Published CUSIP Number (Deal):   35644NAG2

Published CUSIP Number (Floor Plan Facility):   35644NAJ6

Published CUSIP Number (Revolving Credit Facility):   35644NAK3

Published CUSIP Number (Letter of Credit Facility):   35644NAH0

SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of December 12, 2017

among

FREEDOMROADS, LLC,

as the Company and a Borrower

Together with certain Subsidiaries of the Company listed from time to time on Schedule 1.00 attached hereto as Borrowers or that become Borrowers pursuant to Section 6.15(a) hereof,

BANK OF AMERICA, N.A.,

as Administrative Agent and L/C Issuer,

and

THE OTHER LENDERS PARTY HERETO

TABLE OF CONTENTS

SCHEDULES:

EXHIBITS Form of:

SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

This SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT  (“ Agreement ”) is entered into as of December 12, 2017, among FREEDOMROADS, LLC , a Minnesota limited liability company (the “ Company ”), the Subsidiaries of the Company listed from time to time on Schedule 1.00 attached hereto or that become Borrowers pursuant to Section 6.15(a)(i) (in each case, such Subsidiaries together with the Company, being referred to collectively as the “ Borrowers ” and each individually as a “ Borrower ”), each lender from time to time party hereto (collectively, the “ Lenders ” and each individually, a “ Lender ”), and BANK OF AMERICA, N.A.  (“ Bank of America ”), as Administrative Agent and L/C Issuer.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

RECITALS

A. The Company, the other Borrowers party thereto, the lenders party thereto and Bank of America, as Administrative Agent thereunder, were parties to that certain Sixth Amended and Restated Credit Agreement dated as of August 12, 2015 (as amended prior to the date hereof, the “ Existing Credit Agreement ”).

B. The Company and the other Borrowers party thereto and hereto have requested that the Existing Credit Agreement be amended and restated on the terms and conditions contained in this Agreement (the “ Seventh Amendment and Restatement ”).

C. The Company, the other Borrowers, the Lenders, the Administrative Agent and the L/C Issuer have agreed to and desire to amend and restate the Existing Credit Agreement on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE , in consideration of the mutual provisions, covenants and agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01      Amendment and Restatement; Allocations .    In order to facilitate the Seventh Amendment and Restatement and otherwise to effectuate the desires of the Company, the other Borrowers party hereto, the Administrative Agent and the Lenders:

(a)     Each of the Company, each Borrower and each other Loan Party, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Borrowers and each other Loan Party, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters

related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.

(b)     Notwithstanding any other provisions of this Seventh Amendment and Restatement, including anything in this Section 1.01 , or of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “ Existing Credit Documents ”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement and other Existing Credit Documents shall continue as Obligations hereunder, and (ii) each of this Agreement and the Floor Plan Notes and any other Loan Documents (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and obligations of the Company and the other Borrowers under the Existing Credit Agreement or any Existing Credit Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Existing Credit Documents or any obligations thereunder.  Upon the effectiveness of this Agreement:

(i)     all floor plan loans owing by the Company or any other Borrower and outstanding under the Existing Credit Agreement (collectively, the “ Existing Floor Plan Loans ”) shall continue as Floor Plan Loans hereunder and shall constitute advances hereunder; and

(ii)     all letters of credit outstanding under the Existing Credit Agreement and any of the Existing Credit Documents (collectively, the “ Existing Letters of Credit ”) shall continue as Letters of Credit hereunder; and

(iii)     all L/C advances outstanding under the Existing Credit Agreement and any of the Existing Credit Documents (collectively, the “ Existing L/C Advances ”) shall continue as L/C Advances hereunder.

(c)     The parties acknowledge that on the Effective Date, immediately prior to the effectiveness of the Seventh Amendment and Restatement,  the Commitments and Applicable Percentages for each of the Lenders were as set forth on Schedule 1.01-A of Schedule 1.01 attached hereto.

(d)     The Lenders agree to change their respective Floor Plan Commitments and Letter of Credit Commitments on the Effective Date, so that as of the Effective Date (upon the effectiveness of the Seventh Amendment and Restatement), the Floor Plan Commitment and Letter of Credit Commitment of each Lender shall be as set forth on Schedule 1.01-B of Schedule 1.01 attached hereto.  The portion of the Floor Plan Loans and Letter of Credit Facility Exposure outstanding on the Effective Date shall be reallocated in accordance with such Applicable Percentages and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender,  with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions.

Notwithstanding anything to the contrary in Section 10.06 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption.  On the Effective Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments, such that after giving effect to such settlements, each Lender’s Applicable Percentage with respect to the Floor Plan Facility and the Letter of Credit Facility shall be as set forth on Schedule 1.01-B of Schedule 1.01 .

1.02      Defined Terms .  As used in this Agreement, the following terms shall have the meanings set forth below:

“ Acceptable Bank ” means any bank or trust company (i) organized under the laws of the United States of America or any state thereof, (ii) that has capital, surplus and undivided profits aggregating at least $250,000,000, and (iii) whose long-term unsecured debt obligations (or the long-term unsecured debt obligations of the bank holding company owning all of the Equity Interests of such bank or trust company) shall have been given a rating of “A” or better by S&P, and “A2” or better by Moody’s.

“ Acceptable Broker-Dealer ” means any Person other than a natural person (i) which is registered as a broker or dealer pursuant to the Securities Exchange Act of 1934, and (ii) whose long-term unsecured debt obligations shall have been given a rating of “A” or better by S&P, and “A2” or better by Moody’s.

“ Accounts ” means all of each Loan Party’s now owned or hereafter acquired or arising accounts receivable evidencing the right of any Loan Party to payment for Floor Plan Vehicles or Units, or other inventory sold or leased (whether or not evidenced by instruments, notes, drafts, acceptances, documents, or chattel paper), whether or not earned by performance.

“ Account Control Documentation ” means any agreement in form and substance satisfactory to the Administrative Agent, entered into by the Administrative Agent, any Loan Party and a Third Party Bank with respect to a lockbox, deposit or other account maintained by any Borrower with such Third Party Bank, to give the Administrative Agent “control” (as defined in §9-104 of the UCC) over such account.

“ Account Debtor ” means each Person obligated in any way on or in connection with an Account.

“ Acquisition ” means the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, any Person that, upon the consummation thereof, will be wholly-owned directly by a Loan Party (including as a result of a merger or consolidation).

“ Additional Insureds ” has the meaning specified in Section 6.05(a) .

“ Adjustment Date ” has the meaning specified in Section 2.14(a) .

“ Administrative Agent ” means Bank of America in its capacity as Administrative Agent under any of the Loan Documents, or any successor Administrative Agent.

“ Administrative Agent’s Account ” means Bank of America, N.A. Account Number: 3751815004.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify to the Company and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit K-2 or any other form approved by the Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agent Parties ” has the meaning specified in Section 10.02(c) .

“ Agent’s Report ” has the meaning specified in Section 2.17 .

“ Agreement ” means this Credit Agreement.

“ A.M. Best ” has the meaning specified in Section 6.05(a) .

“ Applicable Curtailment Date ” means, with respect to any Floor Plan Vehicle or Unit and a Floor Plan Loan relating to such Floor Plan Vehicle or Unit, the date that a curtailment payment is due based on the following methodology:  The phrase “Applicable Curtailment Date” is typically followed by a numeral, which represents the number of days after the Applicable Starting Date for the Floor Plan Vehicle or Unit.  For example, “Applicable Curtailment Date 365” refers initially to a date (a “ Target Date ”) that is 365 days after the date of the Applicable Starting Date for the Floor Plan Vehicle or Unit.  However, the Target Date is not necessarily the actual payment date.  The actual curtailment payment date is the 15th day of the month following the calendar month that contains the Target Date.  Again, as an example, if the Applicable Starting Date for a Floor Plan Vehicle or Unit was January 20, 2018, then “Applicable Curtailment Date 365” for that unit would be February 15, 2019.

 “ Applicable Percentage ” means, the following, subject to adjustment as provided in Section 2.21 , (a) in respect of the Letter of Credit Facility (including in respect of any Letters of Credit issued thereunder and each L/C Lender’s obligation to purchase an irrevocable and unconditional participation in each such Letter of Credit), with respect to any L/C Lender at any time, the percentage (carried out to the ninth decimal place) of the Letter of Credit Facility represented by such L/C Lender’s Letter of Credit Commitment at such time, (b) in respect of the Floor Plan Facility, with respect to any Floor Plan Lender at any time, the percentage (carried out to the ninth decimal place) of the Floor Plan Facility represented by such Floor Plan Lender’s Floor Plan Commitment, and (c) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit

Commitment.  If the obligation of the L/C Issuer to make L/C Credit Extensions, the commitment of each Floor Plan Lender to make Floor Plan Loans or the commitment of each Revolving Credit Lender to make Revolving Credit Loans have been terminated pursuant to Section 8.02 or if the Floor Plan Commitments have expired, then the Applicable Percentage of each L/C Lender in respect of the Letter of Credit Facility, or each Floor Plan Lender in respect of the Floor Plan Facility, or each Revolving Credit Lender in respect of the Revolving Credit Facility, shall be determined based on the Applicable Percentage of such Lender in respect of such Facility most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 1.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“ Applicable Rate ” means, from time to time:  (a) with respect to Floor Plan Loans, the Floor Plan Applicable Rate, (b) with respect to L/C Borrowings, 1.50%, (c) with respect to Letter of Credit Fees, 2.25% per annum, (d) with respect to Revolving Credit Loans that are Floating LIBOR Rate Loans, 2.40% and (e) with respect to Revolving Credit Loans that are Base Rate Loans, 0.90%.

“ Applicable Starting Date ” means:

(a) in the case of any Eligible New Floor Plan Unit, Specified New Floor Plan Unit, Eligible Rental Floor Plan Unit or Permitted Company Vehicle, the date of the original invoice for such Floor Plan Vehicle or Unit; and

(b) in the case of any Eligible Used Floor Plan Unit or Eligible Used Vehicle, the date of advance of the applicable Floor Plan Loan with respect to such Floor Plan Vehicle or Unit.

“ Appropriate Lender ” means, at any time, (a) with respect to the Floor Plan Facility, a Lender that has a Commitment with respect to such Facility or holds a Floor Plan Loan, (b) with respect to the Letter of Credit Facility, (i) the L/C Issuer and (ii) if any Existing Letters of Credit are outstanding or any Letters of Credit have been issued pursuant to Section 2.01 , an L/C Lender and (c) with respect to the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Revolving Credit Loan.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arranger ” means Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), in its capacity as sole lead arranger and sole bookrunner.

“ Asset Disposition ” means any Transfer except a Transfer (so long as such Transfer is permitted under the Collateral Documents) made in the ordinary course of business and involving (i) only property that is inventory held for sale or lease or chattel paper related to the sale or lease

of such inventory or (ii) de minimis Transfers of damaged or obsolete property of any of the Loan Parties.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates or one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit K-1 or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.

“ Attributable Indebtedness ” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capital Lease.

“ Audited Financial Statements ” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2016, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto.

“ Availability Period ” means:

(a)     in the case of the Letter of Credit Facility, the period from and including the Effective Date to the Maturity Date;

(b)     in the case of the Floor Plan Facility, the period from and including the Effective Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Floor Plan Commitments pursuant to Section 2.10 , and (iii) the date of termination of the commitment of each Floor Plan Lender to make Floor Plan Loans pursuant to Section 8.02 ; and

(c)     in the case of the Revolving Credit Facility, the period from and including the Effective Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Revolving Credit Commitments pursuant to Section 2.10 , and (iii) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans pursuant to Section 8.02 .

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank of America ” means Bank of America, N.A. and its successors.

“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus ½ of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Floating LIBOR Rate plus 1.75%.  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“ Borrower ” and “ Borrowers ” have the meanings specified in the introductory paragraph hereto.

“ Borrower Materials ” has the meaning specified in Section 6.01 .

“ Borrowers’ Liabilities ” has the meaning specified in Section 2.19(a) .

“ Borrowing ” means a Floor Plan Borrowing or a Revolving Credit Borrowing.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located, and if such day relates to any Floating LIBOR Rate Loan, means any such day that is also a London Banking Day.

“ Capital Expenditures ” means, for any Person for any period of determination thereof, (a) all net expenses incurred during such period by such Person in connection with capital replacements, additions, renewals or improvements to any of the capital assets of such Person which are required to be capitalized on the books and accounts of such Person in accordance with GAAP, and (b) the amount of Capital Lease Obligations paid by such Person during such period; provided ,   however , Capital Expenditures shall not include (i) expenditures for fixed assets acquired in connection with an Acquisition permitted by Section 7.04(c) , or (ii) the acquisition of any Permitted Company Vehicles if such Permitted Company Vehicles are financed with Floor Plan Loans.

“ Capital Lease ” means, with respect to any Person, any lease by that Person which requires such Person to concurrently recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

“ Capital Lease Obligation ” means, with respect to any Person and a Capital Lease, the amount of the obligations of such Person as the lessee under such Capital Lease that would, in accordance with GAAP, appear as a liability on a balance sheet of such Person.

“ Cash Collateralize ” means to deposit in a Controlled Account or to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer and the Lenders, as collateral for L/C Obligations or obligations of the Lenders to make L/C Advances, cash or deposit account balances, or, if the Administrative Agent and the L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, purchasing card, electronic funds transfer and other cash management arrangements.

“ Cash Management Bank ” means any Person that, (a) at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement, in each case in its capacity as a party to such Cash Management Agreement.

“ Change in Control ” means an event or series of events by which:

(i)        (A)     the Parent does not own, directly or indirectly, 100% of the Equity Interests of FRI, or

(B)     (1) the Equity Interests of Parent owned, directly or indirectly, by the Permitted Holders shall (on a fully diluted basis after giving effect to the exercise of any outstanding rights or options to acquire Equity Interests of Parent) cease to constitute at least 26% of the Voting Equity Interests of the Parent,   provided that , (2) if the Parent is managed by the Controlled Managing Member and the Controlled Managing Member owns, directly or indirectly, 100% of the Voting Equity Interests of the Parent, no “Change in Control” shall exist under clause (i)(B)(1) so long as the Equity Interests of the Controlled Managing Member owned, directly or indirectly, by the Permitted Holders (on a fully diluted basis after giving effect to the exercise of any outstanding rights or options to acquire Equity Interests of the Controlled Managing Member) constitute at least 26% of the Voting Equity Interests of the Controlled Managing Member;

(ii)        any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than the Permitted Holders, the Controlled Managing Member or Crestview becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such

person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “ option right ”)), directly or indirectly, of 25% or more of the Voting Equity Interests of Parent on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right); provided that at no time shall Crestview have, directly or indirectly, a larger percentage of the Voting Equity Interests of Parent (on a fully-diluted basis, and taking into account all such Equity Interests that Crestview (or any Person Controlled by Crestview) has the right to acquire pursuant to any option right) than the Permitted Holders;

(iii) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of FRI  cease to be composed of individuals (A) who were members of that board or equivalent governing body on the first day of such period, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or

(iv) there is consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company or any of its subsidiaries to any Person or group of Persons, together with any Affiliates thereof other than to the Permitted Holders; or

(v) FRI fails to own directly 100% of the Equity Interests of the Company; or

(vi) the direct or indirect holders of Equity Interests of the Company approve any plan or proposal for the liquidation or dissolution of the Company.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Code ” means the Internal Revenue Code of 1986.

“ Collateral ” means all of the “ Collateral ” referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

“ Collateral Documents ” means, collectively, the Security Agreement, the Pledge Agreement, each of the mortgages, collateral assignments, security agreements, pledge agreements or other similar agreements (including any supplemental agreements or joinder agreements with respect thereto) delivered to the Administrative Agent pursuant to Section 6.15 , and each of the other agreements, instruments or documents that creates, perfects, or purports to create or perfect a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“ Commitment ” means at any time with respect to any Lender, such Lender’s Letter of Credit Commitment, Floor Plan Commitment and/or Revolving Credit Commitment, as the context may require.  “ Commitments ” collectively means each Commitment of all the Lenders.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq .), as amended from time to time, and any successor statute.

“ Company ” has the meaning specified in the introductory paragraph.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit B .

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated Current Ratio ” means, at any time, the ratio of Current Assets to Current Liabilities.

“ Consolidated EBITDAR ” means for any period of determination, for the Company and its Subsidiaries on a consolidated basis, Net Income for such period, plus , to the extent deducted in the determination of Net Income and without duplication with items included in the adjustments under GAAP to Net Income in the determination of net income, (a) income tax liability for such period (calculated as if the Company were a “C” corporation for income tax purposes), (b) Interest Expense other than Floor Plan Interest Expense, (c) noncash income or charges, including depreciation and amortization expenses, (d) net rents (excluding non-cash capitalized or deferred rents as required under FASB ASC 840-10, 840-20 and 420-10), and (e) noncash charges related to the cooperative resource fee owed by FR Holdings as described in the Audited Financial Statements.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Controlled Account ” means any account listed on Schedule 5.21 that is maintained with Bank of America or identified by the Administrative Agent as an account that is or shall be subject to Account Control Documentation pursuant to this Agreement or any other Loan Document.

“ Controlled Deposit Accounts ” has the meaning specified in Section 6.11 .

“ Controlled Managing Member ” means Camping World Holdings, Inc., a Delaware corporation, so long as Camping World Holdings, Inc. satisfies each of the following conditions:  (a) it is the sole managing member or sole manager of Parent, (b) it controls all of the operational affairs and decision-making of Parent and (c) the Permitted Holders and Crestview, collectively, have the right to elect or appoint a majority of the members of the board of directors of Camping World Holdings, Inc.

“ Credit Extension ” means each of the following:  (a) a Floor Plan Borrowing, (b) an L/C Credit Extension, and (c) a Revolving Credit.

“ Crestview ” means Crestview Partners II, L.P. and its Affiliates.

“ Current Assets ” means the sum of cash, liquid assets, contracts in transit, accounts receivable (excluding amounts due from officers, equity holders, affiliates and employees) and inventory (including, without limitation, rental units and other Eligible Floor Plan Vehicles or Units) (valued at the lower of cost or market) of the Company and its Subsidiaries plus 100% of the LIFO Reserve, all determined on a consolidated basis in accordance with GAAP.

“ Current Liabilities ” means, at any time, the consolidated total liabilities of the Company and its Subsidiaries that would be shown as current liabilities on a balance sheet of the Company and its Subsidiaries (including Floor Plan Loans) prepared on a consolidated basis in accordance with GAAP at such time, excluding any current liabilities (i) that constitute L/C Borrowings or (ii) expressly subordinated in right of payment to the Obligations owing to the Secured Parties, plus 40% of the LIFO Reserve;   provided that, for purposes of calculating the Consolidated Current Ratio as of any time within one year prior to the Maturity Date, not more than $7,000,000 of outstanding Revolving Credit Loans hereunder shall be counted as Current Liabilities.

“ Daily Loan Balance ” has the meaning specified in Section 2.17(a)(i) .

“ Debt ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and not past due for more than 30 days);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse, provided if such Person shall not have assumed or otherwise become liable for such liability, the amount of such liability shall be the then Fair Market Value of such property;

(f) all Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations of such Person;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h) all Guaranties of such Person in respect of any of the foregoing.

For all purposes hereof, the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the swap termination value thereof as of such date.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means (a) when used with respect to Floor Plan Loans and other Obligations, (other than L/C Borrowings, Letter of Credit Fees and Revolving Credit Loans), an interest rate equal to (i) the Base Rate plus (ii) the Floor Plan Applicable Rate applicable to Base Rate Loans determined based upon Pricing Level IV as set forth in the table in the definition of “Floor Plan Applicable Rate” (including any additional amounts added thereto pursuant to clause (i) of the definition of “Floor Plan Applicable Rate”)   plus (iii) 3% per annum; (b) when used with respect to L/C Borrowings, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate plus (iii) 3% per annum; (c) when used with respect to Letter of Credit Fees, an interest rate equal to (i) the Applicable Rate, plus (ii) 3% per annum; and (d) when used with respect to Revolving Credit Loans, an interest rate equal to (i) the Base Rate plus (ii) the Revolving Credit Applicable Rate applicable to Base Rate Loans plus (iii) 3% per annum.

“ Default Rate Notice ”   has the meaning specified in Section 2.12(c) .

“ Defaulting Lender ” means, subject to Section 2.21(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and any Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, or any other Lender any other amount required to be paid by it hereunder (including in respect of its obligation to make L/C Advances or otherwise participate in Letters of Credit) within two Business Days of the date when due, (b) has notified any Borrower, the Administrative Agent or the L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or any Borrower, to confirm in writing to the Administrative Agent and any Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and any Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action;   provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(b) ) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to any Borrower, the L/C Issuer, and each other Lender promptly following such determination.

“ Designated Jurisdiction ” means any region, country or territory to the extent that such region, country or territory itself is the subject of any Sanction.

 “ Deposit Account ” means an account listed on Schedule 5.21 that is used by a Loan Party as a deposit account in the ordinary course of the business of such Loan Party.

“ Disputed Existing Loan ” has the meaning specified in Section 4.01(a)(xi) .

“ Documentation Agent ” has the meaning specified in Section 6.03(c) .

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the Laws of (a) the District of Columbia or (b) any state of the United States.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Effective Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 .

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii) ).

“ Eligible Floor Plan Vehicle or Unit ” means any Eligible New Floor Plan Unit, Specified New Floor Plan Unit, Eligible Used Floor Plan Unit, Eligible Rental Floor Plan Unit, Eligible Used Vehicle or Permitted Company Vehicle.

“ Eligible Forest River New/Rental Vehicle or Unit ” means an Eligible New Floor Plan Unit, Specified New Floor Plan Unit, Eligible Rental Floor Plan Unit or Permitted Company Vehicle that, in each case, is manufactured or supplied by Forest River.

“ Eligible New/Rental Floor Plan Loans ” has the meaning specified in Section 2.03(a) .

“ Eligible New Floor Plan Unit ” means any Floor Plan Unit of any Borrower that is new and unused, including, without limitation, any Floor Plan Unit purchased by any Borrower from another dealer of Floor Plan Units, provided that any such Floor Plan Unit so purchased shall be subject to an Eligible Repurchase Agreement, and in any case, that the Administrative Agent, in its sole discretion, deems to be an Eligible New Floor Plan Unit; provided that in no event shall any Floor Plan Unit be deemed an Eligible New Floor Plan Unit unless all representations and warranties set forth in the Collateral Documents with respect to such Floor Plan Unit are true and correct and such Floor Plan Unit:

(a) is an asset to which a Borrower has good and marketable title, is freely assignable, and is subject to a perfected, first priority Lien in favor of the Administrative Agent free and clear of any other Liens;

(b) is located at any of the facilities listed on Schedule 5.10 or such other locations as are approved in writing by the Administrative Agent and, in the case of facilities not owned by a Borrower, that are at all times subject to landlord waiver agreements in form and substance satisfactory to the Administrative Agent;

(c) is a Class A, Class B, or Class C recreational vehicle and/or towable as classified by the Recreational Vehicle Industry Association and is of the then current model year or the previous model year;

(d) has not been owned or held by any Borrower or, if applicable, any dealer from whom any Borrower purchased such Floor Plan Unit for a combined period (including the sum of any periods of ownership by any Borrower or any such dealer) of more than 24 months; and

(e) is not obsolete or slow moving, and is of good and merchantable quality and complies in all respects with all governmental standards applicable thereto, free from any defects that might adversely affect the market value thereof.

“ Eligible Parts Inventory ” means the net book value of all parts and accessories inventory of any of the Loan Parties on which the Administrative Agent holds a perfected, first priority Lien, which inventory meets the eligibility criteria requirements of the Administrative Agent.

“ Eligible Rental Floor Plan Unit ” means, from the time at which any Borrower designates such Floor Plan Unit as an Eligible Rental Floor Plan Unit, any Floor Plan Unit of any Borrower that is held by any Borrower for short-term rentals to consumers or as a demonstration unit and which the Administrative Agent, in its sole discretion, deems to be an Eligible Rental Floor Plan Unit; provided that in no event shall any Floor Plan Unit be deemed an Eligible Rental Floor Plan Unit unless all representations and warranties set forth in the Collateral Documents with respect to such Floor Plan Unit are true and correct and such Floor Plan Unit:

(a) is an asset to which a Borrower has good and marketable title, is freely assignable, and is subject to a perfected, first priority Lien in favor of the Administrative Agent free and clear of any other Liens;

(b) is located at any of the facilities listed on Schedule 5.10 , or such other locations as are approved in writing by the Administrative Agent and, in the case of facilities not owned by a Borrower, that are at all times subject to landlord waiver agreements in form and substance satisfactory to the Administrative Agent;

(c) is a Class A, Class B, or Class C recreational vehicle and/or towable as classified by the Recreational Vehicle Industry Association and is of the then current model year or the previous seven model years;

(d) has not been owned or held by any Borrowers for more than 36 months;

(e) has an odometer reading of no greater than 65,000 miles; and

(f) is not obsolete or slow moving, and is of good and merchantable quality and complies in all respects with all governmental standards applicable thereto, free from any defects that might adversely affect the market value thereof.

“ Eligible Repurchase Agreement ” means an agreement between the Administrative Agent and a manufacturer or supplier of Floor Plan Units to any Borrower (or a manufacturer or supplier of Floor Plan Units to another dealer that subsequently sold such Floor Plan Units to any Borrower) providing for such manufacturer's or supplier’s agreement to repurchase from such Borrower the Floor Plan Units sold to such Borrower by such manufacturer, supplier or other dealer (whether such Floor Plan Units are held for sale by such Borrower or held by such Borrower as rental units) on such terms and conditions as are acceptable to the Administrative Agent in its sole discretion.

“ Eligible Used Floor Plan Loan ” is defined in Section 2.03(b) .

“ Eligible Used Floor Plan Unit ” means any Floor Plan Unit of any Borrower that is used (i.e., a Floor Plan Unit that has been previously sold at retail, has been registered, documented or titled in any state or jurisdiction, or has been purchased or acquired by such Borrower from a source other than the manufacturer, including trade-in inventory), or any Floor Plan Unit that is new and unused but otherwise does not meet the conditions for being an Eligible New Floor Plan Unit, and, in any case, that the Administrative Agent, in its sole discretion, deems to be an Eligible Used Floor Plan Unit; provided that in no event shall any Floor Plan Unit be deemed an Eligible Used Floor Plan Unit unless all representations and warranties set forth in the Collateral Documents with respect to such Floor Plan Unit are true and correct and such Floor Plan Unit:

(a) is an asset to which a Borrower has good and marketable title, is freely assignable, and is subject to a perfected, first priority Lien in favor of the Administrative Agent free and clear of any other Liens;

(b) is located at any of the facilities listed on Schedule 5.10 , or such other locations as are approved in writing by the Administrative Agent and, in the case of facilities not owned by a Borrower, that are at all times subject to landlord waiver agreements in form and substance satisfactory to the Administrative Agent;

(c) is a Class A, Class B, or Class C recreational vehicle and/or towable as classified by the Recreational Vehicle Industry Association and is (at the time of any Floor Plan Loan with respect thereto) of the then current model year or the previous twelve model years; and

(d) is not obsolete or slow moving, and is of good and merchantable quality and complies in all respects with all governmental standards applicable thereto, free from any defects that might adversely affect the market value thereof.

“ Eligible Used Vehicle ” means any Floor Plan Used Vehicle of any Borrower that is held for sale in the ordinary course of such Borrower’s business; provided that in no event shall any Floor Plan Used Vehicle be deemed an Eligible Used Vehicle unless all representations and warranties set forth in the Collateral Documents with respect to such Floor Plan Used Vehicle are true and correct and such Floor Plan Used Vehicle:

(a) is an asset to which a Borrower has good and marketable title, is freely assignable, and is subject to a perfected, first priority Lien in favor of the Administrative Agent free and clear of any other Liens;

(b) is properly titled in such Borrower’s name or the certificate of title for such Used Vehicle is endorsed in blank by the prior owners and such Borrower holds such certificate of title (or such Borrower has, in accordance with its standard policies and procedures, initiated the process by which the requirements of this clause (b) will be satisfied);

(c) is located at any of the facilities listed on Schedule 5.10 , or such other locations as are approved in writing by the Administrative Agent and, in the case of facilities not owned by a Borrower, that are at all times subject to landlord waiver agreements in form and substance satisfactory to the Administrative Agent;

(d) is of the then current model year or the previous five model years;

(e) has an odometer reading of less than 75,000 miles; and

(f) is not obsolete or slow moving, and is of good and merchantable quality and complies in all respects with all governmental standards applicable thereto, free from any defects that might adversely affect the market value thereof.

“ Eligible Warranty Claim Receivables ” means the book value of claims arising from warranty service work to the extent such claims have been outstanding for 120 days or less.

“ Employee Benefit Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Company or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrowers, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure

to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Holder ” has the meaning specified in the definition of Permitted Tax Distribution.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ ERISA ”  means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Obligated Party nor any ERISA Affiliate from a Pension Plan subject to Section 4063 during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligated Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon  the Borrower or any ERISA Affiliate.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Eurodollar Reserve Percentage ” means the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with

respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).  The Floating LIBOR Rate for each outstanding Floating LIBOR Rate Loan, as applicable, shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excluded Swap Obligation ” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, the joint and several liability of such Loan Party for, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guaranty thereof or joint and several liability therefor) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.21 and any other “keepwell, support or other agreement” for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, the joint and several liability of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty, liability or security interest is or becomes excluded in accordance with the first sentence of this definition.  The parties hereto agree that if any Loan Party has granted a Lien on any Collateral of such Loan Party pursuant to any Collateral Document, the obligations secured by such Lien shall exclude any Excluded Swap Obligation with respect to such Loan Party, and such Collateral Document is hereby amended to effect such exclusion.

“ Excluded Taxes ”  means any of the following Taxes imposed on or with respect to any Recipient  or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13 ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or (c) , amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“ Existing Credit Agreement ” has the meaning specified in the recitals hereto.

“ Existing Credit Documents ” has the meaning specified in Section 1.01(b) .

“ Existing Floor Plan Loans ”  has the meaning specified in Section 1.01(b)(i) .

“ Existing L/C Advances ” has the meaning specified in Section 1.01(b)(iii) .

“ Existing Letters of Credit ” has the meaning specified in Section 1.01(b)(ii) .  Each of the Existing Letters of Credit is referenced on Schedule 1.02-A attached hereto, provided that the failure to list any Existing Letter of Credit on Schedule 1.02-A shall not prevent such letter of credit from being an Existing Letter of Credit hereunder.

“ Facility ” means the Letter of Credit Facility, the Floor Plan Facility or the Revolving Credit Facility, as the context may require.

“ Facility Subordination Agreement ” means any written agreement between the Administrative Agent, on behalf of the Secured Parties, and any third party creditor (an “ Other Creditor ”) of any Obligated Party, subordinating (a) the Liens on all or substantially all of the Collateral granted to the Administrative Agent by the Collateral Documents to Liens on such Collateral held by such Other Creditor or (b) all or substantially all of the Obligations owed to Secured Parties under the Loan Documents to the indebtedness owed to such Other Creditor by the Obligated Parties.  For the avoidance of doubt, the consent by the Required Lenders to Liens on any Collateral shall not, without more, constitute a Facility Subordination Agreement, even if such Liens have priority over any Lien of the Administrative Agent under applicable Law.

“ Fair Market Value ” means, at any time and with respect to any Property, the sale value of such Property that would be realized in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell).

“ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1).

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” means the letter agreement dated October 23, 2017 between the Company and the Administrative Agent.

“ FEMA ” means the United States Federal Emergency Management Agency and any successor agency.

“ Fixed Charge Coverage Ratio ” means the ratio of (a) Consolidated EBITDAR less non-financed Capital Expenditures to (b) Fixed Charges, calculated as of the end of each month based upon the twelve consecutive months ended on such date of determination.

“ Fixed Charges ” means, for any period of determination, for the Company and its Subsidiaries on a consolidated basis, without duplication, the sum of (i) cash Interest Expense (other than cash interest paid on Floor Plan Debt), (ii) net rents (excluding non-cash capitalized or deferred rents as required under FASB ASC 840-10, 840-20 and 420-10), (iii) income tax liability for such period (calculated as if the Company were a “C” corporation for income tax purposes), and (iv) scheduled principal payments of Debt (excluding scheduled principal payments of Subordinated Debt not paid in cash).

“ FLAIR Account ” has the meaning specified in Section 2.04(a) .

“ FLAIR Reduction ” has the meaning specified in Section 2.04(c) .

“ Floating LIBOR Rate ” means a rate per annum determined by the Administrative Agent pursuant to the following formula:

Where,

“ Floating LIBOR Base Rate ” means:

(a) for any interest calculation with respect to a Floating LIBOR Rate Loan, on any date, the rate per annum equal to the London Interbank Offered Rate (“ LIBOR ”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the most recent Adjustment Date occurring on or prior to such date, for Dollar deposits (for delivery on such Adjustment Date) with a term of one month commencing on such Adjustment Date;

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to the most recent Adjustment Date occurring on or prior to such date for U.S. Dollar deposits with a term of one month commencing on such Adjustment Date; and

(c) if the Floating LIBOR Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement;

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively feasible

for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

“ Floating LIBOR Rate Loan ” means a Loan bearing interest at the Floating LIBOR Rate.

“ Floor Plan Applicable Rate ” means, from time to time, the following percentages per annum, based upon the Consolidated Current Ratio as set forth below:

provided that (i)  commencing on the Effective Date, the Applicable Rate for Floor Plan Loans will be 2.15% in the case of Floor Plan Loans that are Floating LIBOR Rate Loans, and 0.6 5 % in the case of Floor Plan Loans that are Base Rate Loans and (ii) commencing in January 2018, the Applicable Rate for any month shall be determined by reference to the above grid and the Consolidated Current Ratio as set forth in the most recent monthly Compliance Certificate (each, a “ Monthly Compliance Certificate ”) received by the Administrative Agent pursuant to Section 6.02 delivered with the financial statements delivered pursuant to Section 6.01(a) for the monthly period then ended.  Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Current Ratio shall become effective as of the first day of the calendar month immediately following the date a Monthly Compliance Certificate is delivered pursuant to Section 6.02 ;   provided ,   however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level IV shall apply as of the first day of the calendar month after the date on which such Compliance Certificate was required to have been delivered until the first day of the calendar month after the date a Compliance Certificate is timely delivered (but nothing contained in this definition shall be deemed to waive any Default arising from the failure to deliver any Compliance Certificate when due).  Notwithstanding anything to the contrary contained in this definition, the determination of the Floor Plan Applicable Rate for any period shall be subject to the provisions of Section 2.14(b) .

“ Floor Plan Borrowing ” means a borrowing of Floor Plan Loans pursuant to Section 2.02 .

“ Floor Plan Borrowing Notice ” has the meaning specified in Section 2.03(b) .

“ Floor Plan Commitment ” means, for each Floor Plan Lender, (i) its obligation to make Floor Plan Loans to the Borrowers up to the amount set forth opposite such Lender’s name on Schedule 1.01 , under the caption “Floor Plan Commitment”, or opposite such caption in the

Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement, and (ii) its obligation to purchase and fund participations in Floor Plan Loans pursuant to Section 2.17 .

“ Floor Plan Debt ” means all secured Debt of the Company and its Subsidiaries incurred to finance Eligible Floor Plan Vehicles or Units under this Agreement.

“ Floor Plan Facility ” means, at any time, the aggregate amount of the Floor Plan Commitments of the Floor Plan Lenders at such time.

“ Floor Plan Facility Exposure ” means, as to any Floor Plan Lender at any time, the aggregate principal amount at such time of its outstanding Floor Plan Loans at such time

“ Floor Plan Interest Expense ” means that component of the Company’s aggregate Interest Expense, determined on a consolidated basis, attributable to Floor Plan Debt.

“ Floor Plan Lender ” means at any time, any Lender having a Floor Plan Commitment.

“ Floor Plan Loan ” has the meaning specified in Section 2.02(a) .

“ Floor Plan Note ” means a promissory note made by each Borrower in favor of a Floor Plan Lender evidencing Floor Plan Loans made by such Floor Plan Lender, substantially in the form of Exhibit A-1 .

“ Floor Plan Outstandings ” has the meaning specified in Section 2.04(c) .

“ Floor Plan Units ” means inventory of the Borrowers consisting of recreational vehicles and/or towables sold or leased by the Borrowers in the ordinary course of their businesses.  Floor Plan Units do not include supplies or spare parts inventory.

“ Floor Plan Vehicle or Unit ” means any Floor Plan Unit, Floor Plan Used Vehicle or Permitted Company Vehicle.

“ Floor Plan Used Vehicle ” means inventory of the Borrowers consisting of Used Vehicles sold by the Borrowers in the ordinary course of their businesses.  Floor Plan Used Vehicles do not include supplies or spare parts inventory.

“ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Forest River ” means Forest River, Inc. or any of its Subsidiaries.

“ FR Holdings ” means FreedomRoads Holding Company, LLC, a Minnesota limited liability company.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ FRI ” means FreedomRoads Intermediate Holdco, LLC, a Minnesota limited liability company.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“ Goodwill Amount ” has the meaning specified in Section 7.04(c)(i) .

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guarantee ” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Debt or other obligation of any other Person, whether or not such Debt or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Debt to obtain any such Lien).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if

not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“ Guarantors ” means, collectively, (a) the Holding Company Guarantors, (b) the Subsidiary Guarantors, and (c) with respect to (i) Obligations owing by any Loan Party or any Subsidiary of a Loan Party under any Hedge Agreement or any Cash Management Agreement and (ii) the payment and performance by each Specified Loan Party of its obligations under its Guarantee with respect to all Swap Obligations, each Borrower.

“ Guaranty ” means, collectively, the Holding Company Guaranty and the Subsidiary Guaranty.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Hedge Bank ” means any Person that, (a) at the time it enters into a Secured Hedge Agreement, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Swap Contract required or permitted under Article VI or VII , in each case in its capacity as a party to such Secured Hedge Agreement.

“ Holding Company Guaranty ” means that certain Fifth Amended and Restated Guaranty dated as of the date hereof made by FRI in favor of the Secured Parties, substantially in the form of Exhibit C , together with each Holding Company Guaranty Joinder Agreement (as defined in the Holding Company Guaranty) pursuant to Section 6.15 .

“ Holding Company Guarantor ” means, collectively, FRI and each other Intermediate Holding Company existing on the Effective Date and each future direct and indirect Intermediate Holding Company that shall be required to execute and deliver a Holding Company Guaranty Joinder Agreement (as defined in the Holding Company Guaranty) pursuant to Section 6.15 .

“ Hurricane Program ” means the sales and leasing program whereby Floor Plan Units will be (i) sold by the Company to FEMA or other state or federal agencies working under disaster relief programs, or (ii) leased by the Borrowers to non-governmental entities as temporary housing for persons affected by hurricanes in the United States from time to time, in each case in accordance with Sections 6.18 and 6.19 hereof and the other terms of this Agreement relating to such sales or leases.

“ Hurricane Program Lessees ” means the entities to which the Borrowers lease Floor Plan Units under the Hurricane Program in accordance with Section 6.19 and the other terms of this Agreement relating to the Hurricane Program for use of those units as temporary housing for persons affected by hurricanes in the United States from time to time.

“ Impacted Loans ” has the meaning specified in Section 3.03 .

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Indemnitee ” has the meaning specified in Section 10.04(b) .

“ Information ” has the meaning specified in Section 10.07 .

“ Interest Expense ” means, for any Person, determined on a consolidated basis, the sum of all interest on Debt paid or payable (including the portion of rents payable under Capital Leases allocable to interest, but excluding interest allowances from manufacturers/vendors) plus all original issue discount and other interest expense associated with Debt amortized or required to be amortized in accordance with GAAP.

“ Interest Payment Date ” means the fifteenth (15th) day of each month, or if such day falls on a day other than a Business Day, the next Business Day thereafter, and the Termination Date.

“ Intermediate Holding Company ” means each direct and indirect Subsidiary of FRI that is not a Subsidiary of the Company.

“ Investment ” means (a) any investment, made in cash or by delivery of property, by any Loan Party (i) in any Person, whether by acquisition of Equity Interests, Debt or other obligation or Security, or by loan, Guarantee, advance, capital contribution or otherwise (including pursuant to a merger with any Person that was not a Borrower prior to such merger), or (ii) in any Property, or (b) any Acquisition.

“ IRS ” means the United States Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Company (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ L/C Advance ” means, with respect to each L/C Lender, such Lender’s funding of its participation in any (a) Unreimbursed Amount or (b) L/C Borrowing in accordance with its Applicable Percentage, including any Existing L/C Advance.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by the Borrowers.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“ L/C Issuer ” means Bank of America in its capacity as issuer of Letters of Credit hereunder (including the Existing Letters of Credit), or any successor issuer of Letters of Credit hereunder.

“ L/C Lender ” means, at any time, any Lender that has a Letter of Credit Commitment at such time.

“ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all L/C Advances and Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07 .  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Lender ” has the meaning specified in the introductory paragraph hereto and shall include the L/C Lenders, the Floor Plan Lenders and the Revolving Credit Lenders, as the context requires.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent.

“ Letter of Credit ” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing Letters of Credit.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“ Letter of Credit Commitment ” means, as to each L/C Lender, its obligation to purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01 , under the caption “Letter of Credit Commitment”, or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Letter of Credit Expiration Date ” means the day that is five (5) days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“ Letter of Credit Facility ” means, at any time, the aggregate amount of the L/C Lenders’ Letter of Credit Commitments at such time, which shall not exceed $15,000,000 at any time.

“ Letter of Credit Facility Exposure ” means, as to any L/C Lender at any time, the aggregate principal amount at such time of its outstanding L/C Advances and such L/C Lender’s obligation to participate in any L/C Borrowing at such time.

“ Letter of Credit Fee ” has the meaning specified in Section 2.01(h) .

“ LIBOR ” has the meaning specified in the definition of Floating LIBOR Rate.

“ LIBOR Screen Rate ” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“ LIBOR Successor Rate ” has the meaning specified in Section 3.03(b)(i) .

“ LIBOR Successor Rate Conforming Changes ” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Adjustment Date, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Company).

“ LIFO Reserve ” means, as of any date of determination, the amount by which the book value of the inventory of the Company and its Subsidiaries, as reported on the consolidated and consolidating financial statements of the Company and its Subsidiaries as of such date, would be lower if the Company applied the first-in, first-out method, calculated in accordance with GAAP, to value such inventory as of such date.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan ” means an extension of credit by a Lender to a Borrower under Article II in the form of a Floor Plan Loan or Revolving Credit Loan.

“ Loan Documents ” means, collectively, (a) this Agreement, (b) the Floor Plan Notes, (c) the Revolving Credit Notes, (d) each Guaranty, (e) the Collateral Documents, (f) the Fee Letter, (g) each Issuer Document and (h) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.20 of this Agreement.

“ Loan Parties ” means, collectively, the Borrowers and each Subsidiary Guarantor.

“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“ Manufacturer Category ” means, as of any date of determination, the status of a manufacturer or supplier of Floor Plan Units as a Tier One Manufacturer or a Tier Two Manufacturer.

“ Material ” means, unless otherwise specifically stated, material in relation to the business, operations, affairs, financial condition, assets, properties or prospects of any Loan Party.

“ Material Adverse Effect ” means, (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent) or financial condition of (1) the Company and its Subsidiaries taken as a whole or (2) FRI and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Secured Party under the Loan Documents, or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Obligated Party or other Guarantor (or any party to any intercreditor or subordination undertaking) of any Loan Document, or of any intercreditor or subordination undertaking relating to the Facilities to which it is a party.

“ Material Contract ” means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration payable to or by such Person of $1,000,000 or more or otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person.

“ Maturity Date ” means December 12, 2020;   provided ,   however , if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“ Maximum Rate ” has the meaning specified in Section 10.09 .

“ Measurement Period ” means, at any date of determination, the most recently completed twelve month period of the Company.

“ Minimum Collateral Amount ” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.20(a)(i), (a)(ii) or (a)(iii) , an amount equal to 100% of the Outstanding Amount of all LC Obligations, and (iii) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Multiple Employer Plan ” means a Plan which has two or more contributing sponsors (including any Obligated Party or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“ Net Income ” means for any Person for any period for which the amount thereof is to be determined, the net income (or net losses) of such Person and its Subsidiaries on a consolidated basis as determined in accordance with GAAP after deducting, to the extent included in computing said net income and without duplication, (i) the income (or deficit) of any Person (other than a Subsidiary of such Person), in which such Person or any of its Subsidiaries has any ownership interest, except to the extent that any such income has been actually received by such Person or such Subsidiary in the form of cash dividends or similar cash distribution, (ii) any income (or deficit) of any other Person accrued prior to the date it becomes a Subsidiary of such Person or merges into or consolidates with such entity, (iii) the gain or loss (net of any tax effect) resulting from the sale of any capital assets, (iv) any gains or losses or other income which are non-recurring, extraordinary or attributable to discontinued operations, (v) gains or losses resulting from the write-up or write-down of any assets, and (vi) any portion of the net income of any Subsidiaries which is not available for distribution to the Company.

“ Net Proceeds Amount ” means, with respect to any Transfer of any Property by any Person, an amount equal to the difference of (a) the aggregate amount of the consideration (valued at the Fair Market Value of such consideration at the time of the consummation of such Transfer) received by such Person in respect of such Transfer, minus (b) all ordinary and reasonable out-of-pocket costs and expenses actually incurred by such Person in connection with such Transfer.

“ New Unit Invoiced Amount ” means, with respect to any Eligible New Floor Plan Unit, any Specified New Floor Plan Unit, any Eligible Rental Floor Plan Unit or any Permitted Company Vehicle, the amount of the manufacturer or vendor invoice (including freight charges) as specified to the Administrative Agent from time to time by the applicable manufacturer or vendor of such Eligible New Floor Plan Unit, Specified New Floor Plan Unit, Eligible Rental Floor Plan Unit or Permitted Company Vehicle.

“ New Vehicle ” means a Vehicle which has never been owned except by a manufacturer, distributor or dealer and has never been registered.

“ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the Required Lenders.

“ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.

“ Obligated Party ” means each Loan Party and each Holding Company Guarantor.

“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Obligated Party or Guarantor arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement, or Secured Hedge Agreement, in each case whether direct or indirect (including those acquired by assumption),

absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Obligated Party or Guarantor (or any of their respective Affiliates) thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, provided that the Obligations of any Obligated Party or Guarantor shall exclude any Excluded Swap Obligations with respect to such Obligated Party or Guarantor.

“ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.

 “ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ”  means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.05 ).

“ Outstanding Amount ” means (a) with respect to Floor Plan Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Floor Plan Loans, as the case may be, occurring on such date; (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Company of Unreimbursed Amounts; and (c) with respect to Revolving Credit Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans, as the case may be, occurring on such date.

“ Parent ” means a corporation, limited liability company, partnership or other entity that owns, directly or indirectly, 100% of the Equity Interests of FRI.

“ Participant ” has the meaning specified in Section 10.06(d) .

“ Participant Register ” has the meaning specified in Section 10.06(d) .

“ Patriot Act ” has the meaning specified in Section 10.18 .

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Act ” means the Pension Protection Act of 2006.

“ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431 and 432 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“ Pension Plan ” means at any time any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code and is maintained or is contributed to by any Obligated Party and any ERISA Affiliate.

“ Permitted Company Vehicles ” means vehicles purchased by a Borrower for use in its business in the ordinary course (including use by officers and employees), which vehicles are of the then current model year or the previous model year when so purchased, and in any case, that the Administrative Agent, in its sole discretion, deems to be a Permitted Company Vehicle; provided that in no event shall any such vehicle be deemed a Permitted Company Vehicle unless all representations and warranties set forth in the Collateral Documents with respect to such vehicle are true and correct and such vehicle:

(a) is an asset to which a Borrower has good and marketable title, is freely assignable, and is subject to a perfected, first priority Lien in favor of the Administrative Agent free and clear of any other Liens;

(b) is located at any of the facilities listed on Schedule 5.10 or such other locations as are approved in writing by the Administrative Agent and, in the case of facilities not owned by a Borrower, that are at all times subject to landlord waiver agreements in form and substance satisfactory to the Administrative Agent;

(c) has not been owned or held by any Borrowers for more than 23 months;

(d) has an odometer reading of no greater than 45,000 miles; and

(e) is not obsolete or slow moving, and is of good and merchantable quality and complies in all respects with all governmental standards applicable thereto, free from any defects that might adversely affect the market value thereof.

“ Permitted Equity Interest Disposition ” means the distribution by the Company of Equity Interests in the Released Parties.

“ Permitted Holders ” means, with respect to any Equity Interests of any Person (the “ Designated Equity Interests ”): (a) Marcus Lemonis, (b) Stephen Adams, (c) the wife, children and grandchildren of Stephen Adams, (d) trusts of which Stephen Adams, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s), and (e) any other entity provided (in the case of this clause (e)) that Stephen Adams and/or Marcus Lemonis has the power to exercise all voting rights with respect to any Designated Equity Interests held by such entity.

“ Permitted Investments ” means, collectively, all of the following:

(a) acquisitions of inventory to be sold or leased in the ordinary course of business of any Loan Party;

(b) Investments in current assets arising from the sale or lease of goods and services in the ordinary course of business of the Company and its Subsidiaries;

(c) Investments existing on the Effective Date and disclosed in Schedule 5.15 ;

(d) Investments in U.S. governmental securities, provided that such obligations mature within 365 days from the date of acquisition thereof;

(e) Investments in certificates of deposit or banker’s acceptances issued by an Acceptable Bank, provided that such obligations mature within 365 days from the date of acquisition thereof;

(f) Investments in commercial paper given the highest rating by a credit rating agency of recognized national standing and maturing not more than 270 days from the date of creation thereof;

(g) Investments in tax-exempt obligations of any state of the United States of America, or any municipality of any such state, in each case rated “AA” or better by S&P and “Aa2” or better by Moody’s or an equivalent rating by any other credit rating agency of recognized national standing, provided that such obligations mature within 365 days from the date of acquisition thereof;

(i) loans to officers and employees of any Loan Party made in the ordinary course of business, so long as the aggregate outstanding amount of all such loans shall not at any time exceed $1,000,000; and

(j) acquisitions of equipment to be used in the ordinary course of business.

“ Permitted Lien ” means Liens expressly permitted by Section 7.02 .

“ Permitted Tax Distribution ” means, for so long as any Loan Party is an “S corporation” or a substantially similar pass-through entity for federal income tax purposes, for any period, any Restricted Payment by the Company directly or indirectly, to FR Holdings for distribution to the Persons who are ultimately responsible to pay federal income taxes with respect to the Company’s consolidated net income (collectively, the “ Equity Holders ”, and each an “ Equity Holder ”) in such amounts, with respect to any taxable year, as are reasonably estimated by the Company’s chief financial officer or chief accounting officer to be equal to the aggregate federal, state and local income taxes (including estimated taxes) payable by the Equity Holders for such taxable year, calculated by (a) applying the highest marginal individual income tax rates then in effect under the Code and under the laws of any state in which any Equity Holder is required to pay income taxes with respect to the Company’s consolidated net income, and (b) taking into account only the Equity Holders’ flow-thru items from the Company for such year, such flow-thru items to be reduced (without duplication) by the amount of any losses allocated to the Equity Holders for prior taxable

years, whether or not used by any Equity Holder, and the deductibility or creditability of the resulting taxes against each other for differences in taxable years between an Equity Holder and the Company.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of any Obligated Party or any ERISA Affiliate or any such Plan to which any Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“ Platform ” has the meaning specified in the last paragraph of Section 6.01 .

“ Pledge Agreement ” means that certain Fifth Amended and Restated Securities Pledge Agreement dated as of the date hereof, made by FRI, the Company and certain Loan Parties party thereto in favor of the Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit F attached hereto, as supplemented from time to time by the execution and delivery of a Pledge Joinder Agreement or Pledge Agreement Supplement (each as defined in the Pledge Agreement) and as otherwise supplemented, amended, restated or modified from time to time.

“ Prohibited Transaction ” means a transaction with respect to an Employee Benefit Plan that is prohibited under section 4975 of the Code or section 406 of ERISA and not exempt under section 4975 of the Code or section 408 of ERISA.

“ Property ” and “ Properties ” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“ Public Lender ”  has the meaning specified in the last paragraph of Section 6.01 .

“ Qualified ECP Guarantor ” shall mean, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Real Estate Support Documents ” means such third party consents, landlord and mortgagee agreements, mortgagee title insurance policies (in amounts and with endorsements acceptable to the Administrative Agent), surveys, appraisals, environmental reports, flood hazard certifications, evidence of flood insurance (if required), other mortgage-related documents, and subordination and nondisturbance agreements, in each case as the Administrative Agent may request.

“ Recipient ” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“ Reflooring Loan ” is defined in Section 2.02(c) .

“ Register ” has the meaning specified in Section 10.06(c) .

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“ Released Parties ” means Automatch USA, LLC and National Car Cash LLC.

“ Removal Effect Date ” has the meaning specified in Section 9.06(b) .

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“ Reported Discrepancies ” has the meaning specified in Section 6.03(d) .

“ Request for Credit Extension ” means (a) with respect to an L/C Credit Extension, a Letter of Credit Application, (b) with respect to a Floor Plan Loan, a Floor Plan Borrowing Notice and (c) with respect to a Revolving Credit Loan, a Revolving Credit Borrowing Notice.

“ Required Floor Plan Lenders ” means, at any time, Floor Plan Lenders having Total Floor Plan Facility Exposure representing at least 60% of the Total Floor Plan Facility Exposure of all Floor Plan Lenders.  The Floor Plan Facility Exposure of any Defaulting Lender shall be disregarded in determining Required Floor Plan Lenders at any time.

“ Required Lenders ” means, at any time, Lenders having Total Credit Exposure representing at least 60% of the Total Credit Exposure of all Lenders.  The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any L/C Borrowing that such Defaulting Lender has failed to fund that has not been reallocated to and funded by another L/C Lender shall be deemed to be held by the Lender that is the L/C Issuer in making such determination.

“ Required L/C Lenders ” means, at any time, L/C Lenders having Total Letter of Credit Facility Exposure representing at least 60% of the Total Letter of Credit Facility Exposure of all L/C Lenders.  The Total Letter of Credit Facility Exposure of any Defaulting Lender shall be disregarded in determining Required L/C Lenders at any time; provided that, the amount of any L/C Borrowing that such Defaulting Lender has failed to fund that has not been reallocated to and funded by another L/C Lender shall be deemed to be held by the Lender that is the L/C Issuer in making such determination.

“ Required Revolving Credit Lenders ” means at any time, Revolving Credit Lenders having Total Revolving Credit Facility Exposure representing at least 60% of the Total Revolving Credit Facility Exposure of all Revolving Credit Lenders.  The Revolving Credit Facility Exposure of any Defaulting Lender shall be disregarded in determining Required Revolving Credit Lenders at any time.

“ Resignation Effective Date ” has the meaning specified in Section 9.06(a) .

“ Responsible Officer ” means (i)  the chief executive officer, president, chief financial officer, chief administrative officer, chief operating officer, treasurer, assistant treasurer or controller of a Loan Party and any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent and (ii) solely for purposes of notices given pursuant to Section 2.06, 2.08 or 2.14(a) with respect to any Revolving Credit Loan any other officer of the applicable Loan Party so designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Payment ” means any dividend or other distribution or any payment (whether in cash, securities or other property) with respect to:

(a) any capital stock or other Equity Interest of any Loan Party;

(b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Loan Party’s stockholders, partners, members or the equivalent Persons thereof; and

(c) any Subordinated Debt of any Loan Party (including, without limitation, any payment of principal, interest, any fee or other obligation thereunder).

“ Revolving Credit Applicable Rate ” means (a) in the case of Floating LIBOR Rate Loans, 2.40% per annum and (b) in the case of Base Rate Loans, 0.90% per annum.

“ Revolving Credit Borrowing ” means a borrowing of Revolving Credit Loans pursuant to Section 2.05 .

“ Revolving Credit Borrowing Notice ” has the meaning specified in Section 2.06(a) .

“ Revolving Credit Commitment ” means, for each Revolving Credit Lender, its obligation to make Revolving Credit Loans to the Borrowers up to the amount set forth opposite such Lender’s name on Schedule 1.01 , under the caption “Revolving Credit Commitment”, or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Revolving Credit Facility ” means, at any time, the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders at such time.

“ Revolving Credit Facility Exposure ” means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans at such time

“ Revolving Credit Lender ” means at any time, any Lender having a Revolving Credit Commitment.

“ Revolving Credit Loan ” has the meaning specified in Section 2.05(a) .

“ Revolving Credit Note ” means a promissory note made by each Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans made by such Revolving Credit Lender, substantially in the form of Exhibit A-2 .

“ Sanction(s) ” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“ HMT ”) or other relevant sanctions authority.

 “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“ Scheduled Unavailability Date ” has the meaning specified in Section 3.03(b)(i) .

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

“ Secured Hedge Agreement ” means any Swap Contract permitted by this Agreement that is entered into by and between any Loan Party and any Hedge Bank.

“ Secured Parties ” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 , and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“ Security ” has the meaning set forth in section 2(a)(1) of the Securities Act of 1933.

“ Security Agreement ” means that certain Sixth Amended and Restated Security Agreement dated as of the date hereof, made by FRI, the Company and the Subsidiary Guarantors in favor of the Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit  E attached hereto, as supplemented from time to time by the execution and delivery of a Security Joinder Agreement (as defined in the Security Agreement) and as otherwise supplemented, amended, restated or modified from time to time.

“ Settlement ” means as of any time, the making of, or the receiving of payments, in immediately available funds, by the Floor Plan Lenders, to the extent necessary to cause each Floor Plan Lender’s actual funded share of the outstanding amount of Floor Plan Loans (after giving effect to any Loan to be made on such day) to be equal to such Floor Plan Lender’s Applicable Percentage under the Floor Plan Facility (after giving effect to any Floor Plan Loan to be made on

such day), in any case where, prior to such event or action, such Floor Plan Lender’s actual funded share of the Floor Plan Loans is not so equal.

“ Settlement Amount ” has the meaning specified in Section 2.17(a) .

“ Settlement Date ” has the meaning specified in Section 2.17(a) .

“ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Specified Loan Party ” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.21 ).

“ Specified New Floor Plan Loan ” is defined in Section 2.03(b)

“ Specified New Floor Plan Unit ”  means any Floor Plan Unit of any Borrower that satisfies the conditions to be an Eligible New Floor Plan Unit except that such unit is not subject to an Eligible Repurchase Agreement.

“ Subordinated Debt ” means, collectively, the Debt evidenced by each of the Subordinated Notes and any other Debt of any Loan Party subject to a valid and enforceable Subordination Agreement.

“ Subordinated Guaranty ” means any Guarantee of a Subordinated Note issued by a Borrower that is subject to a valid and enforceable Subordination Agreement.

“ Subordinated Note ” means any subordinated note made by any Borrower (i) existing as of the Effective Date and listed as such on Schedule 5.15 or (ii) issued after the Effective Date to a seller of assets to such Borrower in connection with an Acquisition permitted hereunder and substantially similar in form and substance (except as to payment dates and maturity date) to the Subordinated Notes issued prior to the Effective Date, in each case, subject to a valid and enforceable Subordination Agreement.

“ Subordination Agreement ” means, collectively, each of the Subordination Agreements between any Borrower and one or more holders of Debt of such Borrower, subordinated to the Obligations pursuant thereto, substantially in the form attached hereto as Exhibit I .

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “ Subsidiary ” or to “ Subsidiaries ” shall refer to a Subsidiary or Subsidiaries of the Company.

“ Subsidiary Guarantors ” means each direct and indirect Subsidiary of the Company existing on the Effective Date and each future direct and indirect Subsidiary of Company that shall be required to execute and deliver a Subsidiary Guaranty Joinder Agreement (as defined in the Subsidiary Guaranty) pursuant to Section 6.15 .

“ Subsidiary Guaranty ” means that certain Fifth Amended and Restated Subsidiary Guaranty Agreement dated as of the date hereof, made by the Subsidiary Guarantors in favor of the Secured Parties, substantially in the form of Exhibit D , together with each Subsidiary Guaranty Joinder Agreement (as defined in the Subsidiary Guaranty) delivered pursuant to Section 6.15 .

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Obligations ” means with respect to any Loan Party any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Termination Date ” means the earlier to occur of (i) the Maturity Date or (ii) the date on which the applicable Commitment is terminated in whole pursuant to Section 2.10 or Section 8.02 .

“ Third Party Bank ” means any bank or other financial institution identified on Schedule 5.21 , excluding the Administrative Agent.

“ Tier One Manufacturer ”  means each manufacturer or supplier of Floor Plan Units identified as a “Tier One Manufacturer” from time to time on Schedule 1.02-B attached hereto.  Each of the manufacturers or suppliers listed as a Tier One Manufacturer on Schedule 1.02-B on the Effective Date shall be deemed to be a Tier One Manufacturer as of the Effective Date, subject, however, to the right of the Administrative Agent to change the Manufacturer Category of any manufacturer or supplier of Floor Plan Units (or to add a manufacturer or supplier to a Manufacturer Category) from time to time after the Effective Date in accordance with Section 2.02(f) or Section 2.09(k) .

“ Tier Two Manufacturer ”  means each manufacturer or supplier of Floor Plan Units identified as a “Tier Two Manufacturer” from time to time on Schedule 1.02-B attached hereto.  Each of the manufacturers or suppliers listed as a Tier Two Manufacturer on Schedule 1.02-B shall be deemed to be a Tier Two Manufacturer as of the Effective Date, subject, however, to the right of the Administrative Agent to change the Manufacturer Category of any manufacturer or supplier of Floor Plan Units (or to add a manufacturer or supplier to a Manufacturer Category) from time to time after the Effective Date in accordance with Section 2.02(f) or Section 2.09(k) .

“ Total Commitment ” means the sum of aggregate Commitments of all the Lenders under the Letter of Credit Facility, the Floor Plan Facility and the Revolving Credit Facility.

“ Total Credit Exposure ” means, as to any Lender at any time, the sum of (i) the Total Letter of Credit Facility Exposure of such Lender, (ii) the Total Floor Plan Facility Exposure of such Lender and (iii) the Total Revolving Credit Facility Exposure of such Lender.

“ Total Floor Plan Facility Exposure ” means, as to any Floor Plan Lender at any time, the sum of (i) the unused Floor Plan Commitment of such Lender and (ii) the Floor Plan Facility Exposure of such Lender at such time.

“ Total Letter of Credit Facility Exposure ” means, as to any L/C Lender at any time, the sum of (i) the unused Letter of Credit Facility Commitment of such Lender and (ii) the Letter of Credit Facility Exposure of such Lender at such time.

“ Total Revolving Credit Facility Exposure ” means as to any Revolving Credit Lender at any time, the sum of (i) the unused Revolving Credit Commitment of such Lender and (ii) the Revolving Credit Facility Exposure of such Lender at such time.

“ Total Outstandings ” means aggregate Outstanding Amount of all Loans and all L/C Obligations.

“ Transfer ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.  For purposes of determining the application of the Net Proceeds Amount in respect of any Transfer, the Company may designate any Transfer as one or more separate Transfers each yielding a separate Net Proceeds Amount.

“ Type ” means, with respect to a Loan, its character as a Base Rate Loan or a Floating LIBOR Rate Loan.

“ UCC ” means the Uniform Commercial Code as in effect in the State of Illinois; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Illinois, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unreimbursed Amount ” has the meaning specified in Section 2.01(c)(i) .

“ Used Unit Book Value ” means, with respect to any Eligible Used Floor Plan Unit, the low wholesale value of such Eligible Used Floor Plan Unit, as determined by reference to the most recently published National Automobile Dealers Association RV Industry Appraisal Guide or such comparable report or source of information reasonably designated by the Administrative Agent.

“ Used Vehicle ” means any Vehicle other than a New Vehicle.

“ Used Vehicle Book Value ” means, with respect to any Eligible Used Vehicle, the “Average Trade In Value with no Adds” for such Eligible Used Vehicle, as determined by reference to the most recently published National Automobile Dealers Association Used Car Guide or such comparable report or source of information reasonably designated by the Administrative Agent.

“ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” has the meaning specified in Section 3.01(e)(ii)(B)(III) .

“ Vehicle ” means any automobile or truck (other than a recreational vehicle or towable) approved for highway use by any state of the United States.

“ Voting Equity Interests ” of any Person means the Equity Interests of such Person that are entitled to vote for members of the board of directors or other equivalent governing body of such Person.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.03      Other Interpretive Provisions .  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)     The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “ without limitation .”  The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ hereto ,” “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, preliminary statements or recitals, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and preliminary statements or recitals, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)     In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”

(c)     Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.04      Accounting Terms .  (a)  Generally .  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements ( provided that , for the purpose of calculating covenant compliance under Article VII , the effect to SFAS No. 133 shall not be applied), except as otherwise specifically prescribed herein.

Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Company and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(b)      Changes in GAAP .  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for purposes of determining the Consolidated Current Ratio and the Fixed Charge Coverage Ratio (including for purposes of Sections 7.22 and 7.23 ), notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

(c)      Consolidation of Variable Interest Entities .  All references herein to consolidated financial statements of the Company and its Subsidiaries or to the determination of any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

(d)      Pro Forma Effect .  With respect to the calculation of any financial ratio or compliance with any financial covenant, including without limitation the financial covenants set forth in Sections 7.22 and 7.23 , for each Measurement Period that includes the date in which any Person consolidates or merges with the Company or any of its Subsidiaries, or conveys, transfers or leases all or substantially all of its assets in a single transaction or series of transactions to the Company or any of its Subsidiaries, or the Company or any of its Subsidiaries acquires equity interests in another Person that as a result becomes a Subsidiary of the Company, in each case as permitted hereunder, then, to the extent GAAP, applied on a consistent basis, does not so provide, Consolidated EBITDAR, Fixed Charges or any other similar financial term defined and used in this Agreement (and each of the components thereof) that is measured over a Measurement Period shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such acquisition had been consummated on the first day of such Measurement Period.

1.05      Rounding .  Any financial ratios required to be maintained by the Company and its Subsidiaries pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which

such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.06      Times of Day; Rates .  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Floating LIBOR Rate” or with respect to any comparable or successor rate thereto.

1.07      Letter of Credit Amounts .  Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided ,   however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

(i)     Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the L/C Lenders set forth in this Section 2.01 , (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.01(b) , and (2) to honor drawings under the Letters of Credit; and (B) the L/C Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) no L/C Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall exceed such Lender’s Letter of Credit Commitment and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Facility.  Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.  All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.  Each L/C Lender

severally agrees to make L/C Advances from time to time during the Availability Period up to an outstanding principal amount equal to its Letter of Credit Commitment; provided that after giving effect to such L/C Advances, no L/C Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall exceed such Lender’s Letter of Credit Commitment.

(ii)     The L/C Issuer shall not issue any Letter of Credit if:

(A)     subject to Section 2.01(b)(iii) , the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required L/C Lenders have approved such expiry date; or

(B)     the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the L/C Lenders have approved such expiry date.

(iii)     The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A)     any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the L/C Issuer in good faith deems material to it;

(B)     the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C)     except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000;

(D)     such Letter of Credit is to be denominated in a currency other than Dollars;

(E)     such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;

(F)     any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral,  satisfactory to the L/C Issuer (in its sole discretion) with the Company or such

Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iv) ) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(G)     such Letter of Credit is to be used as support for any rent or lease payment of any Person.

(iv)     The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v)     The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi)     The L/C Issuer shall act on behalf of the L/C Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b)      Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit .  (i)  Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Company.  Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer.  Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer:  (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (1) the Letter of Credit to be amended;

(2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may require.  Additionally, the Company shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

(ii)     Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the L/C Issuer has received written notice from any L/C Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each L/C Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such L/C Lender’s Applicable Percentage times the amount of such Letter of Credit.

(iii)     If the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific request to the L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the L/C Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided ,   however , that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.01(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required L/C Lenders have elected not to permit such extension or (2) from the Administrative Agent, any L/C Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(iv)     Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)      Drawings and Reimbursements; Funding of Participations .  (i)  Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Company and the Administrative Agent thereof.  Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “ Honor Date ”), the Borrowers shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing.  If the Borrowers fail to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each L/C Lender of the Honor Date, the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”), and the amount of such L/C Lender’s Applicable Percentage thereof.  Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.01(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)     Each L/C Lender shall upon any notice pursuant to Section 2.01(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount (A) not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, provided that the Administrative Agent has delivered such notice to such L/C Lender not later than 11:00 a.m. on such Business Date, or (B) (if the Administrative Agent has delivered such notice to such L/C Lender later than 11:00 a.m. on such Business Day) by 1:00 p.m. on the immediately following Business Day.  The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii)     With respect to any Unreimbursed Amount, the Company shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  Each L/C Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.01(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.01 .  The funding of any L/C Advance by an L/C Lender shall not reduce any L/C Borrowing or any obligation of the Company to repay such L/C Borrowing or to pay any interest thereon.

(iv)     Until each L/C Lender funds its L/C Advance pursuant to this Section 2.01(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

(v)     Each L/C Lender’s obligation to make L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.01(c) ,

shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Company, any other Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing.  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)     If any L/C Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.01(c) by the time specified in Section 2.01(c)(ii) , then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s L/C Advance in respect of the relevant L/C Borrowing.  A certificate of the L/C Issuer submitted to any L/C Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.01(c)(vi) shall be conclusive absent manifest error.

(d)      Repayment of Advances .  (i)  At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any L/C Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.01(c) , if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related L/C Borrowing or interest thereon (whether directly from the Company, any other Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent.

(ii)     If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.01(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each L/C Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)      Obligations Absolute .  The obligation of the Borrowers to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute,

unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)     any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii)     the existence of any claim, counterclaim, setoff, defense or other right that any Borrower or any Subsidiary or other Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)     any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)     waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;

(v)     honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi)     any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as applicable;

(vii)     any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(viii)     any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Company or any of its Subsidiaries.

The Company shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Company’s instructions or other irregularity, the Company will immediately notify the L/C Issuer.  The

Company shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)      Role of L/C Issuer .  Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the L/C Lenders or the Required L/C Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided ,   however , that this assumption is not intended to, and shall not, preclude the Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e) ;   provided ,   however , that anything in such clauses to the contrary notwithstanding, the Company may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.  The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“ SWIFT ”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g)      Applicability of ISP .  Unless otherwise expressly agreed by the L/C Issuer and the Company when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit) , the rules of the ISP shall apply to each standby Letter of Credit.  Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Company or any Borrower for, and the L/C Issuer’s rights and remedies against the Company or any Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for

Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(h)      Letter of Credit Fees .  The Company shall pay to the Administrative Agent for the account of each L/C Lender in accordance, subject to Section 2.21 , with its Applicable Percentage a Letter of Credit fee (the “ Letter of Credit Fee ”) for each Letter of Credit equal to the higher of (i) the Applicable Rate times the daily amount available to be drawn under such Letter of Credit and (ii) $2,000 per annum.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07 .  Letter of Credit Fees shall be (A) due and payable on each Interest Payment Date that occurs in each January, April, July and October of each year, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (B) computed on a quarterly basis in arrears.  Notwithstanding anything to the contrary contained herein, upon the request of the Required L/C Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(i)      Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer .  The Company shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears.  Such fronting fee shall be due and payable on each Interest Payment Date (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07 .  In addition, the Company shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(j)      Conflict with Issuer Documents .  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k)      Letters of Credit Issued for Subsidiaries .  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of the Company, the Company shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit.  The Company hereby acknowledges that the issuance of Letters of Credit for the account of such Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries.

2.02      Floor Plan Credit Facility .

(a)      The Floor Plan Loans and Commitments .  Subject to the terms and conditions hereof, each Floor Plan Lender severally agrees to make revolving loans (such loans, together with the Existing Floor Plan Loans, each individually a “ Floor Plan Loan ”, and collectively the

“ Floor Plan Loans ”) in Dollars to the Borrowers from time to time during the Availability Period up to an outstanding principal amount at any time equal to its Floor Plan Commitment; provided that, subject to Section 2.03(e) , after giving effect to all Floor Plan Loans, the aggregate principal amount of all outstanding Floor Plan Loans shall not at any time exceed the Floor Plan Facility, and further provided that the Total Outstandings shall not at any time exceed the Total Commitment.  The aggregate outstanding principal amount of Floor Plan Loans (i) advanced against Eligible Used Floor Plan Units (including any Floor Plan Loans advanced against Eligible New Floor Plan Units, Eligible Rental Floor Plan Units or Specified New Floor Plan Units pursuant to Section 2.02(h) ) may not at any time exceed 15% of the Floor Plan Facility, (ii) advanced against Eligible Rental Floor Plan Units (other than Eligible Rental Floor Plan Units financed pursuant to Section 2.02(h) )  may not at any time exceed $30,000,000, (iii) advanced against Eligible New Floor Plan Units from Tier Two Manufacturers (excluding (A)  advances that were made at a time such manufacturer or supplier was a Tier One Manufacturer and (B) advances against Eligible New Floor Plan Units pursuant to Section 2.02(h) ) may not at any time exceed an amount equal to twenty-percent (20%) of the Floor Plan Facility, (iv) advanced against Eligible Used Vehicles may not at any time exceed $50,000,000, (v) advanced against Permitted Company Vehicles may not at any time exceed $5,000,000 and (vi) advanced against Specified New Floor Plan Units (other than Specified New Floor Plan Units financed pursuant to Section 2.02(h) )  may not at any time exceed $50,000,000.  Each Floor Plan Lender agrees to make Floor Plan Loans to the Borrowers to finance the purchase of Eligible New Floor Plan Units to be sold to FEMA (or other state or federal agencies working under disaster relief plans) and Eligible Rental Floor Plan Units to be leased to Hurricane Program Lessees under the Hurricane Program, subject to the terms and conditions set forth in this Agreement.  The aggregate outstanding principal amount of Floor Plan Loans under the Hurricane Program consisting of Floor Plan Loans advanced (i) against Eligible New Floor Plan Units sold to FEMA (or other state or federal agencies working under disaster relief plans) shall not at any time exceed $150,000,000 and (ii) against Eligible Rental Floor Plan Units leased to Hurricane Program Lessees shall not exceed $25,000,000.  For the avoidance of doubt, the limits expressed in the preceding sentence are sublimits of the amounts of Floor Plan Loans permitted with respect to Eligible New Floor Plan Units and Eligible Rental Floor Plan Units under this Agreement from time to time, and shall not modify the amount of the Floor Plan Commitments or maximum amount of Floor Plan Loans permitted with respect to Eligible New Floor Plan Units or Eligible Rental Floor Plan Units hereunder.  Schedule 2.02(a) sets forth as of the Effective Date the amount of Floor Plan Loans advanced (i) against Eligible Used Floor Plan Units, (ii) against Eligible Rental Floor Plan Units, (iii) against Eligible New Floor Plan Units broken out by each Manufacturer Category, (iv) against Eligible New Floor Plan Units sold to FEMA (or other state or federal agencies working under disaster relief plans), (v) against Eligible Rental Floor Plan Units leased to Hurricane Program Lessees, and (vi) against Permitted Company Vehicles.

(b)     Each Floor Plan Loan shall be advanced against individual Floor Plan Vehicles or Units on a specific identification basis, with each Floor Plan Loan against a(n):

(i)     Eligible New Floor Plan Unit from a Tier One Manufacturer or a Tier Two Manufacturer to be equal to 100% of the New Unit Invoiced Amount of such Eligible New Floor Plan Unit;

(ii)     Specified New Floor Plan Unit to be equal to the applicable percentage of the New Unit Invoiced Amount of such Specified New Floor Plan Unit in accordance with the following grid (based on the date of such advance and how many days after the original invoice date such advance occurs):

(iii)     Eligible Rental Floor Plan Unit or a Permitted Company Vehicle to be equal to 100% of the New Unit Invoiced Amount of such Eligible Rental Floor Plan Unit or such Permitted Company Vehicle, as applicable;

(iv)     Eligible Used Floor Plan Unit that is of the then current model year or any of the previous seven model years to be equal to 75% of the Used Unit Book Value of such Eligible Used Floor Plan Unit;

(v)     Eligible Used Floor Plan Unit that is of the previous eighth, ninth or tenth model year to be equal to 65% of the Used Unit Book Value of such Eligible Used Floor Plan Unit;

(vi)     Eligible Used Floor Plan Unit that is of the previous eleventh or twelfth model year to be equal to 40% of the Used Unit Book Value of such Eligible Used Floor Plan Unit; and

(vii)     Eligible Used Vehicle to be equal to 85% of the Used Vehicle Book Value of such Eligible Used Vehicle.

(c)     The Company may request on behalf of itself or another Borrower to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit that is repaid in full before its scheduled maturity (based on mandatory curtailment payments due under Sections 2.09(a) through (g )) (any such reborrowed Floor Plan Loan hereinafter called a “ Reflooring Loan ”).  In the sole discretion of the Administrative Agent, such Reflooring Loan shall be made in such amounts, at such advance rates, and subject to such conditions (including without limitation each of the conditions precedent set forth in Section 4.02 ) as the Administrative Agent may determine.

(d)     Each Floor Plan Loan shall be made ratably by the Floor Plan Lenders in accordance with their Applicable Percentage of the Floor Plan Commitments.  The obligations of the Floor Plan Lenders hereunder to make Floor Plan Loans are several and not joint, and no Floor Plan Lender in any circumstances shall be obligated to extend Floor Plan Loans under this Agreement in excess of its Floor Plan Commitment.  All Floor Plan Loans made by a Floor Plan

Lender shall be made against the amount of its Floor Plan Commitment.  During the Availability Period, the Borrowers may borrow, repay and reborrow Floor Plan Loans in whole or in part, all in accordance with the terms and conditions of this Agreement.

(e)     The Administrative Agent may at any time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Loans available to be used by the Borrowers to finance purchases of Eligible New Floor Units from a particular manufacturer, supplier or dealer.

(f)     The Administrative Agent, in its sole discretion, may (1) change the Manufacturer Category of any manufacturer or supplier of Floor Plan Units (or remove any manufacturer or supplier from a Manufacturer Category) from time to time or (2) add any manufacturer or supplier of Floor Plan Units to a Manufacturer Category from time to time; provided (in the case of clause (2)) that such manufacturer or supplier is party to an Eligible Repurchase Agreement that provides for the repurchase by such manufacturer or supplier of each Floor Plan Unit purchased from such manufacturer or supplier for (i) 100% (or, in the sole discretion of the Administrative Agent, 98%) of the original principal amount of the Floor Plan Loan for such Floor Plan Unit for at least 365 days after the date such Floor Plan Loan was made, and (ii) at least 80% of the original principal amount of such Floor Plan Loan for at least 540 days after the date such Floor Plan Loan was made; and provided further that (without limiting the Administrative Agent’s discretion to reject any changes or additions), no supplier or manufacturer shall be changed to, or added as, a Tier One Manufacturer unless the Administrative Agent has received financial statements of such manufacturer or supplier.  For purposes of this Section 2.02 , a change in the status of a manufacturer or supplier of Floor Plan Units from one Manufacturer Category to another (or removal of a manufacturer or supplier from a Manufacturer Category) shall not impact the advance rates applied pursuant to Section 2.02(b) with respect to any Floor Plan Loans advanced prior to the date of any such change.  The advance rates under this Section 2.02 applicable to any new Manufacturer Category shall apply to Floor Plan Loans that are advanced on or after the date of such change.   In the event that the Administrative Agent has changed the Manufacturer Category of any manufacturer or supplier or has added a manufacturer or supplier to (or removed a manufacturer or supplier from) a Manufacturer Category pursuant to this Section 2.02(f) ,   Schedule 1.02-B attached hereto shall be deemed to be amended to reflect such change or addition.

(g)     The Administrative Agent shall provide the Borrowers, upon request, a copy of Schedule 1.02-B reflecting the then current list of manufacturers and suppliers of Floor Plan Units which are Tier One Manufacturers and manufacturers and suppliers of Floor Plan Units which are Tier Two Manufacturers.

(h)     The Company may request on behalf of itself or another Borrower to refinance any Eligible New Floor Plan Unit, Specified New Floor Plan Unit or Eligible Rental Floor Plan Unit that is not then subject to a Floor Plan Loan (or to refinance any Floor Plan Loan against an individual Eligible New Floor Plan Unit, Specified New Floor Plan Unit or Eligible Rental Floor Plan Unit) in each case as if it were against an individual Eligible Used Floor Plan Unit; provided that (i) such Floor Plan Unit is not older than the tenth model year at the time of such refinancing and (ii) the amount advanced against any such Floor Plan Unit does not exceed the amount that

would be advanced at such time under the applicable advance rate for such Eligible Used Floor Plan Unit in accordance with Section 2.02(b)(iv) or (v) , as applicable.

(i)     Except in the case of a Floor Plan Loan advanced pursuant to Section 2.02(c) or (h) , no Specified New Floor Plan Loan shall be made more than 365 days after the original invoice date for the respective Specified New Floor Plan Unit.

2.03      Procedures for Request and Disbursement of Floor Plan Loans .

(a)      Eligible New/Rental Floor Plan Loans .  Each Borrower hereby authorizes the Floor Plan Lenders to fund Floor Plan Loans financing a Borrower’s purchase of an Eligible New Floor Plan Unit, an Eligible Rental Floor Plan Unit or a Permitted Company Vehicle (each such Loan an “ Eligible New/Rental Floor Plan Loan ”) in the manner described in this Section.  The Floor Plan Lenders will fund each Eligible New/Rental Floor Plan Loan by paying the New Unit Invoiced Amount of the invoice relating to the relevant Eligible New Floor Plan Units, Eligible Rental Floor Plan Units or Permitted Company Vehicles directly to the applicable manufacturer or vendor.

(b)      Eligible Used Floor Plan Loans, Specified New Floor Plan Loans and Reflooring Loans .  With respect to each Floor Plan Loan that finances a Borrower’s purchase of an Eligible Used Floor Plan Unit or Eligible Used Vehicle (each such Loan, an “ Eligible Used Floor Plan Loan ”), each Floor Plan Loan that finances a Specified New Floor Plan Unit (each such Loan, a “ Specified New Floor Plan Loan ”) and each Reflooring Loan, the Company shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing as provided below) by no later than 5:00 p.m. on the Business Day prior to the date that any Eligible Used Floor Plan Loan or Reflooring Loan is to be made (or 5:00 p.m. on the date that is two (2) Business Days prior to the date that any Specified New Floor Plan Loan is to be made) to any Borrower.  Each notice (such notice, a “ Floor Plan Borrowing Notice ”) shall specify the date of the Loan requested (which must be a Business Day), the Borrower to which the proceeds of such Floor Plan Loan should be made available, and the amount of such Floor Plan Loan, and shall be accompanied by the Company’s inventory worksheet and a copy of the title of each Eligible Floor Plan Vehicle or Unit to be financed by such Floor Plan Loan.  Upon satisfaction of the relevant conditions precedent, the Administrative Agent will make available to the relevant Borrower, the proceeds of each Eligible Used Floor Plan Loan, Specified New Floor Plan Loan or Reflooring Loan, as the case may be, by wire transfer or ACH deposit to such Borrower’s operating account as set forth on Schedule 5.21 (or such other location as the Company and the Administrative Agent may mutually agree), in immediately available funds upon receipt by the Administrative Agent from each Floor Plan Lender of its Applicable Percentage of such Floor Plan Loan.

(c)      All Floor Plan Loans .  Each Borrower agrees that the Administrative Agent may rely upon any written or telephonic notice given on behalf of such Borrower by any person the Administrative Agent in good faith believes is a Responsible Officer of the Company or a manufacturer or vendor without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern.

(d)     If any amount due the Administrative Agent from a Floor Plan Lender to fund such Floor Plan Lender’s part of any Floor Plan Loan as required by Section 2.03(a) or 2.03(b) , or to effect the Settlement of any Floor Plan Loan as required by Section 2.17 hereof, is not made available to the Administrative Agent by such Floor Plan Lender when due and the Administrative Agent has made such amount available to the Company, the Administrative Agent shall be entitled to receive such amount from such Floor Plan Lender upon the Administrative Agent’s demand, together with interest thereon in respect of each day during the period commencing on the date the amount was made available to the Company and ending on but excluding the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate plus 0.50% for each day as determined by the Administrative Agent (or in the case of a day which is not a Business Day, then for the preceding day).  If such amount is not received from such Floor Plan Lender by the Administrative Agent immediately upon demand, the Borrowers shall, on demand, repay to the Administrative Agent the proceeds of such Floor Plan Loan attributable to such Floor Plan Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Floor Plan Loan.

(e)     Notwithstanding the procedures set forth in Section 2.03(a) , if on any day the applicable conditions precedent set forth in Article IV have been satisfied and an invoice is presented to the Administrative Agent for payment in accordance with Section 2.03(a) , the payment of which would cause (x) the aggregate principal amount of all Floor Plan Loans then outstanding, plus (y) the aggregate principal amount of all requests for Floor Plan Borrowings outstanding as of such day to exceed the Floor Plan Facility as of such day, then, in such event, the Company may immediately reduce any pending request (if any) of a Floor Plan Borrowing which does not consist of an invoice or make a payment of principal on Floor Plan Loans in an amount that would prevent the sum of the amounts described in (x) and (y) above from exceeding the Floor Plan Facility, and such invoice shall be funded at such time as sufficient availability exists under the Floor Plan Commitments.

2.04      FLAIR Account .

(a)      Creation of Account .  The Administrative Agent has established for the Borrowers a flooring line aggregate interest reduction account (the “ FLAIR Account ”). The FLAIR Account is not a deposit account, and the Borrowers shall have no right or interest in any amounts in such account.  The FLAIR Account is intended to permit voluntary reductions in the principal amount of Floor Plan Loans outstanding under the Agreement.  Any amounts paid by the Borrowers into the FLAIR Account will be available for re-advance to the Borrowers only in accordance with this Section 2.04 .

(b)      Payments and Advances .  The Borrowers may, at their discretion, make payments to the FLAIR Account, which payments shall represent and be deemed to be prepayments of Floor Plan Loans for the pro rata benefit of the Floor Plan Lenders.  So long as there is no continuing Default or Event of Default under this Agreement, amounts in the FLAIR Account may be readvanced to the Borrowers upon submission by the Borrowers of a written request pursuant to procedures established by the Administrative Agent.  Such advances shall be subject to all the terms and conditions of this Section 2.04 .  Payments into the FLAIR Account are limited to two per day and advances from the FLAIR Account are limited to three per day, each transaction to be in an amount of at least $50,000; provided , the Borrowers may request an advance of less than

$50,000 if such amount constitutes the entire balance in the FLAIR Account at the time of such request.

(c)      Application to Reduce Principal .  For purposes of computing the interest due with respect to Floor Plan Loans advanced against Eligible Floor Plan Vehicles or Units (“ Floor Plan Outstandings ”), the Outstanding Amount of Floor Plan Loans shall be reduced by the average daily amount as of the close of business on deposit in the FLAIR Account during the period for which interest is being calculated (the “ FLAIR Reduction ”) and interest will be determined as provided in Section 2.12(b) ;   provided ,   however , notwithstanding the amount on deposit in the FLAIR Account at any time, the maximum amount of the FLAIR Reduction under this Section 2.04 shall be limited to an amount equal to 20% of the Outstanding Amount of Floor Plan Loans for the relevant period.  Notwithstanding anything herein to the contrary, the FLAIR Reduction shall not:  (i) subject the affected Outstanding Amount of Floor Plan Loans to the commitment fee under Section 2.13 ; (ii) limit or modify any principal payment requirements; (iii) reduce the Outstanding Amount of Floor Plan Loans for purposes of determining any remaining availability under any Floor Plan Commitment; (iv) be used for the satisfaction of any curtailment requirements or (v) modify any other terms set forth elsewhere in this Agreement.

(d)      Termination of FLAIR Account .  At any time, upon ten days written notice to the Company, the Administrative Agent may terminate the FLAIR Account provided by this Section 2.04 if the Administrative Agent determines, in its reasonable discretion, that continuation of the FLAIR Account would have an adverse effect on the Administrative Agent or any Floor Plan Lender.  In addition, the Administrative Agent may terminate the FLAIR Account without prior notice upon the occurrence and during the continuance of any Default.  Upon any such termination of the FLAIR Account, the amounts on deposit therein shall be applied to the prepayment of Floor Plan Loans under Section 2.08 , or, at the option of the Company, so long as no Default or Event of Default has occurred and is continuing, remitted to the Company on behalf of the Borrowers.

2.05      Revolving Credit Facility .

(a)      The Revolving Credit Loans and Commitments .  Subject to the terms and conditions hereof, each Revolving Credit Lender severally agrees to make revolving loans (each individually a “ Revolving Credit Loan ”, and collectively the “Revolving Credit Loans”) in Dollars to the Borrowers from time to time during the Availability Period up to an outstanding principal amount at any time equal to its Revolving Credit Commitment; provided that after giving effect to all Revolving Credit Loans, the aggregate principal amount of all outstanding Revolving Credit Loans shall not at any time exceed the Revolving Credit Facility, and further provided that the Total Outstandings shall not at any time exceed the Total Commitment.

(b)     Each Revolving Credit Loan shall be made ratably by the Revolving Credit Lenders in accordance with their Applicable Percentage of the Revolving Credit Commitments.  The obligations of the Revolving Credit Lenders hereunder to make Revolving Credit Loans are several and not joint, and no Revolving Credit Lender in any circumstances shall be obligated to extend Revolving Credit Loans under this Agreement in excess of its Revolving Credit Commitment.  All Revolving Credit Loans made by a Revolving Credit Lender shall be made against the amount of its Revolving Credit Commitment.  During the Availability Period, the

Borrowers may borrow, repay and reborrow Revolving Credit Loans in whole or in part, all in accordance with the terms and conditions of this Agreement.

2.06      Procedures for Request and Disbursement of Revolving Credit Loans .

(a)     The Company shall give written, electronic or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing as provided below) by no later than 5:00 p.m. on the Business Day prior to the date that any  Revolving Credit Loan is to be made to any Borrower.  Each notice (such notice, a “ Revolving Credit Borrowing Notice ”) shall specify the date of the Loan requested (which must be a Business Day), the Borrower to which the proceeds of such Revolving Credit Loan should be made available, and the amount of such Revolving Credit Loan, and, in the case of a written or electronic notice, shall be on such form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent).  Upon satisfaction of the relevant conditions precedent, the Administrative Agent will make available to the relevant Borrower, the proceeds of each Revolving Credit Loan by wire transfer or ACH deposit to such Borrower’s operating account as set forth on Schedule 5.21 (or such other location as the Company and the Administrative Agent may mutually agree), in immediately available funds upon receipt by the Administrative Agent from each Revolving Credit Lender of its Applicable Percentage of such Revolving Credit Loan.

(b)     Each Borrower agrees that the Administrative Agent may rely upon any written, electronic or telephonic notice given on behalf of such Borrower by any person the Administrative Agent in good faith believes is a Responsible Officer of the Company without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern.

(c)     If any amount due the Administrative Agent from a Revolving Credit Lender to fund such Revolving Credit Lender’s part of any Revolving Credit Loan as required by Section 2.06(a) , is not made available to the Administrative Agent by such Revolving Credit Lender when due and the Administrative Agent has made such amount available to the Company, the Administrative Agent shall be entitled to receive such amount from such Revolving Credit Lender upon the Administrative Agent’s demand, together with interest thereon in respect of each day during the period commencing on the date the amount was made available to the Company and ending on but excluding the date the Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate plus 0.50% for each day as determined by the Administrative Agent (or in the case of a day which is not a Business Day, then for the preceding day).  If such amount is not received from such Revolving Credit Lender by the Administrative Agent immediately upon demand, the Borrowers shall, on demand, repay to the Administrative Agent the proceeds of such Revolving Credit Loan attributable to such Revolving Credit Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Revolving Credit Loan.

2.07      Letter of Credit, Floor Plan Facility and Revolving Credit Facility Obligations Absolute .  The Obligations of each Borrower under this Agreement and any of the other Loan Documents to repay or otherwise reimburse the Administrative Agent for Floor Plan Loans,

Revolving Credit Loans, drawings under Letters of Credit or L/C Borrowings shall be unconditional and irrevocable.  Such obligations shall be paid strictly in accordance with the terms of this Agreement and each such other Loan Document under all circumstances, including the following:  (a) any lack of validity or enforceability of any manufacturer or vendor invoice or any of the other Loan Documents; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of any other Borrower in respect of any invoice or any other amendment or waiver of or any consent to departure from all or any of the applicable/related Loan Documents; (c) the existence of any claim, set-off, defense or other right that any other Borrower may have at any time against any manufacturer, vendor or any other beneficiary or transferee of any invoice (or any Person for whom any such beneficiary or such transferee may be acting), the Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the related Loan Documents or any unrelated transaction other than the defense of payment; (d) any invoice, demand, certificate or other document presented to the Administrative Agent or any Lender proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (e) any payment by the Administrative Agent or any Lender under any invoice against presentation of a draft or certificate that does not strictly comply with the terms of any invoice; (f) any payment made by the Administrative Agent or any Lender under any invoice to any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver or other representative of a successor to any beneficiary or any transferee of such invoice, including any arising in connection with proceeding under any Debtor Relief Laws; (g) any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from all or any of the Obligations of any other Borrower in respect of any invoice; or (h) any other circumstance that might otherwise constitute a defense available to, or discharge of, any other Borrower other than the defense of payment.  Nothing contained in this Section 2.07 shall constitute a waiver by any Borrower of any claims arising out of the gross negligence, bad faith or willful misconduct of the Administrative Agent, the Administrative Agent or any Lender.

2.08      Prepayments .  Without limiting the obligation of the Borrowers to prepay the Loans as otherwise required in this Agreement, in addition to prepayments of Floor Plan Loans made by payments by the Borrowers into the FLAIR Account pursuant to Section 2.04 , the Borrowers may make prepayments of the Loans in whole or in part (but if in part, in an amount not less than $1,000,000 as to any Loans under any Facility).  Any such prepayment shall be made upon three (3) Business Days’ prior notice to the Administrative Agent (such notice if received subsequent to 1:00 p.m. on a given day to be treated as though received at the opening of business on the next Business Day).  Such notice of prepayment shall be on such form as may be approved by the Administrative Agent (including, in the case of any prepayment of a Revolving Credit Loan, any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent).  The Borrowers shall effect any prepayment made under this Section 2.08 by paying to the Administrative Agent, for distribution to the applicable Lenders in accordance with their Applicable Percentage of the Loans being prepaid subject to Section 2.21 , the principal amount to be prepaid and accrued interest thereon to the date of prepayment.

2.09      Curtailments; Mandatory Payments .

(a)      New Floor Plan Units .  Except as provided in (1) Section 2.09(c) with respect to Eligible New Floor Plan Units subject to Floor Plan Loans advanced pursuant to Section 2.02(h) , or (2) Section 2.09(e) with respect to Eligible New Floor Plan Units sold to FEMA (or other state or federal agencies) under the Hurricane Program, principal curtailments (repayments) relating to Floor Plan Loans for Eligible New Floor Plan Units shall be due as follows:

(i)      All Eligible New Floor Plan Units .  The entire balance owed on the Floor Plan Loan for any Eligible New Floor Plan Unit shall be due upon the earliest of (A) three Business Days after the receipt of proceeds from the sale of such Floor Plan Unit, (B) ten Business Days after the sale of such Floor Plan Unit, (C) 24 hours after such Floor Plan Unit ceases, for any reason, to qualify as an Eligible New Floor Plan Unit, or (D) Applicable Curtailment Date 730;

(ii)      Eligible New Floor Plan Units from Tier One Manufacturers .  In the case of any Eligible New Floor Plan Unit from a Tier One Manufacturer, if not previously sold or otherwise disposed of, 3% of the original principal amount of the Floor Plan Loan made as to such Floor Plan Unit will be due and payable on the 15th day of each month, commencing on (and including) Applicable Curtailment Date 365 and continuing thereafter through (and including) Applicable Curtailment Date 695;

(iii)      Eligible New Floor Plan Units from Tier Two Manufacturers .  In the case of any Eligible New Floor Plan Unit from a Tier Two Manufacturer, if not previously sold or otherwise disposed of, (A) 5% of the original principal amount of the Floor Plan Loan made as to such Floor Plan Unit will be due and payable on Applicable Curtailment Date 270, (B) 5% of the original principal amount of such Floor Plan Loan will be due and payable on Applicable Curtailment Date 365, (C) 3% of the original principal amount of such Floor Plan Loan will be due and payable on the 15th day of each month, commencing on (and including) Applicable Curtailment Date 395 and continuing thereafter through (and including) Applicable Curtailment Date 545, and (D) 5% of the original principal amount of such Floor Plan Loan will be due and payable on the 15th day of each month, commencing on (and including) Applicable Curtailment Date 575 and continuing thereafter through (and including) Applicable Curtailment Date 695.

(b)      Specified New Floor Plan Units .  Except as provided in Section 2.09(c) with respect to Specified New Floor Plan Units subject to Floor Plan Loans advanced pursuant to Section 2.02(h) , principal curtailments (repayments) relating to Floor Plan Loans for Specified New Floor Plan Units shall be due as follows:

(i)     The entire balance owed on any Floor Plan Loan made as to any Specified New Floor Plan Unit shall be due upon the earliest of (A) three Business Days after the receipt of proceeds from the sale of such Floor Plan Unit, (B) ten Business Days after the sale of such Floor Plan Unit, (C) 24 hours after such Floor Plan Unit ceases, for any reason, to qualify as an Specified New Floor Plan Unit, or (D) Applicable Curtailment Date 540;

(ii)     In the case of any Specified New Floor Plan Unit, if not previously sold or otherwise disposed of, (A) 10% of the New Unit Invoiced Amount for such Floor Plan Unit will be due and payable on Applicable Curtailment Date 30, (B) 5% of the New Unit Invoiced Amount for such Floor Plan Unit will be due and payable on Applicable Curtailment Date 90, (C) 5% of the New Unit Invoiced Amount for such Floor Plan Unit will be due and payable on Applicable Curtailment Date 180, (D) 5% of the New Unit Invoiced Amount for such Floor Plan Unit will be due and payable on Applicable Curtailment Date 270, (E) 5% of the New Unit Invoiced Amount for such Floor Plan Unit will be due and payable on Applicable Curtailment Date 365 and (F) 5% of the New Unit Invoiced Amount for such Floor Plan Unit will be due and payable on Applicable Curtailment Date 450.  If a Specified New Floor Plan Loan is advanced after one or more of the Applicable Curtailment Dates described above in this Section 2.09(b)(ii) (such Applicable Curtailment Dates preceding such Loan being referred to as the “ Preceding Curtailment Dates ”), then the curtailment payments otherwise required by this clause (ii) on such Preceding Curtailment Dates shall not be required to be made if the original amount of such Loan was reduced in accordance with Section 2.02(b)(ii) .

(c)      Eligible Used Floor Plan Units .  Principal curtailments (repayments) relating to Floor Plan Loans for Eligible Used Floor Plan Units (or any Eligible New Floor Plan Unit, Specified New Floor Plan Unit or Eligible Rental Floor Plan Unit that, in each case, is subject to a Floor Plan Loan advanced pursuant to Section 2.02(h) ) shall be due as follows:

(i)     The entire balance owed on a Floor Plan Loan made as to any Eligible Used Floor Plan Unit shall be due upon the earliest of (A) three Business Days after the receipt of proceeds from the sale of a such Floor Plan Unit, (B) ten Business Days after the sale of such Floor Plan Unit, (C) 24 hours after such Floor Plan Unit ceases, for any reason, to qualify as an Eligible Used Floor Plan Unit, or (D) Applicable Curtailment Date 545;

(ii)     For any Eligible Used Floor Plan Unit, if not previously sold or otherwise disposed of, (A) 10% of the original principal amount of the Floor Plan Loan made as to such Floor Plan Unit will be due and payable on Applicable Curtailment Date 180, (B) 10% of the original principal amount of such Floor Plan Loan will be due and payable on Applicable Curtailment Date 270, (C) 10% of the original principal amount of such Floor Plan Loan will be due and payable on Applicable Curtailment Date 365, and (D) 5% of the original principal amount of such Floor Plan Loan will be due and payable on the 15th day of each month, commencing on (and including) Applicable Curtailment Date 395 and continuing through (and including) Applicable Curtailment Date 515.

(d)      Rental Floor Plan Units; Permitted Company Vehicles .  Except as otherwise provided in (1) Section 2.09(c) with respect to Eligible Rental Floor Plan Units subject to Floor Plan Loans advanced pursuant to Section 2.02(h) or (2) Section 2.09(f) with respect to Eligible Rental Floor Plan Units leased to Hurricane Program Lessees under the Hurricane Program, principal curtailments (repayments) relating to Floor Plan Loans for Eligible Rental Floor Plan Units and principal curtailments (repayments) relating to Floor Plan Loans for Permitted Company Vehicles shall be due as follows:  (i) the entire balance owed on a Floor Plan Loan made as to any such Floor Plan Vehicle or Unit shall be due upon the earliest of (A) three Business Days after the receipt of proceeds from the sale of such Floor Plan Vehicle or Unit, (B) ten

Business Days after the sale of such Floor Plan Vehicle or Unit, (C) 24 hours after such Floor Plan Vehicle or Unit ceases, for any reason, to qualify as an Eligible Rental Floor Plan Unit or a Permitted Company Vehicle, as applicable, (D) Applicable Curtailment Date 1095, or (E) the first date that such Floor Plan Vehicle or Unit shows 65,000 miles on its odometer; and (ii) if such Floor Plan Vehicle or Unit has not previously been sold or otherwise disposed of, 3% of the original principal amount of such Floor Plan Loan will be due and payable on the 15 th day of each month (except November, December, January or February of each year), commencing on (and including) Applicable Curtailment Date 30 (unless such Applicable Curtailment Date 30 falls within the month of November, December, January or February, in which case, commencing on the 15 th day of the next succeeding month of March) and ending on the date of the payment of the balance owed pursuant to clause (i) of this Section 2.09(d) .

(e)      New Floor Plan Units Sold to FEMA (or other State or Federal Agencies) under Hurricane Program .  Principal curtailments (repayments) relating to Floor Plan Loans for Eligible New Floor Plan Units sold to FEMA (or other state or federal agencies working under disaster relief plans) in accordance with this Agreement shall be due as follows:  the entire balance owed on a Floor Plan Loan made as to any such New Floor Plan Unit sold to FEMA (or any other state or federal agency) under the Hurricane Program shall be due on the earlier of (i) three Business Day from the receipt of proceeds from the sale of the Floor Plan Unit, and (ii) Applicable Curtailment Date 120.  For purposes of this Section 2.09(e) , the date of sale shall be the earlier of the date on which FEMA (or such other state or federal agency) or its representative takes possession of a Floor Plan Unit or the date on which FEMA (or such other state or federal agency) acquires a legal right to a Floor Plan Unit.

(f)      Rental Floor Plan Units Leased under Hurricane Program .  Principal curtailments (repayments) relating to Floor Plan Loans for Eligible Rental Floor Plan Units leased to Hurricane Program Lessees in accordance with this Agreement shall be due as follows:  (i) 5% of the original principal amount of a Floor Plan Loan made as to any such Floor Plan Unit shall be paid on the 15th day of each month, beginning the first month after the effective date of the applicable lease and (ii) the balance of such Floor Plan Loan shall be paid on the one-year anniversary of the effective date of the applicable lease.  For purposes of this Section 2.09(f) , the “effective date” of any lease shall be the earliest of the date of the lease, the date on which the Hurricane Program Lessee or its representative takes possession of the applicable Floor Plan Unit, or the date on which the Hurricane Program Lessee acquires a legal right to use such Floor Plan Unit.

(g)      Used Vehicles .  Principal curtailments (repayments) relating to Floor Plan Loans for Eligible Used Vehicles shall be due as follows:

(i)     The entire balance owed on a Floor Plan Loan made as to any Eligible Used Vehicle shall be due upon the earliest of (A) three Business Days after the receipt of proceeds from the sale of a such Used Vehicle, (B) ten Business Days after the sale of such Used Vehicle, (C) 24 hours after such Used Vehicle ceases, for any reason, to qualify as an Eligible Used Vehicle, or (D) Applicable Curtailment Date 180;

(ii)     For any Eligible Used Vehicle, if not previously sold or otherwise disposed of, 2% of the original principal amount of the Floor Plan Loan made as to such Used Vehicle will be due and payable on the 15 th day of each month, commencing on (and

including) Applicable Curtailment Date 90 and continuing thereafter through (and including) Applicable Curtailment Date 150.

(h)      All Floor Plan Vehicles or Units .  Principal curtailments (repayments) of 100% of aggregate outstanding principal amount of all Floor Plan Loans shall be due and payable on the Termination Date.

(i)      Modification or Waiver of Mandatory Curtailment Payments .  The Administrative Agent may (i) modify the timing of payments required in Sections 2.09(a) through (g) for a maximum period of one month up to a maximum amount in any month equal to 25% of the aggregate amount of payments due from the Borrowers during such month and (ii) waive payments required in Sections 2.09(a) through (g) in an aggregate amount of up to $100,000.

(j)      Other Mandatory Payments of Floor Plan Loans .  In the event that (A) the Outstanding Amount of Floor Plan Loans exceeds the aggregate amount of the Floor Plan Commitments, or (B) any Floor Plan Loan sublimit set forth in Section 2.02 with respect to the Floor Plan Facility is exceeded, in either case, the Borrowers shall immediately repay Floor Plan Loans (or, in the case of clause (B), the applicable Floor Plan Loans) in the amount of such excess.

(k)      Change of Manufacturer Category .  The Administrative Agent, in its sole discretion, may change the Manufacturer Category of any manufacturer or supplier of Floor Plan Units (or add a manufacturer or supplier to, or remove a manufacturer or supplier from, a Manufacturer Category) from time to time pursuant to Section 2.02(e) .  For purposes of this Section 2.09 , a change in the status of a manufacturer or supplier of Floor Plan Units from one Manufacturer Category to another (or the addition of a manufacturer or supplier to, or removal of a manufacturer or supplier from, a Manufacturer Category) shall not impact the principal curtailments applicable pursuant to this Section with respect to any Floor Plan Loans advanced prior to the date of any such change.  The principal curtailments under this Section 2.09 applicable to the new Manufacturer Category shall apply to Floor Plan Loans that are advanced on or after the date of such change.

(l)      Mandatory Payments of Revolving Credit Loans .  In the event that the Outstanding Amount of Revolving Credit Loans exceeds the aggregate amount of the Revolving Credit Commitments, the Borrowers shall immediately repay Revolving Credit Loans in the amount of such excess.

2.10      Termination  or Reduction of Commitments .

(a)      Optional Termination of Floor Plan Commitments .  The Company may at any time and from time to time ratably terminate the Floor Plan Commitments in whole or in part (but if in part, then in an aggregate amount not less than $10,000,000 or such greater amount that is an integral multiple of $10,000,000) upon three Business Days prior notice to the Administrative Agent (which shall promptly so notify the applicable Lenders); provided that the Floor Plan Commitments may not be reduced to an amount less than the Outstanding Amount of Floor Plan Loans.  Any termination of such Floor Plan Commitments pursuant to this Section 2.10(a) may not be reinstated.

(b)      Optional Termination of Letter of Credit Commitments .  The Company may at any time and from time to time ratably terminate the Letter of Credit Commitments in whole or in part (but if in part, then in an aggregate amount not less than $500,000 or such greater amount that is an integral multiple of $500,000) upon three Business Days prior notice to the Administrative Agent (which shall promptly so notify the applicable Lenders) and the Letter of Credit Issuer; provided that the Letter of Credit Commitments may not be reduced to an amount less than the Outstanding Amount of L/C Obligations.  Any termination of such Letter of Credit Commitments pursuant to this Section 2.10(b) may not be reinstated.

(c)      Optional Termination of Revolving Credit Commitments .  The Company may at any time and from time to time ratably terminate the Revolving Credit Commitments in whole or in part (but if in part, then in an aggregate amount not less than $1,000,000 or such greater amount that is an integral multiple of $1,000,000) upon three Business Days prior notice to the Administrative Agent (which shall promptly so notify the applicable Lenders).  Any termination of such Revolving Credit Commitments pursuant to this Section 2.10(c) may not be reinstated.

(d)      Mandatory Reduction of Revolving Credit Commitments .  The then aggregate Revolving Credit Commitments shall automatically be reduced by $1,750,000 on the last day of each fiscal quarter of the Borrower, commencing with the fiscal quarter ending March 31, 2019.   Each such reduction of Revolving Credit Commitments shall be allocated ratably to the Revolving Credit Commitments of the Lenders at such time. Any reduction of Revolving Credit Commitments pursuant to this Section 2.10(d) may not be reinstated.

(e)      Application of Commitment Reductions; Payment of Fees .  The Administrative Agent will promptly notify the applicable Lenders and the Letter of Credit Issuer, as applicable, of any termination or reduction of the Letter of Credit Commitments, the Floor Plan Commitments or the Revolving Credit Commitments under this Section 2.10 .  Upon any reduction of the Letter of Credit Commitments, the Letter of Credit Commitment of each L/C Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount; upon any reduction of the Floor Plan Commitments, the Floor Plan Commitment of each Floor Plan Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount; and upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount; provided that at all times each Lender’s Applicable Percentage with respect to the Letter of Credit Facility shall be the same as its Applicable Percentage with respect to the Floor Plan Facility and its Applicable Percentage with respect to the Revolving Credit Facility.  All fees in respect of the Letter of Credit Facility, the Floor Plan Facility or the Revolving Credit Facility, as applicable, accrued until the effective date of any termination of the Letter of Credit Facility, the Floor Plan Facility or the Revolving Credit Facility, respectively, shall be paid on the effective date of such termination.

2.11      Repayment of Loans and L/C Borrowings .  (a)  Floor Plan Loans .  All outstanding Floor Plan Loans shall be due and payable in full on the Termination Date.

(b)      L/C Borrowings .  Without limiting the right of the L/C Issuer to demand earlier repayment of L/C Borrowings pursuant to Section 2.01(c)(iii) , all outstanding L/C Borrowings shall be due and payable on the Maturity Date.

(c)      Revolving Credit Loans .  All outstanding Revolving Credit Loans shall be due and payable in full on the Termination Date.

2.12      Interest .

(a)      Interest Generally .  Subject to the provisions of this Section 2.12 , each Loan shall bear interest at a rate per annum equal to the Floating LIBOR Rate plus the Applicable Rate or, at the option of the Company, the Base Rate plus the Applicable Rate.

(b)      Application of FLAIR Reduction to Floor Plan Loans .  So long as no Default has occurred and is continuing, and subject to the terms and conditions of Section 2.04 , the interest payable with respect to each Floor Plan Loan (or portion thereof) at any time deemed reduced by Section 2.04 will be reduced in an amount equal to the product of (i) the outstanding principal amount of such Floor Plan Loan (or portion thereof) and (ii) the difference of (A) the per annum interest rate otherwise applicable to such Floor Plan Loan (or portion thereof) at such time minus (B) 0.75% per annum.

(c)      Default Rate .  Notwithstanding anything contained in Section 2.14 , during the existence of any Event of Default or after acceleration of the Loans pursuant to the terms of Section 8.02 hereof, the Borrowers shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all Loans outstanding hereunder upon written notice to the Company (a “ Default Rate Notice ”) at the Default Rate.  The Default Rate shall be applicable commencing on the date of the Default Rate Notice or retroactively to the date of such Event of Default, as specified in the Default Rate Notice.

(d)      Due Dates .  Interest on each Floor Plan Loan, each Revolving Credit Loan and (to the extent such interest is not earlier demanded pursuant to Section 2.01(c)(iii)) each L/C Borrowing shall be due and payable in arrears on each Interest Payment Date, and on the Maturity Date, except as otherwise provided in this Agreement.  While any Event of Default exists or after acceleration of the Loans, interest shall be paid on demand of the Administrative Agent.

(e)      Interest on Eligible New/Rental Floor Plan Loans .  For purposes of computing interest on Eligible New/Rental Floor Plan Loans, interest on such Loans shall begin to accrue upon the date the relevant Borrower receives or accepts delivery of the Eligible New Floor Plan Unit(s), the Eligible Rental Floor Plan Unit(s) or the Permitted Company Vehicle being financed; provided that if such a Loan with respect to an Eligible Forest River New/Rental Vehicle or Unit is advanced prior to delivery of such Vehicle or unit, interest on such Loan shall begin to accrue on the date that such Loan is advanced.  For purposes of computing interest on Specified New Floor Plan Loans, Eligible Used Floor Plan Loans and all other Floor Plan Loans (except Eligible New/Rental Floor Plan Loans), interest on such Loans shall begin to accrue on the date that such Loan is advanced.  No Loan will be advanced until the Administrative Agent confirms or otherwise establishes delivery of the relevant Floor Plan Vehicle(s) or Unit(s); provided that in the case of an Eligible Forest River New/Rental Vehicle or Unit, a related Eligible New/Rental Floor Plan Loan may be advanced within seven (7) days after the invoice date for such Eligible Forest River New/Rental Vehicle or Unit, even if the relevant Borrower has not yet received or accepted delivery of such Vehicle or unit.  The relevant Borrower shall provide written confirmation to the Administrative Agent acknowledging receipt of Eligible New Floor Plan

Units, Specified New Floor Plan Units, Eligible Rental Floor Plan Units or Permitted Company Vehicles no later than 48 hours after the delivery of such Eligible New Floor Plan Units, Specified New Floor Plan Units, Eligible Rental Floor Plan Units or Permitted Company Vehicles.  If the relevant Borrower fails to provide such written confirmation within the prescribed period, the Administrative Agent may, in its sole and absolute discretion, establish the delivery date by relying on vendor delivery confirmations, inspection by the Administrative Agent, or other method.

(f)      Automatic Debit of Interest .  The Administrative Agent and the Company may, at any time, enter into an arrangement that provides for the automatic debiting, from a deposit account specified by the Company, of any or all of the accrued interest payable by Borrowers hereunder.

2.13      Fees .  In addition to certain fees described in Sections 2.01(h) and (i) :

(a)      Commitment Fee .  The Borrowers shall pay to the Administrative Agent (i) for the account of each L/C Lender in accordance with its Applicable Percentage of the Letter of Credit Facility, a commitment fee equal to 0.200% per annum times the actual daily amount by which the Letter of Credit Facility exceeds the sum of the L/C Obligations, (ii) for the account of each Floor Plan Lender in accordance with its Applicable Percentage of the Floor Plan Facility, a commitment fee equal to 0.200% per annum times the actual daily amount by which the Floor Plan Facility exceeds the sum of the Outstanding Amount of all Floor Plan Loans, and (iii) for the account of each Revolving Credit Lender in accordance with its Applicable Percentage of the Revolving Credit Facility, a commitment fee equal to 0.200% per annum times the actual daily amount by which the Revolving Credit Facility exceeds the sum of the Outstanding Amount of all Revolving Credit Loans, in each case subject to adjustment as provided in Section 2.21 .  The commitment fees shall accrue at all times during the relevant Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears, (i) calculated as of the last Business Day of each March, June, September and December and payable on the 15 th day of the first month following such March, June, September or December, or if such day falls on a day other than a Business Day, the next Business Day thereafter, commencing with the first such date to occur after the Effective Date and (ii) calculated and payable as of the last day of such Availability Period.

(b)      Other Fees .

(i)     The Borrowers shall pay to the Administrative Agent for its own account the fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii)     The Borrowers shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.14      Computation of Interest; Interest Rate Election and Determination .

(a)     All fees and interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed.  The Company shall provide written notice to the Administrative

Agent of the Company’s election to have all Loans treated as Base Rate Loans or Floating LIBOR Rate Loans, as applicable, with respect to each calendar quarter thereafter during which Letter of Credit Commitments, Floor Plan Commitments or Revolving Credit Commitments remain outstanding, on or before the date that is three (3) Business Days preceding the commencement of such calendar quarter. Such notice of election of the interest rate of the Loans shall be on such form as may be approved by the Administrative Agent (including, in the case of any such election with respect to a Revolving Credit Loan, any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent; provided, that the interest rate for all Loans must be the same, as set forth above).  In the event the Company does not make any such election within the time period requirements of this Section, all Loans shall continue to be treated as Base Rate Loans or Floating LIBOR Rate Loans, as the case may be, as determined by the most recent election made by the Company in compliance with the time period requirements of this Section.  The applicable Floating LIBOR Rate and the Base Rate shall be determined by the Administrative Agent and such determinations shall be conclusive absent manifest error.  The Floating LIBOR Rate will be adjusted on the first day of each calendar month (each such day, an “ Adjustment Date ”) and remain fixed until the next Adjustment Date.  If the Adjustment Date in any month falls on a day that is not a Business Day, at the Administrative Agent’s option, the Adjustment Date for such month will be the first Business Day immediately following such day.  The Administrative Agent shall from time to time advise the Company and each Lender of each such determination.

(b)     If, as a result of any restatement of or other adjustment to the financial statements of the Company and its Subsidiaries or for any other reason, the Company or the Lenders determine that (i) the Current Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Current Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.  This paragraph shall not limit the rights the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under  Section 2.01(c)(iii) ,   2.01(h) or 2.12(c) or under Article VIII .  The Borrowers’ obligations under this paragraph shall survive the termination of the Total Commitment and the repayment of all Obligations hereunder.

2.15      Evidence of Debt .  (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to any Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

Upon the request of any Lender made through the Administrative Agent, each Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Floor Plan Note or Revolving Credit Note which shall evidence such Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Floor Plan Note or Revolving Credit Note and endorse thereon the date, applicable interest rate, amount and maturity of its Loans and payments with respect thereto.

(b)     In addition to the accounts and records referred to in Section 2.15(a) , each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.16      Payments Generally; Administrative Agent’s Clawback .

(a)      General .  All payments to be made by any Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by any Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, either (i) for payments not made via online transfer, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein, or (ii) via online transfer in accordance with the instruction of the Administrative Agent on the date any such payment is due and payable.  For payments not made via the online system, any payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  Any payments made via the online system through a Bank of America checking account prior to 5:00 p.m. shall be deemed received as of that day.  If the payment is made after 5:00 p.m., it shall be deemed received as of the opening of business on the next Business Day.  Payments made via the online system through any other bank made prior to 5:00 p.m. shall be deemed received as of the opening of business on the next Business Day.  If the payment is made after 5:00 p.m., the payment shall be deemed received as of the opening of business on the second Business Day following the payment.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing interest or fees, as the case may be.

(b)     (i)      Funding by Lenders; Presumption by Administrative Agent .   Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBOR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Sections 2.02 and 2.03 (or Sections 2.05 and 2.06 , as applicable) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount.  In such event if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans.  If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s

Loan included in such Borrowing.  Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)      Payments by Borrowers; Presumptions by Administrative Agent .  Unless the Administrative Agent shall have received notice from the Company prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Company with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)      Failure to Satisfy Conditions Precedent .  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)      Obligations of Lenders Several .  The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 10.04(c) are several and not joint.  The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c) .

(e)      Funding Source .  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f)      Insufficient Funds .  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, subject to Section 2.17 , such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward

payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

2.17      Weekly Settlement of Floor Plan Loans .

(a)     To minimize the frequency of transfers of funds between the Administrative Agent and each Floor Plan Lender, advances and repayments of Floor Plan Loans will be settled according to the procedures described in this Section 2.17 .  The Administrative Agent shall, once every seven days (or sooner, if so elected by the Administrative Agent in its discretion), but in each case on a Business Day, (each such day being a “ Settlement Date ”), distribute to each Floor Plan Lender a statement (the “ Agent’s Report ”) disclosing as of the immediately preceding Business Day, the aggregate unpaid principal balance of Floor Plan Loans outstanding as of such date, repayments and prepayments of principal received from the Borrowers with respect to the Floor Plan Loans since the immediately preceding Agent’s Report and additional Floor Plan Loans made to the Borrowers since the date of the immediately preceding Agent’s Report.  Each Agent’s Report shall disclose the net amount (the “ Settlement Amount ”) due to or due from the Floor Plan Lenders to effect a Settlement of any Floor Plan Loan.  The Administrative Agent’s Report submitted to a Floor Plan Lender shall be, absent manifest error, prima facie evidence of the amount due to or from such Lender to effect a Settlement of any Floor Plan Loan.  If the Administrative Agent’s Report discloses a net amount due from the Administrative Agent to any Floor Plan Lender to effect the Settlement of a Floor Plan Loan, the Administrative Agent, concurrently with the delivery of the Administrative Agent’s Report to the Floor Plan Lenders, shall transfer, by wire transfer or otherwise, such amount to such Floor Plan Lender in funds immediately available to such Floor Plan Lender, in accordance with such Floor Plan Lender’s instructions.  If the Administrative Agent’s Report discloses a net amount due to the Administrative Agent from any Floor Plan Lender to effect the Settlement of any Floor Plan Loan, then such Floor Plan Lender shall wire transfer such amount, in funds immediately available to the Administrative Agent, as instructed by the Administrative Agent.  Unless otherwise agreed by the Administrative Agent, such net amount due from a Floor Plan Lender to the Administrative Agent shall be due by 5:00 p.m. on the Settlement Date if such Agent’s Report is received before 1:00 p.m. and such net amount shall be due by 5:00 p.m. on the first Business Day following the Settlement Date if such Agent’s Report is received after 1:00 p.m..  Notwithstanding the foregoing, payments actually received by the Administrative Agent (which shall be credited on the day received if received prior to 1:00 p.m.) with respect to the following items shall be distributed by the Administrative Agent to each Floor Plan Lender as follows:

(i)     on the 16th day of each month (or if such day is not a Business Day, on the following Business Day), payments applicable to interest on the Floor Plan Loans received by the Administrative Agent with respect to Floor Plan Loans outstanding during the preceding month shall be paid to each Floor Plan Lender in proportion to its Percentage of the Floor Plan Loans (based on the outstanding principal amount of funds actually advanced by such Floor Plan Lender with respect to such Floor Plan Loans).  Each Floor Plan Lender’s share of interest accruing each day on the Floor Plan Loans shall be based on such Floor Plan Lender’s Daily Loan Balance.  For purposes hereof, the term “ Daily Loan Balance ” shall mean as of any day for any Floor Plan Lender, an amount calculated as of the end of that day by subtracting (a) the cumulative principal amount paid by the Administrative Agent to such Floor Plan Lender on account of Floor Plan Loans from the

Effective Date through and including the date as of which the Daily Loan Balance is being determined from (b) the cumulative principal amount advanced by such Floor Plan Lender to the Administrative Agent for the benefit of the Borrowers to fund Floor Plan Loans made on and after the Effective Date through and including such date of determination.  Notwithstanding the foregoing, each Floor Plan Lender hereby acknowledges that it shall only receive interest on an Eligible New/Rental Floor Plan Loan from the date that it advances funds with respect thereto and it will not participate in any discounts and/or subsidies received from any Tier 1 Manufacturer or Tier 2 Manufacturer; and

(b)     In the event that any bankruptcy, reorganization, liquidation, receivership or similar cases or proceedings in which any Borrower is a debtor prevent the Administrative Agent or any Floor Plan Lender from making any Floor Plan Loan to effect a Settlement contemplated hereby, the Administrative Agent or such Floor Plan Lender, as the case may be, will make such dispositions and arrangements with the other Floor Plan Lenders with respect to such Floor Plan Loans, either by way of purchase of participations, distribution, pro tanto assignment of claims, subrogation or otherwise, as shall result in each Floor Plan Lender’s share of the outstanding Floor Plan Loans being equal, as nearly as may be, to the percentage which such Floor Plan Lender’s Floor Plan Commitment bears to the Floor Plan Commitments of all the Floor Plan Lenders.

(c)     Payments to effect a Settlement shall be made without set-off, counterclaim or reduction of any kind.  The failure or refusal of any Floor Plan Lender to make available to the Administrative Agent at the aforesaid time and place the amount of the Settlement Amount due from such Floor Plan Lender (i) shall not relieve any other Floor Plan Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Floor Plan Lender’s Settlement Amount and (ii) shall not impose upon such other Floor Plan Lender any liability with respect to such failure or refusal or otherwise increase the Floor Plan Commitment of such other Floor Plan Lender.

2.18      Sharing of Payments by Lenders .  (Subject to Section 8.03 ) if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time (subject to any adjustments the Administrative Agent may require pursuant to Section 2.17 )) of payments on account of the Obligations due and payable to the other Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time (subject to any adjustments the Administrative Agent may require pursuant to Section 2.17 )) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations of the other Lenders, or make

such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be (subject to any adjustments the Administrative Agent may require pursuant to Section 2.17) ,   provided that:

(i)     if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)     the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.20 , or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to any Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.19      Joint and Several Liability; Agency of the Company .

(a)     Notwithstanding any other provision of this Agreement, each Borrower shall be jointly and severally liable as a primary obligor, and not merely as surety, for any and all Obligations now or hereafter owed by any Borrower to the Administrative Agent, the L/C Issuer and the Lenders, whether voluntary or involuntary and however arising, whether direct or acquired by any Lender by assignment or succession, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether any Borrower or Borrowers may be liable individually or jointly with others, or whether recovery upon such Obligations may be or hereafter become barred by any statute of limitations, or whether such Obligations may be or hereafter become otherwise unenforceable (such Obligations, the “ Borrowers’ Liabilities ”).  For valuable consideration, each Borrower unconditionally guarantees and promises to pay to Administrative Agent, on behalf of itself and the Lenders, on demand, in lawful money of the United States, any and all of the Borrowers’ Liabilities.  Notwithstanding the foregoing, the liability of each Borrower individually with respect to its Borrowers’ Liabilities shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law.  This is a guaranty of payment and not of collection.

(b)     The guaranty of each Borrower hereunder shall be a continuing guaranty relating to any Borrowers’ Liabilities, including those arising under successive transactions which shall either continue Obligations or from time to time renew any Obligations after such Obligations shall have been satisfied.  Any payment by any of the Borrowers shall not reduce the Borrowers’ maximum obligation hereunder.

(c)     The Obligations of each Borrower are independent, and a separate action or actions may be brought and prosecuted against a Borrower whether action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions; and each Borrower waives the benefit of any statute of limitations affecting its liability hereunder.

(d)     Each Borrower agrees that neither the Administrative Agent nor any Lender shall have any responsibility to inquire into the apportionment, allocation or disposition of the proceeds of any Credit Extension as among the Borrowers, and acknowledges that its liability hereunder shall not be reduced or diminished by the identity of such Borrower giving or receiving of notices and other communications, making requests for, or effecting conversions or continuations of, Loans or Letters of Credit, executing and delivering certificates, or receiving or allocating disbursements from the Lenders.  Each Borrower acknowledges that the handling of any Facility hereunder on a joint borrowing basis as set forth in this Agreement is solely an accommodation to the Borrowers and is done at their request.  Each Borrower agrees that no Lender shall incur any liability to such Borrower as a result of such accommodation.

(e)     Each Borrower represents and warrants to the Administrative Agent and the Lenders that the request for any joint handling of any Loans, Letters of Credit or other Obligations made hereunder or under any other Loan Document was made because the Borrowers are engaged in related operations and are interdependent.  Each Borrower expects to derive benefit, directly or indirectly, from the availability of each Loan, Letter of Credit or other Obligation because the successful operation of each Borrower is dependent on the continued successful performance of the functions of the Borrowers as a group.

(f)     Each Borrower represents and warrants to the Administrative Agent and the Lenders that (i) it has established adequate means of obtaining from each other Borrower on a continuing basis financial and other information pertaining to the business, operations and condition (financial and otherwise) of each other Borrower and its respective property, and (ii) it now is and hereafter will be completely familiar with the business, operations and condition (financial and otherwise) of each other Borrower, and its property.  Each Borrower hereby waives and relinquishes any duty on the part of the Administrative Agent to disclose to such Borrower any matter, fact or thing relating to the business, operations or condition (financial or otherwise) of any other Borrower, or the property of any other Borrower, whether now or hereafter known by the Administrative Agent or any Lender during the life of this Agreement.

(g)     Each Borrower expressly waives any right to require the Administrative Agent and the Lenders to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any other Person or any collateral provided by any other Borrower or any other Person, and agrees that the Administrative Agent and the Lenders may proceed against any Borrower and/or collateral in such order as they shall determine in their sole and absolute discretion.  The Administrative Agent and the Lenders may file a separate action or actions against

any Borrower, whether action is brought or prosecuted with respect to any other security or against any other Person, or whether any other Person is joined in any such action or actions.  Each Borrower agrees that the Administrative Agent and the Lenders and any other Borrower may deal with each other in connection with the Obligations, the Borrowers’ Liabilities or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the obligations of such Borrower under the Loan Documents.

(h)     Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of any other Borrower, any Guarantor or any other Person with respect to any Obligations, (ii) the unenforceability or invalidity as to any other Borrower, any Guarantor or any other Person of the Obligations, (iii) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (iv) the cessation for any cause whatsoever of the liability of any Borrower, any Guarantor or any other Person (other than by reason of the full payment and performance of all Obligations), (v) to the extent permitted by law, any failure of the Administrative Agent and the Lenders to give notice of sale or other disposition to any Borrower, any Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition, (vi) to the extent permitted by law, any failure of the Administrative Agent and the Lenders to comply with applicable laws in connection with the sale or other disposition of any collateral or other security for any Obligation, including without limitation any failure of the Administrative Agent and the Lenders to conduct a commercially reasonable sale or other disposition of any collateral or other security for any obligation, (vii) any act or omission of the Administrative Agent and the Lenders, that directly or indirectly results in or aids the discharge or release of any Borrower or any Guarantor or the Obligations or any other security or guaranty therefor by operation of law or otherwise, (viii) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (ix) any failure of the Administrative Agent and the Lenders to file or enforce a claim in any bankruptcy or other proceeding with respect to any other Borrower, any Guarantor or any other Person, (x) the election by the Administrative Agent and the Lenders, in any bankruptcy proceeding of any other Borrower or any Guarantor, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (xi) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code in connection with the bankruptcy of any other Borrower or any Guarantor, (xii) any use of cash collateral under Section 363 of the United States Bankruptcy Code, or (xiii) any agreement or stipulation with any other Borrower or any Guarantor with respect to the provision of adequate protection in any bankruptcy proceeding of any Person.

(i)     Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Borrower is a party, each Borrower hereby waives, so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding, with respect to each other Borrower and its successors and assigns (including any surety) and any other party any and all rights at law or in equity, to subrogation, to reimbursement, to exoneration, to contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker, to an accommodation party against the party accommodated, or to a

holder or transferee against a maker and which any Borrower may have or hereafter acquire against any other Borrower or any other Person in connection with or as a result of the execution, delivery and/or performance of this Agreement or any other Loan Document.  Each Borrower agrees that, so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding, it shall not have or assert any such rights against any other Borrower or its successors and assigns or any other party (including any surety), either directly or as an attempted setoff to any action commenced against any Borrower by another Borrower (as borrower or in any other capacity) or any other party.  Each Borrower hereby acknowledges and agrees that this waiver is intended to benefit the Administrative Agent and the Lenders and shall not limit or otherwise affect Borrowers’ liability hereunder, under any other Loan Document to which any Borrower is a party, or the enforceability hereof or thereof.

(j)     Any obligations of any Borrower or any Guarantor to any other Borrower, now or hereafter existing, including but not limited to any obligations to a Borrower or a Guarantor as subrogee of the Administrative Agent and the Lenders or resulting from a Borrower’s performance under this guaranty, are hereby subordinated to the Borrowers’ Liabilities.  Such obligations of a Borrower or a Guarantor to another Borrower, if the Administrative Agent so requests, shall be enforced, and performance received by such Borrower or such Guarantor as trustee for the Administrative Agent and the Lenders, and the proceeds thereof shall be paid over to the Administrative Agent for the benefit of the Administrative Agent and the Lenders on account of the Obligations of Borrowers to the Administrative Agent and the Lenders, but without reducing or affecting in any manner the liability of any Borrower under the other provisions of the guaranty contained herein.

(k)     Each Borrower irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, (iii) the receipt of the proceeds of any Loans made by the Lenders to the Borrowers hereunder, and (iv) for receiving service of process.  Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by any or each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein.  Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement or any other Loan Document shall be deemed to have been delivered to each Borrower (to the extent delivery to such Borrower is required by or appropriate under the terms of this Agreement).

(l)     Notwithstanding anything to the contrary contained herein, to the extent this Agreement requires payment of an amount by “each Borrower”,  “the Borrowers” or “a Borrower”, such payment shall be made by the Borrowers, jointly and severally, without duplication.

2.20      Cash Collateral .

(a)      Certain Credit Support Events .  If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing,

(ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Company shall be required to provide Cash Collateral pursuant to Section 8.02 , or (iv) there shall exist a Defaulting Lender, the Borrowers shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.21(a)(iv) and any Cash Collateral provided by the Defaulting Lender).  If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim.  Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.

(b)      Grant of Security Interest .  Each of the Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.20(c) .  If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided (other than any Permitted Lien), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrowers will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more Controlled Accounts at Bank of America. The Borrowers shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c)      Application .  Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.20 or Sections 2.01 ,   2.21 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d)      Release .  Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi) )) or (ii) the determination by the

Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided , however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.21      Defaulting Lenders .

(a)      Adjustments .  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)      Waivers and Amendments .  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders”,  “Required Floor Plan Lenders”,  “Required L/C Lenders”, “Required Revolving Credit Lenders” and Section 10.01 .

(ii)      Defaulting Lender Waterfall .  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or hereunder; third , to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.20 ;   fourth , as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.20 ;   sixth , to the payment of any amounts owing to the Lenders or the L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such

Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.21(a)(iv) . Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)      Certain Fees .

(A)     No Defaulting Lender shall be entitled to receive any commitment fee pursuant to Section 2.13(a) for any period during which such Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender);

(B)     Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.20 .

(C)     With respect to any fee payable under Section 2.13(a) or (b) or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrowers shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv)      Reallocation of Applicable Percentages to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s participation in L/C Obligations shall be reallocated among the Non-Defaulting Lenders that are L/C Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Letter of Credit Facility Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Letter of Credit Commitment. Subject to Section 10.22 , no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from

that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(b)      Defaulting Lender Cure .  If the Borrowers, the Administrative Agent, and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Floor Plan Loans, Revolving Credit Loans and funded and unfunded participations in Letters of Credit (including any L/C Advances) to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.21(a)(iv) ), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided ,   further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(i)     Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws.  If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)     If any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01 ) the applicable

Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii)     If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01 ) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b)      Payment of Other Taxes by the Loan Parties .  Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c)      Tax Indemnifications .  (i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Company by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.  Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii)     Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and ( z ) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes

attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii) .

(d)      Evidence of Payments .  Upon request by the Company or the Administrative Agent, as the case may be, after any payment of Taxes by any Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01 , the Company shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Company, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Company or the Administrative Agent, as the case may be.

(e)      Status of Lenders; Tax Documentation .

(i)     Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A) ,   (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)     Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person,

(A)     any Lender that is a U.S. Person shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed originals of IRS

Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)     any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following is applicable:

(I)     in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BENE (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BENE (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(II)     executed copies of IRS Form W-8ECI;

(III)     in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit M-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Loan Party within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed copies of IRS Form W-8BENE (or W-8BEN, as applicable); or

(IV)     to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-SECT, IRS Form W-8BENE (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-2 or Exhibit M-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-4 on behalf of each such direct and indirect partner;

(C)     any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign

Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Company or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)     if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii)     Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so.

(iv)     For purposes of determining withholding Taxes imposed under FATCA, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

(f)      Treatment of Certain Refunds .  Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.  If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01 , it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any

penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if any Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.