Date”): (a) The receipt by the Administrative Agent’s receipt Agent of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to each of the Administrative Agent: (i) executed counterparts of this Amendment, each executed by each Loan Party and each Lender; (ii) favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders: (i) the Administrative Agent shall have received (A) counterparts of this Agreement, duly executed by the Company, Bank of America, as Administrative Agent, L/C Issuer and Swing Line Lender, each other L/C Issuer, each Guarantor and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Second Amendment Effective Date, duly executed by the Company and Bank of America; (iiiii) (A) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Second Amendment Effective Date; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents to which such Loan Party is a party; ; and (iiiC) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease state of organization or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;formation; and (iv) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (v) a favorable opinion of local counsel to the Loan Parties in Florida, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agent; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed an updated Borrowing Base Certificate duly executed by a Responsible Officer of the Company certifying (A) that Borrower, which shall be calculated as of the conditions specified in Section 7(a) and (d) have been satisfied, and (B) that there most recently ended fiscal quarter for which a Borrowing Base Certificate has been no event or circumstance since December 31, 2019 that has had or could delivered pursuant to Section 6.02(a) of the Credit Agreement and shall be reasonably expected to have, either individually or in the aggregate, calculated on a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after pro forma basis giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf release of the Secured Parties) as an additional insured mortgages and loss payee, as the case may be, on all such insurance policies maintained with respect to properties deeds of the Company or any Loan Party constituting part of the Collateraltrust contemplated hereby; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made Administrative Agent and the Lenders shall have received (i) at least ten (10) days five Business Days prior to the date hereofSecond Amendment Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the all documentation and other information so requested in connection with that is required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof Act and (ii) at least ten (10) days five Business Days prior to the date hereofSecond Amendment Effective Date, any Loan Party that if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requestsRegulation, a Beneficial Ownership Certification in relation to such Loan Partythe Borrower; (c) the Administrative Agent and the Lenders shall have received all accrued fees and expenses required to be paid on the Second Amendment Effective Date; and (cd) All fees the Borrower shall have paid all fees, charges and expenses payable disbursements of counsel to the Administrative Agent, the Arranger and the Lenders Agent (including the fees and expenses of directly to such counsel to if requested by the Administrative Agent) to the extent invoiced on or prior to or on the date hereof Second Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall have been paid in full constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (without prejudice to provided that such estimate shall not thereafter preclude a final settling of accounts for such fees between the Borrower and expensesthe Administrative Agent). (d) The Floorplan Facility shall have been amended substantially simultaneously with the consummation of this Agreement.

Effectiveness; Conditions Precedent. This Agreement The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided shall become effective as of are subject to the Effective Date at the time when each satisfaction of the following conditions has been satisfiedprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (Ai) counterparts of this AgreementAmendment, duly executed by each Borrower, each Guarantor, the Company, Bank of America, as Administrative Agent, L/C Issuer and Swing Line Lenderthe Required Lenders (as constituted prior to giving effect to this Amendment), each other L/C IssuerTerm Loan Lender (as defined prior to giving effect to this Amendment), each Guarantor and each Joining Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Effective Date, duly executed by the Company and Bank of America; (ii) a Term Loan Note executed by WFS Singapore in favor of each Singapore Term Loan Lender that has requested a Term Loan Note at least two Business Days prior to the Second Amendment Effective Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion opinions of Xxxxxx Xxx Xxxxxxxxxx and Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (v) a favorable opinion of local special New York counsel to the Loan Parties in Floridaand Xxxxxxx & Low, Texas, California, Alabama, and Tennessee, addressed Singapore counsel to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agent; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 7(a) and (d) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such SubsidiaryWFS Singapore, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) addressed to the extent not otherwise delivered prior to the date hereofLenders, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral matters as the Administrative Agent or the Singapore Agent may require;reasonably request; and (xviiv) UCC search results with respect to the Loan Parties showing only Liens acceptable to such other certificates, instruments and documents as the Administrative Agent shall reasonably request. (or pursuant to which arrangements satisfactory to b) the Administrative Agent shall have been made to remove any unacceptable Liens promptly after received from WFS by not later than 5:00 p.m., Eastern time on the Second Amendment Effective Date, in Dollars, $50,000,000 in immediately available funds (such amount, the “Singapore Prepayment”); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as and any break funding amounts due and owing with respect to the status of the Unrestricted Subsidiaries; and (xx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made at least ten (10) days prior to the date hereof, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartySingapore Prepayment; and (c) All unless waived by the Administrative Agent, all fees and expenses payable to the Administrative Agent, the Arranger Singapore Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) Agent to the extent invoiced on or prior to the date hereof hereof) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses). (d) The Floorplan Facility shall have been amended substantially simultaneously with the consummation of this Agreement.

Effectiveness; Conditions Precedent. This Agreement The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided shall become effective as of are subject to the Effective Date at the time when each satisfaction of the following conditions has been satisfiedprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (Ai) counterparts of this AgreementAmendment, duly executed by the CompanyBorrower, Bank of America, as the Administrative Agent, L/C Issuer and Swing Line Lenderthe Guarantor, each other L/C Issuer, each Guarantor of the Existing Lenders and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date Joining Lenders (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the which Existing Lenders and Floorplan Joining Lenders party thereto and (C) counterparts of a letter agreement dated are listed on or prior to the Effective Date, duly executed by the Company and Bank of AmericaSchedule 2.01 attached hereto); (ii) such certificates evidence of resolutions or other actionthe existence, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identitygood standing, authority and capacity of each Responsible Officer thereof authorized the Borrower to act execute, deliver and perform its obligations under the Credit Agreement as amended hereby, including, (x) a Responsible Officer true and complete copy of resolutions approving the amendments contemplated hereby, and (y) a certification that the certificate of incorporation and by-laws of the Borrower have not been amended or otherwise modified since the effective date of the Credit Agreement or, in connection with this Agreement the alternative, attaching true and the other Loan Documents to which such Loan Party is a party;complete copies of all amendments and modifications thereto; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (v) a favorable opinion of local counsel to the Loan Parties in Florida, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agent; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 7(a) and (d) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xx) such other assurances, certificates, documents, consents or opinions instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Swing Line Lender, the L/C Issuers Issuer or the Lenders any Lender shall reasonably may require.request; (b) Upon the reasonable request Borrower shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of any Lender made at least ten (10) days prior to July 27, 2006, among the date hereofBorrower, the Company shall have provided to such Lender, Administrative Agent and such Lender shall be reasonably satisfied with, BAS (the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyAmendment Fee Letter”); and (c) All unless waived by the Administrative Agent, all fees and expenses payable to the Administrative Agent, the Arranger Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) Agent to the extent invoiced on or prior to the date hereof hereof) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses). (d) The Floorplan Facility shall have been amended substantially simultaneously with the consummation of this Agreement.

Effectiveness; Conditions Precedent. This Agreement and the amendments to the Credit Agreement herein provided Amendment shall become be effective as of the Effective Date at the time date hereof when each all of the following conditions has set forth in this Section 2 shall have been satisfied:satisfied in form and substance satisfactory to the Administrative Agent. (a) The Receipt by the Administrative Agent’s receipt Agent of copies of this Amendment duly executed by the Borrower, the Guarantors, the Required Lenders and the Term Loan Lenders. (b) Receipt by the Administrative Agent of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the date hereof, or a certification from a Responsible Officer of each Loan Party that there have been no changes to the Organization Documents of such Loan Party since they were delivered to the Administrative Agent shall have received (A) counterparts of this Agreement, duly executed by the Company, Bank of America, as Administrative Agent, L/C Issuer and Swing Line Lender, each other L/C Issuer, each Guarantor and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Effective Closing Date, duly executed by the Company and Bank of America; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents to which such Loan Party is a party;; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease state of organization or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;formation. (ivc) a Receipt by the Administrative Agent of favorable opinion opinions of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, legal counsel to the Loan Parties, addressed to the Administrative Agent Agent, dated as of the hereof, and each Lender, in form and substance satisfactory to the Administrative Agent;. (vd) To the extent requested by any Xxxx Xxxxxx, receipt by such Xxxx Xxxxxx of a favorable opinion Term Loan Note, duly executed by the Borrower. (e) Receipt by the Administrative Agent of local a Pro Forma Compliance Certificate demonstrating that, upon giving effect to this Amendment and the Term Loan on a Pro Forma Basis, the Loan Parties are in compliance with the financial covenants set forth in Section 8.11 of the Credit Agreement as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) and (b) of the Credit Agreement. (f) The Administrative Agent, the Lenders and the Lead Arranger shall have received all reasonable and documented fees and expenses (including the legal fees and expenses of Xxxxx & Xxx Xxxxx XXXX, as counsel to the Loan Parties in Florida, Texas, California, Alabama, Administrative Agent) owing pursuant to this Amendment and Tennessee, addressed the Credit Agreement. (g) The Borrower shall have provided to the Administrative Agent and each Lender in form the Lenders the documentation and substance satisfactory to the Administrative Agent; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 7(a) and (d) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or and the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made at least ten (10) days prior to the date hereof, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with as required by United States regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, including without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof Act and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (c) All fees and expenses payable to the Administrative Agent, the Arranger and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)Regulation. (d) The Floorplan Facility shall have been amended substantially simultaneously with the consummation of this Agreement.

Effectiveness; Conditions Precedent. This Agreement The effectiveness of this Amendment and the related amendments to the Credit Agreement herein provided shall become effective as of are each subject to the Effective Date at the time when each satisfaction of the following conditions has been satisfied:precedent (the date of such satisfaction, the “Amendment No. 13 Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) the Administrative Agent shall have received (A) counterparts of this Agreement, duly executed by the Company, Bank of America, as Administrative Agent, L/C Issuer and Swing Line Lender, each other L/C Issuer, each Guarantor and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Effective Date, duly executed by the Company and Bank of America; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lenderreceived, in form and substance satisfactory reasonably acceptable to the Administrative Agent; (v) a favorable opinion , counterparts of local counsel to the Loan Parties in Floridathis Amendment, Texasduly executed by each Credit Party, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative AgentLenders; (vib) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents representations and warranties set forth in Section 4 above is true and correct in all material respects (or, with respect to which it is any such representation or warranty modified by a partymateriality or Material Adverse Effect standard, and in all respects (taking into account such consents, licenses and approvals shall be in full force and effect, materiality or (B) stating that no such consents, licenses or approvals are so requiredMaterial Adverse Effect standard)); (viic) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 7(a) and (d) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, immediately after giving effect to this Agreement Amendment, as of the Amendment No. 13 Effective Date, no Default or Event of Default shall have occurred and the other Loan Documents and the Indebtedness pursuant hereto and theretobe continuing; (ixd) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that on behalf of each Lender, shall have received a fee equal to 0.50% of the aggregate principal amount of the outstanding Term Loans and the Revolving Commitments (whether or not utilized) of all insurance required Lenders (calculated immediately after giving effect to the prepayment of Revolving Loans described in clause (f) below), such fee to be maintained pursuant to for the Loan Documents has been obtained ratable account of, and is in effect, including endorsements naming paid by the Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss payeeratably to, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateraleach Lender; (xiie) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made confirmation that all other fees payable by any Credit Party under this Amendment, under the Credit Agreement and under any engagement, commitment or fee letter with respect to remove this Amendment, and all reasonable and documented out-of-pocket fees and expenses required to be paid by any unacceptable Liens promptly after Credit Party on or before the Amendment No. 13 Effective Date); (xviii) such duly executed Landlord Waivers for locations Date in accordance with and subject to the limitations in Section 11.2 of the Loan Parties not already in effectCredit Agreement, as may be requested by have been paid, including the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer reasonable and documented out-of-pocket fees and expenses of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xx) such other assurances, certificates, documents, consents or opinions as counsel for the Administrative Agent, the Swing Line Lenderin each case, the L/C Issuers or the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made at least ten (10) days prior to the date hereof, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days extent invoiced prior to the date hereof and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (c) All fees and expenses payable to the Administrative Agent, the Arranger and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).; (df) The Floorplan Facility the Borrower shall have been amended made, or substantially simultaneously concurrently with the consummation Amendment No. 13 Effective Date shall make, a voluntary prepayment of Revolving Loans and a corresponding reduction of Revolving Commitments, in an aggregate principal amount of not less than $5,000,000, which prepayment shall be applied ratably to the outstanding Revolving Loans of the Lenders and not result in a reduction of any repayment installments of the Term Loan A due under the Credit Agreement; (g) the Borrower shall have paid all accrued and unpaid interest under the Existing Credit Agreement on or prior to the Amendment No. 13 Effective Date; (h) the Administrative Agent shall have received from the Borrower a forecast of consolidated cash flows of the Credit Parties for the 13-week period following the Amendment No. 13 Effective Date in a form reasonably acceptable to the Administrative Agent; (i) the Administrative Agent shall have received from the Credit Parties an updated listing of all deposit accounts and securities accounts of the Credit Parties, including the institution at which each such account is maintained and whether such account constitutes a Material Account as of the Amendment No. 13 Effective Date; (j) the Administrative Agent shall have received from the Borrower, in form and substance reasonably acceptable to the Administrative Agent, all documentation required by the Administrative Agent to increase the pledge of Equity Interests of each First Tier Foreign Subsidiary from 65% to 100%, with such pledge delivered under New York law and the laws of the jurisdiction of formation of such First Tier Foreign Subsidiary; and (k) the Credit Parties shall have provided to the Administrative Agent certificates of each Credit Party executed by an Authorized Officer of such Credit Party including incumbency information and attaching resolutions of the board of directors or similar governing body of such Credit Party approving and authorizing this Agreement. Notwithstanding anything to the contrary herein or in the Existing Credit Agreement, any prior notice required pursuant to Section 2.11(a) of the Existing Credit Agreement with respect to the prepayment described in clause (f) above is hereby waived.

Effectiveness; Conditions Precedent. This Agreement and the amendments to the Credit Agreement herein provided The effectiveness of this Amendment shall become effective be as of the Effective Date at the time when date hereof upon each of the following conditions has precedent having been satisfied:satisfied or waived (the “Amendment No. 4 Effective Date”): (a) The Administrative Agent’s receipt Agent shall have received each of the followingfollowing documents or instruments, each of which shall be originals originals, or telecopies or other electronically transmitted copies as agreed to by the Administrative Agent (in each case, followed promptly by originals) unless otherwise specifiedoriginals if requested by the Administrative Agent), each properly executed by a Responsible Officer of the signing Loan Party, each dated the Amendment No. 4 Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment No. 4 Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the undersigned Lenders: (i) the Administrative Agent shall have received (A) i. original counterparts of this AgreementAmendment, duly executed by the CompanyBorrower, Bank of Americathe Guarantors, as the Administrative Agent, L/C Issuer the Existing Lenders constituting the Required Lenders under the Existing Credit Agreement and Swing Line Lender, each other L/C Issuer, each Guarantor and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Effective Date, duly executed by the Company and Bank of Americaall New Lenders; (ii) . such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and evidencing the other Loan Documents to which such approval by each Loan Party is a partyof the amendments contained herein; (iii) . such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, and in good standing and qualified to engage in business in certification that the respective jurisdictions, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed Organizational Documents previously delivered to the Administrative Agent with respect to each Loan Party in connection with the closing of the Existing Credit Agreement or any amendments thereto remain in full force and each Lendereffect (or, if modified since the date such Organizational Documents were previously delivered, attaching of a copy of such modification thereto); iv. a certificate of the chief financial officer, treasurer or similar financial officer of the Borrower in substantially the same form as the certificate delivered on the Closing Date certifying that the Borrower and substance satisfactory the Borrower and its Subsidiaries, taken as a whole, will be solvent after giving Pro Forma Effect to the Administrative AgentProject Aegis Acquisition and the incurrence of indebtedness related thereto; (v) a favorable opinion of local counsel to the Loan Parties in Florida, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agent; (vi) v. a certificate of a Responsible Officer of each Loan Party either the Borrower certifying that attached thereto is a true, correct, complete and fully-executed copy of the Equity Purchase Agreement and Agreement and Plan of Merger (A) attaching copies of including all consents, licenses exhibits thereto and approvals required all schedules delivered in connection with therewith), providing for the executionacquisition, delivery and performance directly or indirectly, by such Loan Party and the validity against such Loan Party Borrower of 100% of the Loan Documents to equity of the Target, which it is a party, and such consents, licenses and approvals agreement shall be in full force form and effect, or (B) stating that no such consents, licenses or approvals are so required;substance reasonably satisfactory to the Administrative Agent; ​ (viia) a certificate signed by a Responsible Officer the audited financial statements of each of the Company certifying Borrower and its Subsidiaries as of December 31, 2022 and the Target and its Subsidiaries as of December 31, 2022, (Ab) that all interim financial statements of each of the conditions specified in Section 7(aBorrower and its Subsidiaries and the Target and its Subsidiaries from and the after the most recent fiscal year end through the most recent quarter for which financial statements are available, (c) pro forma consolidated financial statements as to the Borrower and its Subsidiaries giving effect to all elements of the Project Aegis Acquisition and the funding of the Term Facility Two Commitments, and (d) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail forecasts prepared by management of the Company or such SubsidiaryBorrower of balance sheets, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding income statements and cash flow statements on an annual basis during the results term of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminationsTerm Facility Two; xxx. xx least three (xv3) to the extent not otherwise delivered Business Days prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Amendment No. 4 Effective Date); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made at least ten (10) days prior to the date hereof, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the all documentation and other information so requested in connection with required by regulatory authorities about the Borrower, under applicable “know your customer” and anti-money-money laundering rules and regulations, including, including without limitation, limitation the PATRIOT ActAct and the Beneficial Ownership Regulation, in each case that has been requested by any Lender at least five (5ten(10) Business Days prior days in advance of the Amendment No. 4 Effective Date; and viii. favorable opinions of counsel to the Borrower, addressed to the Administrative Agent and Lenders party to the Credit Agreement as of the date hereof as to the due authorization, execution and delivery of this Amendment, the enforceability against the Borrower of the Credit Agreement as amended hereby and such other matters as the Administrative Agent may reasonably request. (b) The payment in full of (i) all fees required to be paid on the date hereof pursuant to that certain Fee Letter dated as of July 10, 2023 by and among the Borrower, Bank of America and BAS, including but not limited to the upfront fees payable to the Lenders providing the Term Facility Two Commitments; and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (c) All all other fees and expenses payable to the Administrative Agent, the Arranger and the Lenders Agent (including the fees and expenses of counsel to the Administrative Agent) Agent to the extent due and payable under Section 11.04 of the Credit Agreement) estimated to date and invoiced on or at least two (2) Business Days prior to the date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)Amendment No. 4 Effective Date. (d) The Floorplan Facility shall have been amended substantially simultaneously with the consummation of this Agreement.

Effectiveness; Conditions Precedent. This Agreement and the amendments The effectiveness of this Amendment is subject to the Credit Agreement herein provided shall become effective as of the Effective Date at the time when each satisfaction of the following conditions has been satisfiedprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Amendment No. 2 Effective Date (or, in the case of certificates of governmental officialsofficials or certain opinions of local counsel to Foreign Subsidiaries, a recent date before the Amendment No. 2 Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) the Administrative Agent shall have received (A) executed counterparts of this AgreementAmendment from each Borrower, duly executed by each Subsidiary Guarantor, each Lender, the CompanySwing Line Lender, Bank of America, as Administrative Agent, each L/C Issuer and Swing Line Lender, each other L/C Issuer, each Guarantor and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Effective Date, duly executed by the Company and Bank of AmericaAgent; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party[reserved]; (iii) such documents and certifications as Revolving Notes executed by the Administrative Agent may reasonably require to evidence that Borrowers in favor of each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have Lender requesting a Material Adverse EffectRevolving Note; (iv) a favorable opinion certificate of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel a Responsible Officer of each Loan Party certifying as to the incumbency and genuineness of the signature of each officer or other authorized signatory of such Loan PartiesParty executing this Amendment and the other Loan Documents and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Loan Party and all amendments thereto, (B) the bylaws or other governing document of such Loan Party as in effect on the Amendment No. 2 Effective Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Loan Party authorizing and approving the transactions contemplated under this Amendment and the other Loan Documents and the execution, delivery and performance of this Amendment and the other Loan Documents, and (D) certificates as of a recent date of the good standing (or its equivalent) of such Loan Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent) to the extent available from such jurisdiction, as applicable; (v) opinions of counsel and local counsel, as applicable, to the Company and each Designated Xxxxxxxx, addressed to the Administrative Agent and each Lender, as to the matters concerning the Company or such Designated Borrower, as applicable, and this Amendment and the other Loan Documents as the Administrative Agent may reasonably request and in form and substance satisfactory substance, including as to the Administrative Agent; (v) a favorable opinion of local counsel to the Loan Parties in Floridaexceptions and qualifications, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory reasonably acceptable to the Administrative Agent; (vi) [reserved]; (vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required from Governmental Authorities or other Persons in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of this Amendment and the other Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effecteffect and shall not be subject to any conditions that are not acceptable to the Lenders), or (B) stating that no such consents, licenses or approvals are so required; (viiviii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 7(aSections 4.02(a) and (db) of the Credit Agreement have been satisfied, satisfied and (B) that there has been no event or circumstance since December 3130, 2019 2022 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viiiix) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status satisfaction of the Unrestricted SubsidiariesLoan Party Threshold and the Opinion Loan Party Threshold, together with a calculation as of the Amendment No. 2 Effective Date as to such thresholds and the satisfaction thereof in form and detail satisfactory to the Administrative Agent; and (xxx) such other assurances, certificates, documents, consents or opinions documents and certificates as the Administrative Agent, the Swing Line Lender, the L/C Issuers Arranger or the Lenders may reasonably may require. (bi) Upon the reasonable request of any Lender made at least ten three (103) days prior to the date hereofAmendment No. 2 Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five two (52) Business Days days prior to the date hereof Amendment No. 2 Effective Date and (ii) at least ten two (102) days prior to the date hereofAmendment No. 2 Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and. (c) Any fees required to be paid on or before the Amendment No. 2 Effective Date shall have been paid. (d) All accrued and unpaid interest and fees under the Existing Credit Agreement shall have been paid, and expenses payable all principal, interest and other amounts owing to or accrued for the account of any Existing Lender that will not be a Lender under the Credit Agreement shall have been paid. (e) Unless waived by the Administrative Agent, the Arranger Company shall have paid all fees, charges and the Lenders (including the fees and expenses disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced on or prior to or on the date hereof Amendment No. 2 Effective Date, plus such additional amounts of such fees, charges and disbursements as shall have been paid in full constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (without prejudice to provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for such fees and expenses). (d) The Floorplan Facility purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have been amended substantially simultaneously with received notice from such Lender prior to the consummation of this Agreementproposed Amendment No. 2 Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. This Agreement and the amendments to the Credit Agreement herein provided shall become be effective as of the Effective Date at the time when each date first set forth above upon satisfaction of the following conditions has been satisfiedprecedent: (a) The Administrative Agent’s receipt Agent shall have received counterparts of this Agreement duly executed by the Borrower, the Guarantors and the Required Lenders. (b) The Administrative Agent shall have received the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) Copies of the Administrative Agent shall have received (A) counterparts articles or certificates of this Agreement, duly executed incorporation or other organization documents of each Credit Party certified to be true and complete as of a recent date by the Company, Bank appropriate Governmental Authority of America, as Administrative Agent, L/C Issuer the state or other jurisdiction of its incorporation or organization and Swing Line Lender, each other L/C Issuer, each Guarantor certified by a secretary or assistant secretary of such Credit Party to be true and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated correct as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Second Amendment Effective Date, duly executed by or, if applicable, a certificate of a secretary or assistant secretary of such Credit Party as of the Company and Bank Second Amendment Effective Date certifying that no changes have been made to the articles of America; (ii) such articles or certificates of resolutions incorporation or other action, incumbency certificates and/or other certificates organization documents of Responsible Officers of each Loan such Credit Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to since date on which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory were previously delivered to the Administrative Agent; (vii) A copy of the bylaws, operating agreement or partnership agreement of each Credit Party certified by a favorable opinion secretary or assistant secretary of local counsel such Credit Party to be true and correct as of the Second Amendment Effective Date, or, if applicable, a certificate of a secretary or assistant secretary of such Credit Party as of the Second Amendment Effective Date certifying that no changes have been made to the Loan Parties in Floridabylaws, Texas, California, Alabama, and Tennessee, addressed to the Administrative Agent and each Lender in form and substance satisfactory operating agreement or partnership agreement of such Credit Party since date on which such documents were previously delivered to the Administrative Agent; (viiii) a certificate Copies of a Responsible Officer resolutions of the Board of Directors or other governing body of each Loan Credit Party either (A) attaching copies approving and adopting this Agreement, the transactions contemplated herein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of all consents, licenses such Credit Party to be true and approvals required correct and in connection with the execution, delivery force and performance by such Loan Party and the validity against such Loan Party effect as of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so requiredSecond Amendment Effective Date; (viiiv) Copies of certificates of good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of incorporation; and (v) an incumbency certificate signed of each Credit Party certified by a Responsible Officer secretary or assistant secretary to be true and correct as of the Company certifying (A) that the conditions specified in Section 7(a) and (d) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;Second Amendment Effective Date. (viiic) The Administrative Agent shall have received a certificate signed by legal opinion in form and substance reasonably satisfactory to the chief executive officer, chief financial officer, treasurer or chief accounting officer Administrative Agent dated as of each Loan Party certifying that each Loan Party is Solvent, after giving effect the Second Amendment Effective Date from counsel to this Agreement the Credit Parties. (i) The Administrative Agent and the other Loan Documents and the Indebtedness pursuant hereto and thereto; Lenders shall have received, at least five (ix5) to the extent not otherwise delivered Business Days prior to the date hereofSecond Amendment Effective Date, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor all documentation and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent other information requested by the Administrative Agent, evidence that all insurance Agent or any Lender or required to be maintained pursuant to the Loan Documents has been obtained and is by regulatory authorities in effect, including endorsements naming order for the Administrative Agent (on behalf and the Lenders to comply with requirements of any Anti-Money Laundering Laws, including the Secured Parties) as an additional insured PATRIOT Act and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral;applicable “know your customer” rules and regulations. (xiiii) the Loan Parties The Borrower shall have delivered to the Administrative Agent an authorization Agent, and directly to share insurance information any Lender requesting the same, a Beneficial Ownership Certification in form and substance satisfactory relation to the Administrative Agent it (or a certification that such other form as required by each of the Loan Party’s insurance companies (Borrower qualifies for an express exclusion from the “Authorization to Share Insurance Information”); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties legal entity customer” definition under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective DateBeneficial Ownership Regulations); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made at least ten (10) days prior to the date hereof, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (c) All fees and expenses payable to the Administrative Agent, the Arranger and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)Second Amendment Effective Date. (d) The Floorplan Facility shall have been amended substantially simultaneously with the consummation of this Agreement.

Effectiveness; Conditions Precedent. This Agreement The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided shall become effective as of are subject to the Effective Date at the time when each satisfaction of the following conditions has been satisfiedprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (Ai) counterparts of this AgreementAmendment, duly executed by each Borrower, each Guarantor, the Company, Bank of America, as Administrative Agent, L/C Issuer and Swing Line Lender, each other L/C Issuer, each Guarantor and each Lender, (B) counterparts of that certain Amendment No. 2 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) duly executed by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Administrative Agent (in the capacity of collateral agent for the Floorplan Secured Parties) and the Lenders and Floorplan Lenders party thereto and (C) counterparts of a letter agreement dated on or prior to the Effective Date, duly executed by the Company and Bank of America; (ii) a Term Loan Note executed by WFS in favor of each Lender requesting a Term Loan Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lenderlender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent;; and (v) a favorable opinion of local counsel to the Loan Parties in Floridasuch other certificates, Texas, California, Alabama, instruments and Tennessee, addressed to documents as the Administrative Agent and each Lender in form and substance satisfactory to the Administrative Agentshall reasonably request; (vib) the Borrowers shall have paid to each Lender under the Original Credit Agreement that approves this Amendment a certificate fee in an amount equal to 10.0 basis points payable on such Lender’s Commitment under the Original Credit Agreement (for the avoidance of a Responsible Officer of each Loan Party either (A) attaching copies of all consentsdoubt, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents prior to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 7(a) and (d) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Agreement Amendment and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (ix) to the extent not otherwise delivered prior to the date hereof, a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or distributor and (B) each executed Framework Agreement; (x) to the extent not otherwise delivered prior to the date hereof, duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement; (xi) to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf making of the Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xii) the Loan Parties shall have delivered to the Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”Term Loan); (xiii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiv) consolidating balance sheets for the Company and each Subsidiary as at the end of June 30, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xv) to the extent not otherwise delivered prior to the date hereof, (x) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged pursuant to the Loan Documents of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests; (xvi) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xvii) UCC search results with respect to the Loan Parties showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xviii) such duly executed Landlord Waivers for locations of the Loan Parties not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xix) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; and (xx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Swing Line Lender, the L/C Issuers or the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made at least ten (10) days prior to the date hereof, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (c) All unless waived by the Administrative Agent, all fees and expenses payable to the Administrative Agent, the Arranger Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) Agent to the extent invoiced on or prior to the date hereof hereof) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses). (d) The Floorplan Facility shall have been amended substantially simultaneously with the consummation of this Agreement.