Common use of Waiver; Amendments Clause in Contracts

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Lenders. No provision of Section 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of the any Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders having an aggregate Pro Rata Share Applicable Percentage of not less than the aggregate Pro Rata Share Applicable Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required LendersLenders and, in the case of an amendment or other modification, Borrower and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) increase extend the Revolving Commitment Amount scheduled maturity date or the Acquisition Commitment Amount, (ii) payment date of any principal of any Loan or extend the date for payment of any principal interest (other than waivers of default interest), fees or interest prepayment premiums on the Loans or any fees Loan payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon (other than the waiver of default interest or the application thereof) or any fees payable hereunder, or (iviii) release the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(bany Guarantor from its obligations under the applicable Guaranty (other than with respect to a Guarantor which ceases to be required to provide a Guaranty as a result of a transaction permitted hereunder) or (xiy) all or substantially all of the Collateral, without, in the case of each of clauses (i) through (iii) above, the consent of each Lender affected thereby. No amendment, modification, waiver or consent shall (a) amend this Section 14.1, (b) reduce the aggregate Pro Rata Share Applicable Percentage required to effect an amendment, modification, waiver or consent withoutor change the definition of “Required Lenders” or (c) amend Section 7.2 or Section 6.2.4 in a manner that would alter the pro rata application of payments required thereby, in the case of each caseof clauses (a) through (c) above, without the consent of all Lenders. No provision of Section 12 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall may be amended, modified or waived without the consent of the Administrative Agent. No provision of Section 13 or other provision of this Agreement relating to adversely affecting the rights or duties of the Issuing Lender Collateral Agent in its capacity as such shall may be amended, modified or waived without the consent of the Issuing Collateral Agent. No provision of Section 13 or other provision of this Agreement adversely affecting the Lead Arrangers may be amended, modified or waived without the consent of the Lead Arrangers. Notwithstanding anything to the contrary herein, this Agreement and the other Loan Documents may be amended with the written consent of only the Administrative Agent and the Borrower (1) to the extent necessary in order to evidence and implement any Incremental Term Loans pursuant to Section 2.3, any Extended Loans pursuant to Section 2.4 and any Replacement Loans pursuant to Section 2.5, (2) to correct administrative errors or omissions, or to effect administrative changes that are not adverse to any Lender, (3) to correct, amend, cure any ambiguity, inconsistency, defect or correct any typographical error or other manifest error in this Agreement or any other Loan Document, or (4) to cause a Collateral Document to be consistent with this Agreement and other Loan Documents. If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by the fourth sentence of this Section 14.1, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, to replace each such Non-Consenting Lender with one or more Eligible Assignees as replacement Lenders, so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Waiver; Amendments. No delay on the part of the Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders Banks having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender Bank without the consent of such LenderBank. No amendment, modification, waiver or consent shall (ia) except as otherwise permitted hereunder, increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (iib) extend the Termination Date or date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (ivd) release the Company, (e) release any Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) Guarantor thereunder or (xif) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all LendersBanks. No provision of Section 12 13 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing Bank. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Swing Line Lender.

Waiver; Amendments. No delay on the part of the Administrative ------------------ Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amountwritten consent of such Lender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or (d) release the Guaranty or all or any party from its obligations under any Guaranty, release any substantial part of any collateral, if any, change the collateral granted under the Collateral Documentsdefinition of Required Lenders, (v) amend any provision of this Section 15.1 or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to ------------ effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all Lenders. No provision of Section 12 14 or other ---------- provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. (a) No amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event other Loan Documents will be effective unless the same shall be it is in writing and signed and delivered acknowledged by Lenders L▇▇▇▇▇▇ having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given; provided. (b) The Agent Fee Letter may be amended, the Lenders authorize the Agent to act within its discretion (and without notice to waived, consented to, or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance modified by the Company parties thereto. (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4c) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver waiver, or consent shall change may extend or increase the Pro Rata Share Commitment of any Lender without the written consent of such that Lender. . (d) No amendment, modification, waiver waiver, or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) may extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderunder this Agreement without the written consent of each Lender directly affected thereby. (e) No amendment, (iii) modification, waiver, or consent may reduce the principal amount of any Loan, the rate of interest thereon thereon, or any fees payable hereunderunder this Agreement without the consent of each Lender directly affected thereby (except (i) for periodic adjustments of interest rates and fees resulting from a change in the LIBOR RateAdjusted Term SOFR and the Base Rate as provided for in this Agreement, and (ivii) that Required Lenders may rescind any increase in the interest rate under and in accordance with Section 4.1.2). (f) No amendment, modification, waiver, or consent may do any of the following without the written consent of each Lender: (i) release the Guaranty any Borrower or any Guarantor from its obligations, other than as part of or in connection with any disposition permitted under this Agreement; (ii) release all or any substantial part of the collateral Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11); (iii) change the definitions of Pro Rata Share or Required Lenders, (v) amend any provision of this Section 15.1, any provision of Section 13.3, or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver waiver, or consent without, in each case, the consent of all Lenders. consent. (g) No provision of Section 12 Sections 6.2.2, 6.3, or other provision 7.2.2(b) with respect to the timing or application of this Agreement affecting mandatory prepayments of the Agent in its capacity as such shall Loans may be amended, modified modified, or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties Lenders having a majority of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent aggregate Pro Rata Shares of the Issuing LenderTerm A Loans affected thereby, the Term B Loans affected thereby, the Term C Loans affected thereby, the Term D Loans affected thereby and the Incremental Loans affected thereby.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share Percentage of any Lender Bank without the consent of such LenderBank. No amendment, modification, waiver or consent shall extend or increase the amount of the Commitment of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iviii) release any Guarantor from such Guarantor's obligations under the applicable Guaranty or all or any substantial part substantially all of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) Documents or (xiiv) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all LendersBanks. No provision provisions of Section 12 SECTION 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing LenderBank.

Waiver; Amendments. No delay on the part of the Agent or any Lender Bank ------------------ in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders Banks having an aggregate Pro Rata Share Total Percentage of not less than the aggregate Pro Rata Share Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share Revolving Percentage (except as provided in Section 6.1.2) or Term Percentage of ------------- any Lender Bank without the consent of such LenderBank. No amendment, modification, waiver or consent shall (i) extend or increase the amount of the Revolving Commitment Amount Commitments (except as provided in Section 6.1.2) or the Acquisition Commitment AmountTerm Commitments, (ii) extend the ------------- date for payment of any principal of or interest on the Loans any Loan or any fees fee payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees fee payable hereunder, (iv) release the Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or any substantial part of the collateral granted under the Collateral Documents, Documents or (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share Total Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all LendersBanks (provided that (a) the scheduled Revolving Termination Date may be extended solely with the consent of all Revolving Banks and (b) the amount of the Revolving Commitments may be increased with the consent of all Revolving Banks and the consent of Term Banks having Term Percentages of more than 50%). No provision provisions of Section 12 13 or other ---------- provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the an Issuing Lender Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank. No provision of this Agreement relating to the Issuing Lenderrights or duties of a Swing Line Bank in its capacity as such shall be amended, modified or waived without the consent of such Swing Line Bank.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Lenders ▇▇▇▇▇▇▇ having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amountwritten consent of such Lender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or (d) release any guarantor from its obligations under this Agreement, other than as part of or in connection with any disposition permitted hereunder, or subordinate the Guaranty obligations of any guarantor hereunder to any other indebtedness for borrowed money, or release or subordinate to the lien in favor of any other indebtedness for borrowed money all or any substantial part of the collateral Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), (v) amend change the definition of Required Lenders, any provision of Section 7.2, any provision of Section 7.5, any provision of this Section 15.1, add one or modify Section 9.6.1 so as more additional credit facilities to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend this Agreement or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Section 12 6.2(b) or Section 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Loans affected thereby. No provision of Section 14 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or and duties of the Issuing any Lender in its capacity as such to which Bank Product Obligations are owed (including Hedging Obligations) shall be amended, modified or waived with the consent of such Lender. If, in connection with any proposed amendment, modification, waiver or termination (a) requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained and (b) if there are two (2) Lenders, and the consent of both Lenders is required pursuant to the definition of “Required Lenders”, but the consent of the Lender whose Pro Rata Share is less than 51% is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Agent or its Affiliates is not a Non-Consenting Lender, Borrower may appoint a Replacement Lender pursuant to Section 8.7(b). Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the Issuing consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender. In addition, notwithstanding anything in this Section to the contrary, if Agent and Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then Agent and Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to Agent within ten Business Days following receipt of notice thereof.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. (a) No amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event other Loan Documents will be effective unless the same shall be it is in writing and signed and delivered acknowledged by Lenders ▇▇▇▇▇▇▇ having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given; provided. (b) The Agent Fee Letter may be amended, the Lenders authorize the Agent to act within its discretion (and without notice to waived, consented to, or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance modified by the Company parties thereto. (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4c) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver waiver, or consent shall change may extend or increase the Pro Rata Share Commitment of any Lender without the written consent of such that Lender. . (d) No amendment, modification, waiver waiver, or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) may extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderunder this Agreement without the written consent of each Lender directly affected thereby. (e) No amendment, (iii) modification, waiver, or consent may reduce the principal amount of any Loan, the rate of interest thereon thereon, or any fees payable hereunderunder this Agreement without the consent of each Lender directly affected thereby (except (i) for periodic adjustments of interest rates and fees resulting from a change in the LIBOR Rate and the Base Rate as provided for in this Agreement, and (ii) that Required Lenders may rescind any increase in the interest rate under and in accordance with Section 4.1). (f) No amendment, modification, waiver, or consent may do any of the following without the written consent of each Lender (i) release any Borrower or any Guarantor from its obligations, other than as part of or in connection with any disposition permitted under this Agreement, (ivii) release the Guaranty or all or any substantial part of the collateral Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), (viii) amend change the definitions of Pro Rata Share or modify Required Lenders, any provision of this Section 9.6.1 so as to increase the maximum ratio 15.1, any provision of Funded Debt to Stockholder's Equity permitted at any timeSection 13.3, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver waiver, or consent withoutconsent. (g) No provision of Sections 6.2.2, in each case6.3, or 7.2.2(b) with respect to the timing or application of mandatory prepayments of the Loans may be amended, modified, or waived without the consent of all Lenders. Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. (h) No provision of Section 12 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall may be amended, modified modified, or waived without the consent of the Administrative Agent. . (i) No provision of this Agreement relating to the rights or duties of the any Issuing Lender in its capacity as such shall may be amended, modified modified, or waived without the consent of the that Issuing Lender. (j) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent, and the Loan Parties to (i) add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Commitments, the Closing Date Term Loans, the Closing Date Term Loan Commitments, the Incremental Term Loans, the Incremental Term Loan Commitments, and the accrued interest and fees in respect thereof, and/or (ii) include appropriately the Lenders holding any such additional credit facilities in any determination of the Required Lenders. (k) If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained is referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or one or more Persons reasonably acceptable to Administrative Agent may (but will not be required to) purchase from that Non-Consenting Lender, and that Non-Consenting Lenders shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or any such Person, all of the Loans and Commitments of that Non-Consenting Lender for an amount equal to the principal balance of all such Loans and Commitments held by that Non-Consenting Lender and all accrued interest, fees, expenses, and other amounts then due with respect thereto through the date of sale, which purchase and sale will be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of any Bank or the Agent or holder of any Lender Note in the exercise of any right, power power, or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power power, or remedy preclude other or further exercise thereof, or the exercise of any other right, power power, or remedy. No amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto (or in the case of the Outstanding Majority Banks, the aggregate principal amount outstanding) or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required LendersMajority Banks, and then any such amendment, modification, waiver waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver waiver, or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) shall extend or increase the Revolving Commitment Amount amount of the Commitments, the maturity of the Notes or the Acquisition Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, fees hereunder or the rate of interest thereon or any fees payable hereunder, (iv) release the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 with respect to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify Notes or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver waiver, or consent without, or eliminate the guaranty set forth in each case, Section 12 hereof without the written consent of all Lendersof the Banks or (ii) shall extend the maturity or reduce the principal amount of, or rate of interest on, any Note without the written consent of the holder of such Note. No provision of Section 12 Notwithstanding the foregoing, the Company may add one or other provision of more financial institutions as Bank parties to this Agreement affecting the Agent in its capacity as such shall be amendedAgreement, modified or waived from time to time and without the consent of the Agentthen-current Bank parties to this Agreement; provided, that in no event will the aggregate amount of the Commitments of the new financial institutions exceed 125 million U.S. Dollars in excess of the Commitments as of the date hereof. No provision Each such addition of a Bank shall be effective upon such Bank's written agreement to become a Bank party hereto and to be bound by the terms of this Agreement relating applicable to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender."

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed acknowledged by the Company, and delivered by the Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Company, and the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amount, written consent of such Lender; (iib) extend the date scheduled for payment of any principal of (excluding voluntary or mandatory prepayments) of, or interest on on, the Loans Loans, or any fees payable hereunder, hereunder without the written consent of each Lender directly affected thereby; (iiic) reduce the principal amount of any LoanLoan (excluding 55 voluntary or mandatory prepayments), the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby; or (ivd) release any party from its obligations under the Guaranty Security Agreement or all or any substantial part of the collateral Collateral granted under the Collateral Documents, (v) amend change the definition of Required Lenders, any provision of this Section 15.1 or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Section 12 6.2 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of the Required Lenders and the Company. No provision of Section 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. (a) No amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event other Loan Documents will be effective unless the same shall be it is in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given; provided. (b) The Agent Fee Letter may be amended, the Lenders authorize the Agent to act within its discretion (and without notice to waived, consented to, or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance modified by the Company parties thereto. (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4c) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver waiver, or consent shall change may extend or increase the Pro Rata Share Commitment of any Lender without the written consent of such that Lender. . (d) No amendment, modification, waiver waiver, or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) may extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderunder this Agreement without the written consent of each Lender directly affected thereby. (e) No amendment, (iii) modification, waiver, or consent may reduce the principal amount of any Loan, the rate of interest thereon thereon, or any fees payable hereunderunder this Agreement without the consent of each Lender directly affected thereby (except (i) for periodic adjustments of interest rates and fees resulting from a change in the LIBOR Rate and the Base Rate as provided for in this Agreement, and (ivii) that Required Lenders may rescind any increase in the interest rate under and in accordance with Section 4.1.3). (f) No amendment, modification, waiver, or consent may do any of the following without the written consent of each Lender: (i) release the Guaranty any Borrower or any Guarantor from its obligations, other than as part of or in connection with any disposition permitted under this Agreement; (ii) release all or any substantial part of the collateral Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11); (iii) change the definitions of Pro Rata Share or Required Lenders, (v) amend any provision of this Section 15.1, any provision of Section 13.3, or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver waiver, or consent withoutconsent. (g) No provision of Sections 6.2.2, in each case6.3, or 7.2.2(b) with respect to the timing or application of mandatory prepayments of the Loans may be amended, modified, or waived without the consent of all Lenders. Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. (h) No provision of Section 12 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall may be amended, modified modified, or waived without the consent of Administrative Agent. (i) Notwithstanding the Agent. No provision foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrowers to do any of the following: (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement relating and the other Loan Documents with the Revolving Loans, the Revolving Commitments, the Term Loans, the Delayed Draw Term Loan Commitments, and the accrued interest and fees in respect thereof and (ii) to include appropriately the rights or duties Lenders holding any such additional credit facilities in any determination of the Issuing Lender Required Lenders. (j) If, in its capacity as such shall be amendedconnection with any proposed amendment, modified modification, waiver or waived without termination requiring the consent of all Lenders, the consent of the Issuing Required Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained is referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or one or more Persons reasonably acceptable to Administrative Agent may (but will not be required to) purchase from that Non-Consenting Lender, and that Non-Consenting Lenders shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or any such Person, all of the Loans and Commitments of that Non-Consenting Lender for an amount equal to the principal balance of all such Loans and Commitments held by that Non-Consenting Lender and all accrued interest, fees, expenses, and other amounts then due with respect thereto through the date of sale, which purchase and sale will be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of any Bank ------------------ or the Agent or holder of any Lender Note in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing (including telegram or telex) and signed and delivered by Lenders the Company and Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by Banks having, in the Required Lendersaggregate, a Percentage of 66 2/3% or more, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) shall extend or increase the Revolving Commitment Amount amount of the Credit, the scheduled maturity of the Notes, or the Acquisition Commitment Amount, (ii) extend the scheduled date for the payment of any principal of interest or interest on the Loans fees, or any fees payable hereunder, (iii) reduce the principal amount of any Loan, fees or the rate of interest thereon payable with respect to the Notes or modify the provisions of Section 3.1.5, 3.1.7, 4.5, 6.3, ------- ----- ----- --- --- 6.4, or 13.9 or modify the provisions of Article X in a manner adverse to the --- ---- ------- - Banks or impose an additional obligation on any fees payable hereunder, (iv) release the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (v) amend Banks or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, without the consent of all Lenders. No provision of Section 12 the Banks or other provision (ii) shall extend the scheduled maturity of, or the scheduled date for the payment of this Agreement affecting interest or fees on, or reduce the Agent in its capacity as such shall be amendedprincipal amount of, modified or waived rate of interest on, any Note without the consent of the Agentholder of such Note. No provision The provisions of this Agreement relating to the rights Section 13.1 may ------------ not be amended or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of all of the Issuing LenderBanks.

Waiver; Amendments. No delay on the part of the Agent or any ------------------ Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share Percentage of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iviii) release the U.S. Guaranty (other than with respect to a Person which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or the Parent Guaranty or all or any substantial part substantially all of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) Documents or (xiiv) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Lenders. No provision of Section 12 13 or ---------- any other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the written consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of the Agent Agent, any Bank, or the holder of any Lender Loan in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders the Agent and by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) shall extend or increase the Revolving Commitment Amount or amount of the Acquisition Commitment AmountCommitments, (ii) extend the due date for payment of any principal of or interest on the Loans or any fees amount payable hereunder, (iii) reduce the principal amount of or waive any Loan, the rate of interest thereon or any fees payable fee hereunder, (iv) release change the Guaranty definition of "Required Banks" or all or any substantial part of the collateral granted under the Collateral Documents"Percentage" in Section 1, (v) amend or modify Section 9.6.1 so as to increase 4.1 or change any of the maximum ratio of Funded Debt to Stockholder's Equity permitted at any timedefined terms used in Section 4.1, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time4.4, (vii) amend Section 4.5, Section 4.7, Section 11.1.1 or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend11.1.8, modify this Section 13.1 or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce otherwise change the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, without the written consent of all LendersBanks, (ii) shall modify or waive any of the conditions precedent specified in Section 10.1 for the making of any Loan without the written consent of the Bank which is to make such Loan or (iii) shall extend the scheduled maturity or reduce the principal amount of, or rate of interest on, or extend the due date for any amount payable under, any Loan without the written consent of the holder of the Note evidencing such Loan. Amendments, modifications, waivers and consents of the type described in clause (iii) of the preceding sentence with respect to Bid Loans or Bid Notes may be effected with the written consent of the holder of such Bid Loans or Bid Notes and no consent of any other Bank or other holder shall be required in connection therewith. No provision provisions of Section 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender's written consent.

Waiver; Amendments. 15.1.1 No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. . 15.1.2 No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. . 15.1.3 No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amountwritten consent of such Lender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept for periodic adjustments of interest rates and fees based on a change in the Applicable Margin as set forth in this Agreement); (d) decrease the number stated in clause (A) of the definition of Real Estate Reserve or increase the percentage stated in clause (B) of the definition of Real Estate Reserve; or (e) subject to Section 15.1.4, release any party from its obligations under the Guaranty or all or any substantial part of the collateral Collateral and Real Estate Collateral granted under the Collateral Documents, (v) amend change the definition of Required Lenders, any provision of this Section 15.1.3 or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all Lenders. No provision of Section 12 Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of SECTION 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. 15.1.4 At any time after delivery of the 2004 Fiscal Year unqualified audited financial statements, if the Company obtains an investment rating from Standard & Poor’s of BBB- or ▇▇▇▇▇’▇ Investor Service of Baa3 or Fitch’s Rating Agency of BBB-, then the Company may request, and the Administrative Agent and the Lenders shall reasonably consider and vote on, a release of all the Collateral and Real Estate Collateral securing the Facilities conditioned upon, among other things, the Company and the other Loan Parties not providing any other Person with a Lien in any of its property or assets, nor agree with any other Person not to provide a Lien in any of its property or assets, except for Permitted Liens and such other reasonable conditions as the Lenders may impose. If the Administrative Agent and the Required Lenders agree to release the Administrative Agent’s Liens on the Company’s and the Loan Parties’ assets, at the Company’s sole cost and expense, but one or more Lenders do not agree to such release (the “Dissenting Lenders”), then the Company and/or Administrative Agent may designate one or more financial institution, which may or may not be a Lender, which is acceptable to the Company, Administrative Agent and the Issuing Lender in their reasonable discretion (such other bank being called a “New Lender”) to purchase the Loans of such Dissenting Lenders and such Dissenting Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Dissenting Lender, for a purchase price equal to the outstanding principal amount of the Loans payable to such Dissenting Lender plus any accrued but unpaid interest on such Loans and all accrued but unpaid fees owed to such Dissenting Lenders and any other amounts payable to such Dissenting Lenders under this Agreement, and to assume all the obligations of such Dissenting Lenders hereunder, and, upon such purchase and assumption (pursuant to an Assignment Agreement), such Dissenting Lenders shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Dissenting Lenders prior to the date of such purchase and assumption) and shall be relieved from all obligations to the Company hereunder, and the New Lenders shall succeed to the rights and obligations of such Dissenting Lenders hereunder. Each Dissenting Lender shall sell its Loans as set forth in this Section 15.1.4 and use reasonable efforts to cooperate therewith. An existing Lender who is not a Dissenting Lender shall be an acceptable New Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided. Except to the extent set forth in Section 16.3 hereof, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amountwritten consent of such Lender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); (d) increase the advance rates with respect to Eligible Accounts or Eligible Inventory hereunder or (e) release any guarantor from its obligations under the Guaranty Guaranty, other than as part of or in connection with any disposition permitted hereunder, or release or subordinate its liens on all or any substantial part of the collateral Collateral granted under any of the Collateral Documentsother Loan Documents (except as permitted by Section 18.11), change the definition of Required Lenders, amend the number of Lenders that shall be required for Lenders (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan FinancingsLender) to Stockholder's Equity permitted at take any timeaction under this Agreement, (vii) amend any provision of Section 16.2, any provision of this Section 20.1, the provisions of Section 16.3, the provisions of Section 2.3.3, the provisions of Section 2.8(a), or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each casecase set forth in this clause (e), the written consent of all Lenders. No provision of Section 12 18 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing L/C Issuers in their capacities as such shall be amended, modified or waived without the consent of the L/C Issuers. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Swing Line Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Loan Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a "Non-Consenting Lender"), then, so long as the Administrative Agent is not a Non-Consenting Lender, the Administrative Agent and/or a Person or Persons reasonably acceptable to the Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon the Administrative Agent's request, sell and assign to the Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Loan Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Loan Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement. Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender. In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to the Administrative Agent within ten Business Days following receipt of notice thereof.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amountof any Lender, (ii) extend the date for payment of any principal of or interest on the Loans any Loan or any fees payable hereunder, hereunder or (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby; no amendment, modification, waiver or consent shall (x) release all Lenders. No provision of Section 12 or other provision of this Agreement affecting substantially all the Agent in its capacity as such shall be amended, modified Subsidiaries party thereto from the Guaranty or waived without the consent all or substantially all of the Agent. No provision of this Agreement relating to collateral granted under the rights Collateral Documents or duties of (y) reduce the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.aggregate Percentage required to

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders Banks having an aggregate Pro Rata Share Total Percentage of not less than the aggregate Pro Rata Share Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change or extend the Pro Rata Share Commitment of any Lender Bank without the consent of such LenderBank. No amendment, modification, waiver or consent shall modify the allocation of any payment between the Term Loans without the consent of such Banks holding at least 66.6% of the aggregate outstanding principal amount of each of the Term A Loans and the Term B Loans. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans any Loan or any fees payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iviii) release the Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or any substantial part substantially all of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) Documents or (xiiv) reduce the aggregate Pro Rata Share Total Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all LendersBanks. No provision provisions of Section 12 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the an Issuing Lender Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank. No provision of this Agreement affecting the Issuing LenderSwing Line Bank in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Bank.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amountwritten consent of such Lender, (iib) extend the date scheduled for payment of any principal of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby; or (ivd) release any party from its obligations under the Guaranty or all or any substantial part (except in connection with the permitted sale of the collateral granted under applicable Guarantor, in which case the Collateral DocumentsAdministrative Agent may release the applicable Guarantor, provided, however, that no Guaranty Event shall result therefrom (v) amend determined on a pro forma basis as of the proposed date of sale)), change the definition of Required Lenders, any provision of this Section 15.1 or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all Lenders. No provision of Section 12 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the each Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the each Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share Percentage of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iviii) release the U.S. Guaranty (other than with respect to a Person which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or the Parent Guaranty or all or any substantial part substantially all of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) Documents or (xiiv) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Lenders. No provision of Section 12 13 or any other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the written consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. (a) No amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event other Loan Documents will be effective unless the same shall be it is in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given; provided. (b) The Agent Fee Letter may be amended, the Lenders authorize the Agent to act within its discretion (and without notice to waived, consented to, or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance modified by the Company parties thereto. (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4c) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver waiver, or consent shall change may extend or increase the Pro Rata Share Commitment of any Lender without the written consent of such that Lender. . (d) No amendment, modification, waiver waiver, or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) may extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderunder this Agreement without the written consent of each Lender directly affected thereby. (e) No amendment, (iii) modification, waiver, or consent may reduce the principal amount of any Loan, the rate of interest thereon thereon, or any fees payable hereunderunder this Agreement without the consent of each Lender directly affected thereby (except (i) for periodic adjustments of interest rates and fees resulting from a change in the LIBOR Rate and the Base Rate as provided for in this Agreement, and (ivii) that Required Lenders may rescind any increase in the interest rate under and in accordance with Section 4.1.2). (f) No amendment, modification, waiver, or consent may do any of the following without the written consent of each Lender: (i) release the Guaranty any Borrower or any Guarantor from its obligations, other than as part of or in connection with any disposition permitted under this Agreement; (ii) release all or any substantial part of the collateral Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11); (iii) change the definitions of Pro Rata Share or Required Lenders, (v) amend any provision of this Section 15.1, any provision of Section 13.3, or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver waiver, or consent withoutconsent. (g) No provision of Sections 6.2.2, in each case6.3, or 7.2.2(b) with respect to the timing or application of mandatory prepayments of the Loans may be amended, modified, or waived without the consent of all Lenders. Lenders having a majority of the aggregate Pro Rata Shares of the Term A Loans affected thereby, the Term B Loans affected thereby and the Incremental Loans affected thereby. (h) No provision of Section 12 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall may be amended, modified modified, or waived without the consent of Administrative Agent. (i) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent. No provision , Holdings, and Borrowers to do any of the following: (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement relating and the other Loan Documents with the Term A Loans, the Term B Loans, the Term B Loan Commitments, and the accrued interest and fees in respect thereof and (ii) to include appropriately the rights or duties Lenders holding any such additional credit facilities in any determination of the Issuing Lender Required Lenders. (j) If, in its capacity as such shall be amendedconnection with any proposed amendment, modified modification, waiver or waived without termination requiring the consent of all Lenders, the consent of the Issuing Required Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained is referred to as a “Non-Consenting Lender.”), then, so long as Administrative Agent or such other Person is not a Non-Consenting Lender, Administrative Agent and/or one or more Persons reasonably acceptable to Administrative Agent may (but will not be required to) purchase from that Non-Consenting Lender, and that Non-Consenting Lenders shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or any such Person, all of the Loans and Commitments of that Non-Consenting Lender for an amount equal to the principal balance of all such Loans and Commitments held by that Non-Consenting Lender and all accrued interest, fees, expenses, and other amounts then due with respect thereto through the date of sale, which purchase and sale will be consummated pursuant to an executed Assignment Agreement. In the event that Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 15.6.1 within five (5) Business Days after receipt by such Non-Consenting Lender of notice of replacement pursuant to this Section 15.1(j) and presentation to such Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 15.1(j), the Administrative Agent shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower Representative, Administrative Agent and, to the extent applicable, any other Person purchasing such Loans and Commitments of the Non-Consenting Lender, shall be effective for purposes of this Section 15.1(j)

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amountwritten consent of such Lender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept for periodic adjustments of interest rates and fees resulting from a change in the 87 Applicable Margin as provided for in this Agreement); (d) release any guarantor from its obligations under the Guaranty, other than as part of or in connection with any disposition permitted hereunder, or subordinate the obligations of any guarantor under the Guaranty and Collateral Agreement to any other indebtedness for borrowed money, or release or subordinate to the lien in favor of any other indebtedness for borrowed money all or any substantial part of the collateral Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), (v) amend change the definition of Required Lenders, any provision of Section 7.2 or modify Section 9.6.1 so as to increase the maximum ratio 7.5, any provision of Funded Debt to Stockholder's Equity permitted at this Section 15.1, any time, (vi) amend provision of Section 13.3 or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each casecase set forth in this clause (d), the written consent of all LendersLenders or (e) amend the definition of “Borrowing Base” or any defined term used therein without the written consent of all Lenders (except as otherwise expressly provided herein or in any schedule hereto). No provision of Section 12 14 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Swing Line Lender. No provision of this Agreement relating to the rights and duties of any Lender to which Bank Product Obligations are owed (including Hedging Obligations) shall be amended, modified or waived with the consent of such Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Agent and Borrower (a) other than with respect to increases pursuant to Section 2.2(e) for which Required Lender consent is not required, to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Agent is not a Non-Consenting Lender, Borrower may appoint a Replacement Lender pursuant to Section 8.7(ii). Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender. In addition, notwithstanding anything in this Section to the contrary, if Agent and Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then Agent and Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to Agent within ten Business Days following receipt of notice thereof.

Waiver; Amendments. No delay on the part of the Agent Agent, any Bank, or the holder of any Lender Loan in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders the Agent and by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) shall extend (other than in accordance with Section 13.8(a)) or increase the Revolving Commitment Amount or amount of the Acquisition Commitment AmountCommitments, (ii) extend the date for payment maturity of any principal of Commitment or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, change the rate definition of interest thereon "Required Banks" or any fees payable hereunder"Percentage" in Section 1, (iv) release the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase 4.1, or change any of the maximum ratio of Funded Debt to Stockholder's Equity permitted at any timedefined terms used in Section 4.1, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time4.4, (vii) amend Section 4.5, Section 4.7, Section 11.1.1, Section 11.1.8, or modify this Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend 13.1 or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce otherwise change the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, without the written consent of all LendersBanks, (ii) shall modify or waive any of the conditions precedent specified in Section 10.1 for the making of any Loan without the written consent of the Bank which is to make such Loan or (iii) shall extend the scheduled maturity or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Loan without the written consent of the holder of the Commitment or Loan adversely affected thereby. Amendments, modifications, waivers and consents of the type described in Credit Agreement clause (iii) of the preceding sentence with respect to Bid Loans or Bid Notes may be effected with the written consent of the holder of such Bid Loans or Bid Notes and no consent of any other Bank or other holder shall be required in connection therewith. No provision provisions of Section 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender's written consent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amountwritten consent of such Lender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or (d) release any party from all or any of its material obligations under the Guaranty Guaranty, or reduce any of its material obligations thereunder, or all or any substantial part substantially all of the collateral Collateral granted under the Collateral Documents, (v) amend change any Specified Definition, any provision of this Section 15.1, any of the dollar or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements percentage amounts set forth in such Subsidiary's franchise agreementsany of Section 3.2 and/or Section 6(e) of the Construction Rider, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 12 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding anything to the contrary set forth in this Section 15.1, as between the Administrative Agent and the Lenders (or any portion thereof), the Administrative Agent shall have the sole authority to modify, amend or waive any conditions pursuant to the funding of any portion of the Term Loan if such condition precedent is not material (as determined by Administrative Agent in its reasonable discretion) and relates to a single disbursement of loan proceeds in an amount not in excess of $4,000,000 (it being understood and agreed that the Administrative Agent shall not have the sole authority to modify, amend or waive any such condition precedent that is material (as determined by Administrative Agent in its reasonable discretion) or relates to a single disbursement of loan proceeds in an amount in excess of $4,000,000).

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders Banks having an aggregate Pro Rata Share Total Percentage of not less than the aggregate Pro Rata Share Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change or extend the Pro Rata Share Commitment of any Lender Bank without the consent of such LenderBank. No amendment, modification, waiver or consent shall modify the allocation of any payment between the Term Loans without the consent of such Banks holding more than 66-2/3% of the aggregate outstanding principal amount of the Term Loans. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans any Loan or any fees payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iviii) release the Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or any substantial part substantially all of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) Documents or (xiiv) reduce the aggregate Pro Rata Share Total Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all LendersBanks. No provision provisions of Section 12 SECTION 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the an Issuing Lender Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank. No provision of this Agreement affecting the Issuing LenderSwing Line Bank in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Bank.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. (a) No amendment, modification modification, or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event other Loan Documents will be effective unless the same shall be it is in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such . Any amendment, modification, waiver waiver, or consent shall will be effective only in the specific instance and for the specific purpose for which given; provided. (b) The Agent Fee Letter may be amended, the Lenders authorize the Agent to act within its discretion (and without notice to waived, consented to, or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance modified by the Company parties thereto. (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4c) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver waiver, or consent shall change may extend or increase the Pro Rata Share Commitment of any Lender without the written consent of such that Lender. . (d) No amendment, modification, waiver waiver, or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) may extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderunder this Agreement without the written consent of each Lender directly affected thereby. (e) No amendment, (iii) modification, waiver, or consent may reduce the principal amount of any Loan, the rate of interest thereon thereon, or any fees payable hereunderunder this Agreement without the consent of each Lender directly affected thereby (except (i) for periodic adjustments of interest rates and fees resulting from a change in the LIBOR Rate and the Base Rate as provided for in this Agreement, and (ivii) that Required Lenders may rescind any increase in the interest rate under and in accordance with Section 4.1.2). (f) No amendment, modification, waiver, or consent may do any of the following without the written consent of each Lender: (i) release the Guaranty Borrower or any Guarantor from its obligations, other than as part of or in connection with any disposition permitted under this Agreement; (ii) release all or any substantial part of the collateral Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11); (iii) change the definitions of Pro Rata Share or Required Lenders, (v) amend any provision of this Section 15.1, any provision of Section 13.3, or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver waiver, or consent withoutconsent. (g) No provision of Sections 6.1.2, in each case6.2, or 7.2.2(b) with respect to the timing or application of mandatory prepayments of the Loans may be amended, modified, or waived without the consent of all Lenders. Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. (h) No provision of Section 12 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall may be amended, modified modified, or waived without the consent of Administrative Agent. (i) [Reserved] (j) Notwithstanding the Agent. No provision foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower to do any of the following: (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement relating and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the rights or duties Lenders holding any such additional credit facilities in any determination of the Issuing Lender Required Lenders. (k) If, in its capacity as such shall be amendedconnection with any proposed amendment, modified modification, waiver or waived without termination requiring the consent of all Lenders, the consent of the Issuing Required Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained is referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or one or more Persons reasonably acceptable to Administrative Agent may (but will not be required to) purchase from that Non-Consenting Lender, and that Non-Consenting Lenders shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or any such Person, all of the Loans and Commitments of that Non-Consenting Lender for an amount equal to the principal balance of all such Loans and Commitments held by that Non-Consenting Lender and all accrued interest, fees, expenses, and other amounts then due with respect thereto through the date of sale, which purchase and sale will be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize however, that the Agent to act within its discretion (Fee Letter and without notice SBIC Regulatory Side Letter may be amended, waived, consented to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance modified by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lenderparties thereto. No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amountwritten consent of such Lender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin to the extent provided for in this Agreement); or (d) release any guarantor from its obligations under the Guaranty and Collateral Agreement, other than as part of or in connection with any disposition permitted hereunder, or all or any substantial part of the collateral Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), (v) amend change the definition of Required Lenders, any provision of this Section 15.1, any provision of Section 13.3 or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Section 12 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender Lenders in its capacity their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. Notwithstanding the foregoing, this agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. 15.1.1. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize however, that the Agent to act within its discretion (and without notice Fee Letter may be amended, waived, consented to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance modified by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lenderparties thereto. No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amountwritten consent of such Lender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept (i) for periodic adjustments of interest rates and fees resulting from a change in the LIBOR Rate and the Base Rate as provided for in this Agreement, and (ii) that Required Lenders may rescind any increase in the interest rate under and in accordance with Section 4.1).; or (d) release any Guarantor from its obligations under the Guaranty and Collateral Agreement, other than as part of or in connection with any disposition permitted hereunder, or all or any substantial part of the collateral Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), (v) amend change the definition of Required Lenders, any provision of this Section 15.1, any provision of Section 13.3, change the definition of Pro Rata Share, or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 12 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender Lenders in its capacity their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. Notwithstanding the foregoing, this agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. 15.1.2. Either (a) if, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders or all affected Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is required and not obtained being referred to as a “Non-Consenting Lender”) or (b) upon the receipt by the Borrower of notice and demand from any Lender for any payment provided in Section 8.1 (such Lender, together with any Non-Consenting Lender, each an “Affected Lender”), then, so long as Administrative Agent is not an Affected Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent (who shall in no event be a Disqualified Lender) shall have the right to purchase from such Affected Lenders (on the express condition that upon such purchase such purchasing Person will consent to the proposed amendment), and such Affected Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Commitments of such Affected Lenders for an amount equal to the principal balance of all such Loans and Revolving Commitments held by such Affected Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the 108 specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amountwritten consent of such Lender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); (d) release Borrower or any guarantor from its obligations hereunder or under the Guaranty and Collateral Agreement, other than as part of or in connection with any disposition permitted hereunder, or subordinate the obligations of Borrower or any guarantor hereunder or under the Guaranty and Collateral Agreement to any other indebtedness for borrowed money, or release or subordinate to the lien in favor of any other indebtedness for borrowed money all or any substantial part of the collateral Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), (v) amend change the definition of Required Lenders, any provision of Section 7.2 or modify Section 9.6.1 so as to increase the maximum ratio 7.5, any provision of Funded Debt to Stockholder's Equity permitted at this Section 15.1, any time, (vi) amend provision of Section 13.3 or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders; (e) amend the definition of “Borrowing Base” or any defined term used therein without the written consent of all Lenders (except as otherwise expressly provided herein or in any schedule hereto); or (f) amend the definition of “Revolving Loan Availability” or any defined term used therein without the written consent of all Lenders (except as otherwise expressly provided herein or in any schedule hereto). No provision of Section 12 14 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Swing Line Lender. No provision of this Agreement relating to the rights and duties of any Lender to which Bank Product Obligations are owed (including Hedging Obligations) shall be amended, modified or waived with the consent of such Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Agent and Borrower (a) other than with respect to increases pursuant to Section 2.2(e) for which Required Lender consent is not required, to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Agent is not a Non-Consenting Lender, Borrower may appoint a Replacement Lender pursuant to Section 8.7(ii). Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be 109 extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender. In addition, notwithstanding anything in this Section to the contrary, if Agent and Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then Agent and Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to Agent within ten Business Days following receipt of notice thereof.

Waiver; Amendments. No delay on the part of the Agent either Agent, any Bank ------------------ or any Lender other holder of a Note in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share Percentage or the Canadian Percentage of any Lender Bank (except as provided in Section 6.1.2) without the consent of such LenderBank. No ------------- amendment, modification, waiver or consent shall (i) extend or increase (except as provided in Section 6.1.2) the Revolving Commitment Amount or amount of the Acquisition Commitment AmountCommitments, (ii) extend the ------------- date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any Guaranty (other than with respect to a Person which ceases to be a Subsidiary as a result of a transaction permitted hereunder), any obligation of the Company under Section 14 ---------- or of Parent under the Parent Guaranty or all or any substantial part substantially all of the collateral granted under the Collateral Documents, Documents or (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all LendersBanks. No provision hereof affecting Canadian Banks in their capacity as such shall be amended, modified or waived without the written consent of Canadian Banks having Canadian Percentages aggregating 66 - 2/3% or more. No provision of Section 12 13 or other provision of ---------- this Agreement affecting the either Agent in its capacity as such shall be amended, modified or waived without the written consent of the such Agent. No provision of this Agreement relating to the rights or duties of affecting the Issuing Lender Bank in its capacity as such shall be amended, modified or waived without the written consent of the Issuing LenderBank. No provision of this Agreement affecting the Swing Line Bank in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Bank.

Waiver; Amendments. No delay on the part of the Agent Agent, any Bank, or the holder of any Lender Loan in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders the Agent and by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) shall extend (other than in accordance with Section 13.8(a)) or increase the Revolving Commitment Amount or amount of the Acquisition Commitment AmountCommitments, (ii) extend the date for payment maturity of any principal of Commitment or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, change the rate definition of interest thereon "Required Banks" or any fees payable hereunder"Percentage" in Section 1, (iv) release the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase 4.1, or change any of the maximum ratio of Funded Debt to Stockholder's Equity permitted at any timedefined terms used in Section 4.1, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time4.4, (vii) amend Section 4.5, Section 4.7, Section 11.1.1, Section 11.1.8, or modify this Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend 13.1 or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce otherwise change the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, without the written consent of all LendersBanks, (ii) shall modify or waive any of the conditions precedent specified in Section 10.1 (or Section 5.3 in connection with the exercise of the Term-Out Option) for the making of any Loan without the written consent of the Bank which is to make such Loan or (iii) shall extend the scheduled maturity or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Loan without the written consent of the holder of the Commitment or Loan adversely affected thereby. Amendments, modifications, waivers and consents of the type described in clause (iii) of the preceding sentence with respect to Bid Loans or Bid Notes may be effected with the written consent of the holder of such Bid Loans or Bid Notes and no consent of any other Bank or other holder shall be required in connection therewith. No provision provisions of Section 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender's written consent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required LendersLenders and, in the case of an amendment or other modification, the Company, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change increase the Pro Rata Share Percentage of any Lender or increase or extend the Commitment of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (A) (i) increase extend the Revolving Commitment Amount scheduled maturity date of any principal of any Loan of any Lender (excluding any such extension resulting from a non-pro-rata extension of the Termination Date pursuant to Section 6.3) or the Acquisition Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans any Loan or any fees payable hereunder, hereunder to any Lender or (iiiii) reduce the principal amount of any LoanLoan of any Lender, the rate of interest thereon or any fees payable hereunderhereunder to any Lender, without, in each case, the consent of such Lender or (B) (i) release (x) the Parent or the Company from its obligations under the Parent/Company Guaranty, (ivy) release all or substantially all of the Subsidiary Guarantors from a Subsidiary Guaranty or (z) all or any substantial part substantially all of the collateral granted under the Collateral Documents, (v) amend or modify except any amendment required to effectuate Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b10.12(vii) or (xiii) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Lenderseach Lender directly affected thereby. No amendment, waiver or consent shall (i) alter the pro rata sharing of payments required by Section 7.6 or the pro rata reduction in Commitments required by Section 2.6.1 or (ii) amend the definition of “Eligible Jurisdictions” (provided for the avoidance of doubt that Company’s exercise of its right to add Subsidiary Borrowers in jurisdictions other than Eligible Jurisdictions pursuant to Section 2.7(a) shall not be deemed to be an amendment, waiver or consent with respect to the definition of “Eligible Jurisdictions”) without, in each case, the consent of each Lender. No provision of Section 12 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the such Issuing Lender. No provision of this Agreement affecting the Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary herein, (a) the Administrative Agent may, with the consent of the Company only, amend, modify or supplement this Agreement or any other Loan Document (i) to cure any ambiguity, omission, mistake, defect or inconsistency or (ii) to the extent the Administrative Agent determines is necessary or appropriate to implement the provisions of Section 6.2, Section 6.3 or Section 10.12(vii) and (b) this Agreement may be amended by delivery of a fully executed Subsidiary Borrower Supplement without the consent of any other party. If any Lender does not consent to a proposed amendment, waiver or consent with respect to any Loan Document (a “Non-Consenting Lender”) that required the consent of each Lender and that has been approved by the Required Lenders, the Borrowers may replace such Non-Consenting Lender in accordance with Section 15.10, provided that such amendment, waiver or consent can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph).

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Lenders ▇▇▇▇▇▇▇ having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amountwritten consent of such Lender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); (d) release Borrower or any guarantor from its obligations hereunder or under the Guaranty and Collateral Agreement, other than as part of or in connection with any disposition permitted hereunder, or subordinate the obligations of Borrower or any guarantor hereunder or under the Guaranty and Collateral Agreement to any other indebtedness for borrowed money, or release or subordinate to the lien in favor of any other indebtedness for borrowed money all or any substantial part of the collateral Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), (v) amend change the definition of Required Lenders, any provision of Section 7.2 or modify Section 9.6.1 so as to increase the maximum ratio 7.5, any provision of Funded Debt to Stockholder's Equity permitted at this Section 15.1, any time, (vi) amend provision of Section 13.3 or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders; (e) amend the definition of “Borrowing Base” or any defined term used therein without the written consent of all Lenders (except as otherwise expressly provided herein or in any schedule hereto); or (f) amend the definition of “Revolving Loan Availability” or any defined term used therein without the written consent of all Lenders (except as otherwise expressly provided herein or in any schedule hereto). No provision of Section 12 14 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Swing Line Lender. No provision of this Agreement relating to the rights and duties of any Lender to which Bank Product Obligations are owed (including Hedging Obligations) shall be amended, modified or waived with the consent of such Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Agent and Borrower (a) other than with respect to increases pursuant to Section 2.2(e) for which Required Lender consent is not required, to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Agent is not a Non-Consenting Lender, Borrower may appoint a Replacement Lender pursuant to Section 8.7(ii). Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender. In addition, notwithstanding anything in this Section to the contrary, if Agent and Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then Agent and Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to Agent within ten Business Days following receipt of notice thereof.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amountwritten consent of such Lender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunderhereunder (except for periodic adjustments of interest rates and fees based on a change in applicable Level as expressly provided herein), without the consent of each Lender directly affected thereby; or (ivd) release any party from its obligations under the Guaranty (or any guaranty subsequently executed as required by this Agreement) or all or any substantial part of the collateral Collateral granted under the Collateral Documents, (v) amend change the definition of Required Lenders, any provision of this Section 15.1 or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all Lenders. No provision of Section 12 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (ia) extend or increase the Revolving Commitment Amount or of any Lender without the Acquisition Commitment Amountwritten consent of such Lender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (iv) release except for periodic adjustments of interest rates and fees resulting from a change in the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so Applicable Margin as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth provided for in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) this Agreement); or (xid) change the definition of Required Lenders, any provision of this Section 15.1 or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all Lenders. No provision of Section 12 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of the Agent Agent, any Bank, or the holder of any Lender Loan in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders the Agent and by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) shall extend or increase the Revolving Commitment Amount or amount of the Acquisition Commitment AmountCommitments, (ii) extend the due date for payment of any principal of or interest on the Loans or any fees amount payable hereunder, (iii) reduce the principal amount of or waive any Loan, the rate of interest thereon or any fees payable fee hereunder, (iv) release change the Guaranty definition of "Required Banks" or all or any substantial part of the collateral granted under the Collateral DocumentsPercentage in Section 1, (v) amend or modify Section 9.6.1 so as to increase 4.1 or change any of the maximum ratio of Funded Debt to Stockholder's Equity permitted at any timedefined terms used in Section 4.1, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time4.4, (vii) amend Section 4.6, Section 11.1.1 or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend11.1.8, modify this Section 13.1 or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce otherwise change the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, without the written consent of all LendersBanks, (ii) shall modify or waive any of the conditions precedent specified in Section 10.1 for the making of any Loan without the written consent of the Bank which is to make such Loan or (iii) shall extend the scheduled maturity or reduce the principal amount of, or rate of interest on, or extend the due date for any amount payable under, any Loan without the written consent of the holder of the Note evidencing such Loan. Amendments, modifications, waivers and consents of the type described in clause (iii) of the preceding sentence with respect to Bid Loans or Bid Notes may be effected with -53- 59 the written consent of the holder of such Bid Loans or Bid Notes and no consent of any other Bank or other holder shall be required in connection therewith. No provision provisions of Section 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender's written consent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required LendersLenders and, in the case of an amendment or other modification, the Company, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change increase the Pro Rata Share Percentage of any Lender or increase or extend the Commitment of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (A) (i) increase extend the Revolving Commitment Amount scheduled maturity date of any principal of any Loan of any Lender (excluding any such extension resulting from a non-pro-rata extension of the Termination Date pursuant to Section 6.3) or the Acquisition Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans any Loan or any fees payable hereunderhereunder to any Lender, (iiiii) reduce the principal amount of any LoanLoan of any Lender, the rate of interest thereon or any fees payable hereunderhereunder to any Lender, without the consent of such Lender or (B) (i) release (x) the Parent or the Company from its obligations under the Parent/Company Guaranty, (ivy) release all or substantially all of the Subsidiary Guarantors from the Subsidiary Guaranty or (z) all or any substantial part substantially all of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) Documents or (xiii) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Lenderseach Lender directly affected thereby. No provision of Section 12 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the such Issuing Lender. No provision of this Agreement affecting the Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary herein, the Administrative Agent may, with the consent of the Company only, amend, modify or supplement this Agreement or any other Loan Document (a) to cure any ambiguity, omission, mistake, defect or inconsistency or (b) to the extent the Administrative Agent determines is necessary or appropriate to implement the provisions of Section 6.2. If any Lender does not consent to a proposed amendment, waiver or consent with respect to any Loan Document (a “Non-Consenting Lender”) that required the consent of each Lender and that has been approved by the Required Lenders, the Borrowers may replace such Non-Consenting Lender in accordance with Section 15.10, provided that such amendment, waiver or consent can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph).

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share Percentage of any Lender Bank without the consent of such LenderBank. No amendment, modification, waiver or consent shall extend or increase the amount of the Commitment of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iviii) release any Guarantor from such Guarantor’s obligations under the applicable Guaranty or all or any substantial part substantially all of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) Documents or (xiiv) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all LendersBanks. No provision provisions of Section 12 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing LenderBank.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by the Company and by Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent (a) shall change the Pro Rata Share of amend, modify or waive any Lender condition precedent to any Credit Extension without the consent of such Lender. No amendment, modification, waiver Lenders holding 100% of the Commitments or consent (b) shall (i) extend or increase the Revolving Commitment Amount or the Acquisition Commitment Amountamount of any Commitment, (ii) extend the date for payment of any principal of or interest on the Loans Credit Extensions or any fees payable hereunder, (iii) reduce the principal amount of any LoanCredit Extensions, the rate of interest or discount thereon or any fees payable hereunder, (iv) release the any Person from its obligations under any Guaranty or all or release any substantial part of the collateral Collateral granted under the Collateral Documents, Documents except Collateral having a fair market value of less than $5,000,000 in the aggregate or as otherwise permitted under this Agreement or the Collateral Documents or (v) amend change the definition of Approved Acquisition or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend Required Lenders or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent or amend this Section 14.1 without, in each case, the consent of all Lenders. No provision provisions of Section 12 or other provision of this Agreement affecting the Agent in its capacity as such 13 shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights aggregate amount of Letters of Credit that may be issued, Section 2.6, 2.7, 2.8, 2.9, 2.12(d), 5.7(b) or duties of the Issuing Lender in its capacity as such 5.7(d) shall be amended, modified or waived without the consent of the Issuing LenderBank. No provision relating to Section 3 shall be amended, modified or waived without the consent of the Canadian Lenders.

Waiver; Amendments. No delay on the part of the any Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders having an aggregate Pro Rata Share Applicable Percentage of not less than the aggregate Pro Rata Share Applicable Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required LendersLenders and, in the case of an amendment or other modification, Borrower and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) increase extend the Revolving Commitment Amount scheduled maturity date or the Acquisition Commitment Amount, (ii) payment date of any principal of any Loan or extend the date for payment of any principal interest (other than waivers of default interest), fees or interest prepayment premiums on the Loans or any fees Loan payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon (other than the waiver of default interest or the application thereof) or any fees payable hereunder, or (iviii) release the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(bany Guarantor from its obligations under the applicable Guaranty (other than with respect to a Guarantor which ceases to be required to provide a Guaranty as a result of a transaction permitted hereunder) or (xiy) all or substantially all of the Collateral, without, in the case of each of clauses (i) through (iii) above, the consent of each Lender affected thereby. No amendment, modification, waiver or consent shall (i) amend this Section 14.1 or (ii) reduce the aggregate Pro Rata Share Applicable Percentage required to effect an amendment, modification, waiver or consent without, in each case, or change the definition of “Required Lenders” without the consent of all Lenders. No provision of Section 12 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall may be amended, modified or waived without the consent of the Administrative Agent. No provision of Section 13 or other provision of this Agreement relating to adversely affecting the rights or duties of the Issuing Lender Collateral Agent in its capacity as such shall may be amended, modified or waived without the consent of the Issuing LenderCollateral Agent. No provision of Section 13 or other provision of this Agreement adversely affecting BMO Capital Markets, in its capacity as a Joint Lead Arranger, may be amended, modified or waived without the consent of BMO Capital Markets. Notwithstanding anything to the contrary herein, this Agreement and the other Loan Documents may be amended with the written consent of only the Administrative Agent and the Borrower to the extent necessary in order to evidence and implement any Incremental Term Loans pursuant to Section 2.3. If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by the fourth sentence of this Section 14.1, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below in this sentence, to replace each such non-consenting Lender or Lenders with one or more Eligible Assignees as replacement Lenders, so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amountof any Bank, (ii) extend the any scheduled date for payment of any principal of or interest on the Loans any Loan or any fees payable hereunder, hereunder or (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without, in each case, the consent of each Bank directly affected thereby; and no amendment, modification, waiver or consent shall (ivw) release the Guaranty or all or any substantial part of the collateral granted Company from its obligations under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements its guarantee set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings15, (x) amendrelease all or substantially all of the Subsidiaries party thereto from the Subsidiary Guaranty, modify (y) change any provision of this Section or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent or (z) change any provision of Section 7.6, without, in each case, the consent of all LendersBanks. No provision provisions of Section 12 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing LenderBank. No provision of this Agreement affecting the Swing Line Bank in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Bank. If any Bank does not consent to a proposed amendment, modification, waiver or consent with respect to any Loan Document that requires the consent of each Bank and that has been approved by the Required Banks, the Company may replace such non-consenting Bank (a “Non-Consenting Bank”) in accordance with Section 8.7(b); provided that such amendment, modification, waiver or consent can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Company to be made pursuant to this paragraph).

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Lenders having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Lender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, Documents or (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Lenders. No provision of Section 12 13 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.