Exhibit
10.1


 


Execution Version


 





 



 


AMENDED
AND RESTATED CREDIT AGREEMENT


 


Among


 


LDRV
HOLDINGS CORP.,


a
Delaware Corporation, and


Lazydays
RV America, LLC, Lazydays RV Discount, LLC, and Lazydays Mile Hi RV, LLC,


Each
a Delaware Limited Liability Company


 


And


 


VARIOUS
OTHER AFFILIATED ENTITIES HEREAFTER PARTIES HERETO,


 


“As
Borrowers”


 


and


 


MANUFACTURERS
AND TRADERS TRUST COMPANY,


A
New York Banking Corporation,


 


“As
Administrative Agent, Swingline Lender and Issuing Bank”


 


and


 


MANUFACTURERS
AND TRADERS TRUST COMPANY,


A
New York Banking Corporation,


 


AND
VARIOUS OTHER FINANCIAL INSTITUTIONS


NOW
OR HEREAFTER PARTIES HERETO


 


“As
Lenders”


 


Dated:
To Be Effective As Of July 14, 2021


 





 



 







    	 



     


    

 


TABLE
OF CONTENTS


 


	ARTICLE
    1	CERTAIN
    DEFINITIONS; RULES OF CONSTRUCTION	 
	 	 	 
	Section
    1.01.	Certain
    Definitions	1
	Section
    1.02.	Terms
    Generally	56
	Section
    1.03.	Joint
    and Several Liability of Borrowers	57
	Section
    1.04.	Accounting
    Principles	57
	 	 	 
	ARTICLE
    2	CREDIT
    FACILITIES	58
	 	 	 
	Section
    2.01.	Floor
    Plan Loans	58
	2.01.1.	Floor
    Plan Loan Promissory Notes	59
	2.01.2.	Procedure
    For Floor Plan Loan Borrowings	59
	2.01.3.	Overadvances	60
	2.01.4.	Settlement
    Of Floor Plan Loans Among Floor Plan Lenders	60
	2.01.5.	Repayment
    Of Floor Plan Loans	60
	2.01.6.	Payments
    Due Upon Sale or Ineligibility Of Floor Plan Vehicles or Units	61
	2.01.7.	Eligible
    New Floor Plan Unit Curtailment	61
	2.01.8.	Eligible
    Used Floor Plan Unit Curtailment	61
	2.01.9.	Permitted
    Company Vehicle Curtailment	61
	2.01.10.	Out
    Of Balance Floor Plan Vehicles or Units	62
	2.01.11.	Deposit
    And Application Of Payment	62
	2.01.12.	Permitted
    Purposes Of Floor Plan Loans	62
	2.01.13.	Title
    Documents	62
	2.01.14.	Power
    of Attorney	62
	2.01.15.	Floor
    Plan Unused Commitment Fees	63
	2.01.16.	Permanent
    Reduction Of Floor Plan Line of Credit Dollar Cap	63
	2.01.17.	Floor Plan Interest Reduction Arrangement	63
	2.01.18.	Payments
    Due Upon Casualty Event	64
	Section
    2.02.	M&T
    Advances	64
	2.02.1.	Advances	64
	2.02.2.	Automated
    Sweep Program	64
	2.02.3.	Repayment
    Obligations of Borrowers	64
	Section
    2.03.	Revolving
    Credit Loans	64
	2.03.1.	Revolving
    Credit Loan Promissory Notes	64
	2.03.2.	Procedure
    For Revolving Credit Loan Borrowings	64
	2.03.3.	Repayment
    Of Revolving Credit Loans	65
	2.03.4.	Permitted
    Purposes Of Revolving Credit Loans	65
	2.03.5.	Revolving
    Credit Unused Commitment Fees	65
	2.03.6.	Permanent
    Reduction Of Revolving Credit Dollar Cap	65
	2.03.7.	Borrowing
    Base Overadvance	65
	Section
    2.04.	Swingline
    Loan Subfacility	66
	2.04.1.	Advances	66
	2.04.2.	Repayment
    of Swingline Loans Upon Swingline Conversion Event	66
	2.04.3.	Participations	67
	2.04.3.	Obligations
    Absolute	67
	Section
    2.05.	Letter
    of Credit Subfacility	68
	2.05.1.	Request
    for Issuance; Amendment; Renewal; Extension; Certain Conditions	68
	2.05.2.	Expiration
    Date	69
	2.05.3.	Agreement
    of Lenders To Purchase Proportionate Share of Letters of Credit	69
	2.05.4.	Reimbursement
    Obligations of the Borrower	69
	2.05.5.	Borrowers’
    Reimbursement Obligations Are Absolute	70
	2.05.6.	Applicability
    of ISP98	70
	2.05.7.	Interim
    Interest	70
	2.05.8.	Cash
    Collateralization	70
	2.05.9.	Letter
    of Credit Fees	71



 






    	i



     


    

 


	2.05.10.	Letters
    of Credit Issued for Other Loan Parties or Subsidiaries	71
	Section
    2.06.	Term
    Loans	71
	2.06.1.	Term
    Loan Notes	71
	2.06.2.	Payment	71
	2.06.3.	Mandatory
    Prepayments	72
	2.06.4.	Voluntary
    Prepayments	72
	2.06.5.	Permitted
    Purposes Of Term Loan	73
	Section
    2.06A.	Mortgage
    Loans	73
	2.06A.1.	Mortgage
    Loan Note	73
	2.06A.2.
    	Payment	73
	2.06A.3.
    	Mandatory
    Prepayments	73
	2.06A.4.
    	Voluntary
    Prepayments	74
	2.06A.5.
    	Permitted
    Purposes of Mortgage Loans	74
	Section
    2.07.	Interest
    Terms Applicable To The Loans	74
	2.07.1.	Adjusted
    Base Rate	74
	2.07.2.	LIBOR
    Borrowing Option	74
	2.07.3.	Breakage
    Costs	77
	2.07.4.	Illegality	77
	2.07.5.	Termination
    Of Right to Elect LIBOR Borrowings	77
	2.07.6.	Calculation
    Of Interest	78
	2.07.7.	Default
    Interest	78
	2.07.8.	Maximum
    Rate Of Interest	78
	2.07.9.	Late
    Payment Charges	78
	2.07.10.	Effect
    of Benchmark Transition Event	79
	Section
    2.08.	Pro
    Rata Treatment And Payments	80
	2.08.1.	Distribution
    Of Payments To Lenders	80
	2.08.2.	Funding
    Of Loans	81
	2.08.3.	Ratable
    Sharing	81
	2.08.4.	Setoffs,
    Counterclaims, Other Payments	82
	Section
    2.09.	Application
    Of Payments	82
	Section
    2.10.	Increased
    Costs	83
	2.10.1.	Increased
    Costs Generally	83
	2.10.2.	Capital
    Requirements	83
	2.10.3.	Certificate
    for Reimbursement	83
	2.10.4.	Delay
    in Requests	83
	Section
    2.11.	Taxes	84
	2.11.1.	Defined
    Terms	84
	2.11.2.	Payments
    Free of Taxes	84
	2.11.3.	Payment
    of Other Taxes by the Borrower	84
	2.11.4.	Indemnification	84
	2.11.5	Indemnification
    by Lenders	84
	2.11.6	Evidence
    of Payments	85
	2.11.7	Status
    of Lenders	85
	2.11.8	Treatment
    of Certain Refunds	86
	2.11.9	Survival	87
	Section
    2.12	Mitigation,
    Obligations; Replacement of Lenders.	87
	2.12.1	Designation
    of a Different Lending Office	87
	2.12.2	Replacement
    of Lenders	87
	Section
    2.13	Certain
    Credit Support Events	88
	Section
    2.14	Defaulting
    Lenders	88
	2.14.1	Defaulting
    Lender Adjustments	88
	2.14.2	Defaulting
    Lender Cure	91
	2.14.3	New
    Swingline Loans/Letters of Credit/M&T Advances	91
	Section
    2.15	Fees	91
	Section
    2.16	Payments	92
	Section
    2.17	Advancements	92



 






    	ii



     


    

 


	Section
    2.18	Co-Borrower
    Provisions	92
	2.18.1	Borrower
    Representative	92
	2.18.2	Subordination	93
	2.18.3	Postponement
    of Subrogation	93
	2.18.4	No
    Discharge	93
	2.18.5	Waivers	93
	2.18.6	Cross-Guaranty;
    Joint and Several Liability of Co-Borrowers	94
	2.18.7	Obligations
    Among Loan Parties	95
	Section
    2.19	Swap
    Obligations; Keepwell	95
	Section
    2.20	Acknowledgment
    and Consent to Bail-In of Affected Financial Institutions	95
	Section
    2.21	Reserves	96
	 	 	 
	ARTICLE
    3	REPRESENTATIONS
    AND WARRANTIES	96
	 	 	 
	Section
    3.01	Organization
    and Qualification	96
	Section
    3.02	Capitalization
    and Ownership	96
	Section
    3.03	Subsidiaries	97
	Section
    3.04	Power
    and Authority	97
	Section
    3.05	Validity
    and Binding Effect	97
	Section
    3.06	No
    Conflict	97
	Section
    3.07	Litigation	97
	Section
    3.08	Financial
    Statements; Financial Projections	98
	3.08.1	Financial
    Statements	98
	3.08.2	Books
    and Records	98
	3.08.3	Absence
    of Material Liability	98
	3.08.4	Financial
    Projections	98
	Section
    3.09	Margin
    Stock	98
	Section
    3.10	Full
    Disclosure	98
	Section
    3.11	Tax
    Returns and Payments	99
	Section
    3.12	Consents
    and Approvals	99
	Section
    3.13	No
    Event of Default; Compliance with Instruments	99
	Section
    3.14	Compliance
    with Laws	99
	Section
    3.15	ERISA
    Compliance	99
	3.15.1	Plans
    and Contributions	99
	3.15.2	Pending
    Claims	99
	3.15.3	ERISA
    Events	99
	Section
    3.16	Title
    to Properties	100
	Section
    3.17	Insurance	100
	Section
    3.18	Employment
    Matters	100
	Section
    3.19.	Solvency	100
	Section
    3.20	Material
    Contracts; Burdensome Restrictions	100
	Section
    3.21	Patents,
    Trademarks, Copyrights, Licenses, Etc	100
	Section
    3.22	Liens	101
	Section
    3.23.	Environmental
    Compliance	101
	Section
    3.24.	Anti-Corruption;
    Anti-Terrorism	101
	 	 	 
	ARTICLE
    4	CONDITIONS
    PRECEDENT	101
	 	 	
	Section
    4.01.	Conditions
    to Closing	101
	4.01.1.	Closing
    Submissions	101
	4.01.2.	Fees	103
	4.01.3.	Credit
    Party Expenses	103
	4.01.4	No
    Material Adverse Change	103
	Section
    4.02.	Conditions
    To Advances Of Proceeds Of Loans And Issuance Of Letters Of Credit After Closing Date	103
	4.02.1.	Representations
    And Warranties	103
	4.02.2.	Absence
    Of Defaults And Events Of Default	104
	4.02.3.	No
    Material Adverse Changes	104
	4.02.3.	Loan
    Request	104



 






    	iii



     


    

 


	ARTICLE
    5	AFFIRMATIVE
    COVENANTS	104
	 	 	 
	Section
    5.01.	Payment
    and Performance	104
	Section
    5.02.	Insurance	104
	Section
    5.03.	Collection
    Of Accounts; Sale Of Inventory.	105
	Section
    5.04.	Notice
    Of Litigation And Proceedings	105
	Section
    5.05.	Payment
    Of Liabilities To Third Persons	105
	Section
    5.06.	Notice
    Of Change Of Business Location Or Of Jurisdiction of Organization; Notice of Name Change	105
	Section
    5.07.	Payment
    Of Taxes	105
	Section
    5.08.	Notice
    Of Events Affecting Collateral; Compromise Of Receivables; Returned Or Repossessed Goods	105
	Section
    5.09.	Reporting
    Requirements	106
	5.09.1	[Reserved]	106
	5.09.2.	Monthly
    Financial Statements.	106
	5.09.3.	Annual
    Financial Statements.	106
	5.09.4.	Management
    Letters.	106
	5.09.5.	Compliance
    Certificate	106
	5.09.6.	Reports
    To Other Creditors	106
	5.09.7.	Management
    Changes	106
	5.09.8.	Projections	107
	5.09.9.	Notice
    of Defaults and Events of Default	107
	5.09.10.	ERISA
    Event.	107
	5.09.11.	SEC
    Filings.	107
	5.09.12.	Beneficial
    Ownership	107
	5.09.13.	General
    Information	107
	5.09.14.	Borrowing
    Base Certificates	107
	Section
    5.10.	Preservation
    of Existence, Etc.	109
	Section
    5.11.	Maintenance
    of Assets and Properties	109
	Section
    5.12.	Compliance
    with Laws; Anti-Terrorism; Anti-Corruption	109
	Section
    5.13.	Inspection
    Rights	109
	Section
    5.14.	Environmental
    Matters and Indemnification	109
	Section
    5.15.	Additional
    Subsidiaries	109
	5.15.1.	Domestic
    Subsidiaries.	109
	5.15.2.	Requirements
    for All Additional Subsidiaries.	109
	5.15.3.	Joinder
    of Additional Borrowers.	109
	Section
    5.16.	Deposit
    and Operating Accounts	110
	Section
    5.18.	Post-Closing
    Deliverables	110
	 	 	 
	ARTICLE
    6	NEGATIVE
    COVENANTS	110
	 	 	
	Section
    6.01.	Liens	110
	Section
    6.02.	Investments
    And Loans	110
	Section
    6.03.	Indebtedness	111
	Section
    6.04.	Fundamental
    Changes	112
	Section
    6.05.	Dispositions	112
	Section
    6.06.	Restricted
    Payments	112
	Section
    6.07.	Change
    in Nature Of Business	113
	Section
    6.08.	Transactions
    With Affiliates	113
	Section
    6.09.	Burdensome
    Agreements; Negative Pledges	113
	Section
    6.10.	Use
    Of Proceeds	113
	Section
    6.10.	Tax
    Consolidation	113
	Section
    6.12.	Maximum
    Total Net Leverage Ratio	113
	Section
    6.13.	Minimum
    Consolidated Fixed Charge Coverage Ratio	113
	Section
    6.14.	[reserved]	113
	Section
    6.15.	Anti-Money
    Laundering/International Trade Law Compliance	113
	Section
    6.16	Amendments
    to Amended Charter, Securities Purchase Agreement, or Certificate of Designations	114
	Section
    6.17.	Capital
    Expenditures	114



 






    	iv



     


    

 


	ARTICLE
    7	EVENTS
    OF DEFAULT	114
	 	 	
	Section
    7.01.	Failure
    To Pay	114
	Section
    7.02.	Violation
    Of Covenants	114
	Section
    7.03.	Representation
    Or Warranty.	115
	Section
    7.04.	Cross
    Default	115
	Section
    7.05.	Judgments	115
	Section
    7.06.	Levy
    By Judgment Creditor	115
	Section
    7.07.	Involuntary
    Insolvency Proceedings	115
	Section
    7.08.	Voluntary
    Insolvency Proceedings	115
	Section
    7.09.	Attempt
    To Terminate Or Limit Guaranties	115
	Section
    7.10.	ERISA	116
	Section
    7.11.	Injunction	116
	Section
    7.12.	Invalidity
    of Credit Documents	116
	Section
    7.13.	Invalidity
    of Security Documents	116
	Section
    7.14.	Licenses
    and Agreements	116
	Section
    7.15.	Change
    In Control.	116
	 	 	 
	ARTICLE
    8	RIGHTS
    AND REMEDIES OF CREDIT PARTIES ON THE OCCURRENCE OF AN EVENT OF DEFAULT	116
	 	 	
	Section
    8.01.	Credit
    Parties’ Specific Rights And Remedies	116
	Section
    8.02.	Automatic
    Acceleration	117
	Section
    8.03.	Consent
    To Appointment Of Receiver	117
	Section
    8.04.	Remedies
    Cumulative	117
	Section
    8.05.	Application
    Of Funds	117
	Section
    8.06.	Cash
    Collateral Account	118
	 	 	 
	ARTICLE
    9	THE
    ADMINISTRATIVE AGENT	119
	 	 	
	Section
    9.01.	Appointment	119
	Section
    9.02.	Exculpatory
    Provisions	119
	9.02.1.	No
    Fiduciary, Discretionary or Implied Duties.	119
	9.02.2.	No
    Liability for Certain Actions.	120
	9.02.3.	Knowledge	120
	9.02.4.	No
    Duty to Inquire	120
	Section
    9.03.	Reliance
    by Administrative Agent	120
	Section
    9.04.	Delegation
    of Duties	120
	Section
    9.05.	Resignation
    of Administrative Agent	121
	Section
    9.06.	Non-Reliance
    on Administrative Agent and Other Lenders	121
	Section
    9.07.	Administrative
    Agent May Hold Collateral For Lenders and Others	121
	Section
    9.08.	The
    Administrative Agent In Its Individual Capacity	122
	Section
    9.09.	Administrative
    Agent May File Proofs of Claim	122
	Section
    9.10.	Collateral
    and Guaranty Matters	122
	Section
    9.11.	No
    Reliance on Administrative Agent’s Customer Identification Program	123
	Section
    9.12.	No
    Other Duties, Etc.	123
	Section
    9.13.	Erroneous
    Payments.	123
	Section
    9.14.	Indemnification
    of Administrative Agent.	125
	 	 	 
	ARTICLE
    10	MISCELLANEOUS	126
	 	 	
	Section
    10.01.	Waivers
    and Amendments	126
	Section
    10.02.	Successors
    and Assigns	128
	10.02.1.	Successors
    and Assigns Generally.	128
	10.02.2.	Assignments
    By Lenders.	128
	10.02.3.	Certain
    Additional Payments.	129
	10.02.4.	Register.	129
	10.02.5.	Procedures
    for Implementing Lender Assignments.	129
	Section
    10.03.	Participations	130



 






    	v



     


    

 


	Section
    10.04.	Pledges	130
	Section
    10.05.	Resignation
    Of Issuing Bank And Swingline Lender	131
	Section
    10.06.	No
    Advisory or Fiduciary Responsibility	131
	Section
    10.07.	Right
    of Setoff	131
	Section
    10.08.	Expenses;
    Indemnity; Damage Waiver	132
	10.08.1.	Costs
    and Expenses.	132
	10.08.2.	Indemnification
    by the Borrowers.	132
	10.08.3.	Reimbursement
    by Lenders.	133
	10.08.4.	Waiver
    of Consequential Damages, Etc..	133
	10.08.5.	Payments.	133
	10.08.6.	Survival.	133
	Section
    10.09.	Course
    of Conduct	133
	Section
    10.10.	Notices;
    Effectiveness; Electronic Communication	134
	10.10.1.	Notices
    Generally.	134
	10.10.2.	Electronic
    Communications.	135
	10.10.3.	Change
    of Address, etc..	135
	10.10.4.	Platform.	135
	Section
    10.11.	Treatment
    of Certain Information; Confidentiality	135
	Section
    10.12.	Counterparts
    And Integration	136
	Section
    10.13.	Electronic
    Execution	136
	Section
    10.14.	Severability	136
	Section
    10.15.	Survival	137
	Section
    10.16.	Time	137
	Section
    10.17.	Advertisement	137
	Section
    10.18.	Acknowledgments	137
	Section
    10.19.	Governing
    Law	137
	Section
    10.20.	Jurisdiction	137
	Section
    10.21.	Venue	138
	Section
    10.22.	Service
    Of Process	138
	Section
    10.23.	WAIVER
    OF JURY TRIAL	138
	Section
    10.24.	USA
    Patriot Act Notice	138


 




    	vi



     


    

 


	SCHEDULES	 	 
	 	 	 
	Schedule
    1.01	 	Lenders
    and Commitments
	Schedule
    1.01(a)	 	Borrowers
	Schedule
    1.01(b)	 	Concentrated
    Customers
	Schedule
    1.02	 	Existing
    Letters of Credit
	Schedule
    1.03 	 	Preferred
    Stockholders
	Schedule
    1.04	 	Facilities
	Schedule
    1.05	 	Mortgage
    Property Support Documentation
	Schedule
    3.20 	 	Material
    Contracts
	Schedule
    5.18	 	Post-Closing
    Deliverables
	Schedule
    6.03	 	Indebtedness
	 	 	 
	EXHIBITS	 	 
	 	 	 
	Exhibit
    A	 	Form
    of Assignment And Assumption
	Exhibit
    B	 	Form
    of Compliance Certificate
	Exhibit
    C	 	Form
    of Floor Plan Loan Note
	Exhibit
    D	 	Form
    of Lender Addendum
	Exhibit
    E	 	Form
    of Revolving Credit Note
	Exhibit
    F	 	Form
    of Swingline Note
	Exhibit
    G	 	Form
    of Term Loan Note
	Exhibit
    H	 	Form
    of Loan Request
	Exhibit
    IA 	 	Form
    of Notice of Election (Term Loans)
	Exhibit
    IB	 	Form
    of Notice of Election (Revolving Credit Loans)
	Exhibit
    IC	 	Form
    of Notice of Election (Floor Plan Loans)
	Exhibit
    J-1	 	Form
    of Certificate pursuant to §881(c)
	Exhibit
    J-2	 	Form
    of U.S. Tax Compliance Certificate
	Exhibit
    J-3	 	Form
    of U.S. Tax Compliance Certificate
	Exhibit
    J-4	 	Form
    of U.S. Tax Compliance Certificate
	Exhibit
    K	 	Form
    of Joinder Agreement and Counterpart
	Exhibit
    M	 	Form
    of Mortgage Loan Note
	Exhibit
    N	 	Form
    of Borrowing Base Certificate



 



    	vii



     


    

 


AMENDED
AND RESTATED CREDIT AGREEMENT


 


THIS
AMENDED AND RESTATED CREDIT AGREEMENT is dated to be effective as of July 14, 2021, by and between LDRV HOLDINGS CORP., a Delaware
corporation (“LDRV”), Lazydays RV America, LLC, Lazydays
RV Discount, LLC, and Lazydays Mile Hi RV, LLC, each a Delaware limited
liability company (together with LDRV and each Subsidiary of LDRV identified on the signature pages hereto as a “Borrower”,
each a “Borrower” and, collectively, the “Borrowers”), each lender from time to time that is a
party hereto (each a “Lender” and collectively, the “Lenders”), and MANUFACTURERS AND TRADERS
TRUST COMPANY, a New York banking corporation, as Administrative Agent, Swingline Lender and Issuing Bank.


 


RECITALS:


 


The
Borrowers, certain of the Lenders (the “Existing Lenders”) and Manufacturers and Traders Trust Company, as administrative
agent, are parties to that certain Credit Agreement, dated as of March 15, 2018, (as amended, modified or supplemented from time to time
through the date hereof, the “Credit Agreement”).


 


The
Borrowers have requested that the Existing Lenders and the Administrative Agent amend and restate the Existing Credit Agreement and the
Lenders (a) establish (i) a floor plan line of credit facility in an aggregate amount of up to $327,000,000, (ii) a mortgage loan
facility in an aggregate amount of up to $5,829,199.96 and (iii) a revolving credit facility in an aggregate amount of up to $25,000,000
in favor of, and (b) make term loans in an aggregate principal amount equal to $11,299,999.88 on the Closing Date to, the
applicable Borrowers, in each case on the terms and conditions of this Agreement.


 


Subject
to the terms and conditions of this Agreement, the Existing Lenders and the Administrative Agent are willing to amend and restate the
Existing Credit Agreement, and the Lenders, to the extent of their respective Commitments as defined herein, are willing severally to
establish the requested floor plan line of credit facility, mortgage loan facility, and revolving credit facility, in favor of, and severally
to make certain term loans to, the applicable Borrowers, in each case on the terms and conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and other valuable consideration, and intending
to be legally bound hereby, the parties hereby covenant and agree as follows:


 


ARTICLE
1


CERTAIN
DEFINITIONS; RULES OF CONSTRUCTION


 


Section
1.01. Certain Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the
following meanings, respectively, unless the context hereof clearly requires otherwise:


 


“Account”
means any “account” within the meaning of that term under the Uniform Commercial Code.


 


“Account
Debtor” means any “account debtor” within the meaning of that term under the Uniform Commercial Code, including
any Person who is obligated to pay an Account.


 


“Adjusted
Base Rate” means that rate of interest equal to the Base Rate plus the Applicable Margin.


 




    	1



     


    

 


“Adjusted
Base Rate Borrowing” means each amount of the unpaid principal balance of a Loan which accrues interest at the Adjusted Base
Rate.


 


“Adjusted
Daily LIBOR Borrowing” means each unpaid principal balance of a Loan which accrues interest at the Adjusted Daily LIBOR Rate.


 


“Adjusted
Daily LIBOR Rate” means with respect to the unpaid principal balances of the Floor Plan Loans, that rate per annum that is
equal to the sum of: (a) the Daily LIBOR Rate; plus (b) the Applicable Margin.


 


“Adjusted
LIBOR Rate” means for any LIBOR Borrowing for any Interest Period, an interest rate per annum that is equal to the sum of the
LIBOR Rate for such Interest Period plus the Applicable Margin.


 


“Adjusted
LIBOR Rate Borrowing” means each unpaid principal balance of a Loan which accrues interest at the Adjusted LIBOR Rate.


 


“Administrative
Agent” means M&T Bank, in its capacity as Administrative Agent for the Lenders in accordance with this Agreement, and its
successors and assigns in such capacity as authorized by the terms of this Agreement.


 


“Affected
Financial Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“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 provided to such term in Section 10.10.4 of this Agreement.


 


“Agreement”
means this Credit Agreement, as it may be amended or modified from time to time, together with all schedules and exhibits hereto.


 


“Amended
Charter” means (i) the Amended and Restated Certificate of Incorporation attached as Exhibit A to the Certificate of Merger
of Andina Acquisition Corp. II and Andina II Holdco Corp. dated March 15, 2018, and filed with the office of the Secretary of State for
the State of Delaware on March 15, 2018, and including the Certificate of Designations, and (ii) the Amended and Restated Certificate
of Incorporation attached as Exhibit A to the Certificate of Merger of Lazy Days’ R.V. Center, Inc. and Andina II Merger Sub, Inc.
dated March 15, 2018 and as filed with the office of the Secretary of State for the State of Delaware on March 15, 2018.


 


“Amortization
Period” shall be 20 years, and shall mean the approximate number of years, starting on the Closing Date, needed to result in
the full repayment of the aggregate principal amount of the Mortgage Loans, if all regularly scheduled payments are made at the required
intervals over that period. The Amortization Period may be longer than the remaining term of the Mortgage Loans and shall not compromise
the enforceability of the Mortgage Loan Maturity Date.


 


“Anti-Corruption
Laws” means all applicable Laws of any jurisdiction concerning or relating to bribery or corruption, including without limitation,
the Foreign Corrupt Practices Act of 1977.


 




    	2



     


    

 


“Anti-Terrorism
Laws” means any Laws of the United States relating to terrorism or money laundering (including the U.S. Foreign Corrupt Practices
Act of 1977) and any regulation, order (including executive orders), or directive promulgated, issued or enforced pursuant to such Laws.


 


“Applicable
Credit Facility” means the Floor Plan Facility, Term Loan Facility, Mortgage Loan Facility and the Revolving Credit Facility,
as the context may require.


 


“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 tenth (10th) 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,
2021, then “Applicable Curtailment Date 365” for that unit would be the tenth (10th) day in February 2022.


 


“Applicable
Margin”  (a) With respect to the Loans, fees, and other Obligations listed in the pricing grid below, the following percentages
corresponding to the Total Net Leverage Ratio in effect as of the most recent Calculation Date:


 


	 	 	 	 	applicaBLE
    MARGIN FOR ADJUSTED BASE RATE BORROWINGS	 	 	APPLICABLE
    MARGIN FOR LIBOR BORROWINGS	 	 	 	 	 	 	 	 	 	 
	tier
    LEVEL	 	TOTAL
    Net Leverage Ratio	 	revolving
    CREDIT loans, TERM LOANS, and swingline loans	 	 	floor
    plan loans	 	 	revolving
    CREDIT loans AND TERM LOANS	 	 	FLOOR
    PLAN loans	 	 	APPLICABLE
    MARGIN FOR FLOOR PLAN UNUSED COMMITMENT FEES	 	 	APPLICABLE
    MARGIN FOR REVOLVING CREDIT Unused COMMITMENT FEES	 	 	APPLICABLE
    MARGIN FOR Letter of Credit FEES	 
	1	 	2.50
    ≤ x	 	 	2.00	%	 	 	1.30	%	 	 	3.00	%	 	 	2.30	%	 	 	0.15	%	 	 	0.500	%	 	 	3.00	%
	2	 	2.00
    ≤ X < 2.50	 	 	1.75	%	 	 	1.15	%	 	 	2.75	%	 	 	2.15	%	 	 	0.15	%	 	 	0.375	%	 	 	2.75	%
	3	 	1.50
    ≤ X < 2.00	 	 	1.50	%	 	 	1.10	%	 	 	2.50	%	 	 	2.10	%	 	 	0.15	%	 	 	0.375	%	 	 	2.50	%
	4	 	X
    < 1.50	 	 	1.25	%	 	 	1.00	%	 	 	2.25	%	 	 	2.00	%	 	 	0.15	%	 	 	0.250	%	 	 	2.25	%




 




    	3



     


    

 


The
initial Applicable Margin shall be based on Tier Level 4. Beginning with the Calculation Date immediately following the Fiscal Quarter
of the Borrowers ending on June 30, 2021 and after each consecutive Fiscal Quarter thereafter, the Applicable Margin shall be determined
and adjusted by the then current Total Net Leverage Ratio as determined in accordance with the quarterly Compliance Certificates to be
provided by the Borrowers in accordance with this Agreement. If the Borrowers fail to timely provide a Compliance Certificate for any
Fiscal Quarter of the Borrowers as required by and within the time limitations set forth in this Agreement, the Applicable Margin from
the applicable date of such failure shall be based on Tier Level 1 until five (5) Business Days after a Compliance Certificate has been
provided, whereupon the applicable Tier Level shall be determined by the Total Net Leverage Ratio set forth in such Compliance Certificate.
Except as set forth above, each Applicable Margin shall be effective from a Calculation Date until the next Calculation Date. If, as
a result of any restatement of or other adjustment to the financial statements of the Borrowers and their Subsidiaries or for any other
reason, the Borrowers or the Lenders determine that (a) the Total Net Leverage Ratio (or any component thereof) as calculated by the
Borrowers as of any applicable date was inaccurate, and (b) a proper calculation 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 Issuing Bank promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for
relief with respect to the Borrowers under the Bankruptcy Code, automatically and without further action by Administrative Agent, any
Lender or the Issuing Bank), 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. The obligations of the Borrowers to make such payment shall survive
the termination of the Commitments and the repayment of all other Obligations hereunder.


 


(b)
With respect to the Mortgage Loans, the “Applicable Margin” means 2.25% with respect to LIBOR Borrowings and 1.25% with
respect to Adjusted Base Rate Borrowings.


 


“Applicable
Starting Date” means, with respect to any Eligible New Floor Plan Unit, Permitted Company Vehicle, or Eligible Used Floor Plan
Unit, the date of the original borrowing of Floor Plan Loans for such Floor Plan Vehicle or Unit. For the avoidance of doubt, if an M&T
Advance is made with respect to any such Floor Plan Vehicle or Unit, the Applicable Starting Date shall be the date of such M&T Advance.


 


“Approved
Fund” means a 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 M&T Bank, in its capacity as arranger.


 


“Assignment
And Assumption” means an Assignment And Assumption entered into by a Lender and an Eligible Assignee, and accepted by the Administrative
Agent, substantially in the form of Exhibit A or any other form 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 payments under the relevant lease that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.


 


“Authorized
Officer” means, with respect to any Person (other than a natural Person), any officer, partner, member, manager or other representative
authorized to act on behalf of such Person and shall include, with respect to any Loan Party, those Persons duly designated as such in
any incumbency certificates delivered to the Administrative Agent from time to time.


 


“Availability”
means, as of any applicable date, the amount by which the Line Cap at such time exceeds the aggregate amount of the Revolving Credit
Exposure on such date.


 




    	4



     


    

 


“Availability
Period” means:


 


(a) in
the case of the Floor Plan Facility, the period from and including the Closing Date to the earliest of (i) the Floor Plan Line of Credit
Termination Date, (ii) the date of termination of all of the Floor Plan Commitments pursuant to Section 2.01.16, and (iii) the date of
termination of the Floor Plan Commitments pursuant to Section 8.01; or


 


(b) in
the case of the Revolving Credit Facility, the period from and including the Closing Date to the earliest of (i) the Revolving Credit
Termination Date, (ii) the date of termination of all Revolving Credit Commitments pursuant to Section 2.03.6, and (iii) the date of
termination of the Revolving Credit Commitments pursuant to Section 8.01.


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current
Benchmark is a term rate, any tenor for such Benchmark or (y) otherwise, any payment period for interest calculated with reference to
such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant hereto as of such date.


 


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


 


“Bail-In
Legislation” means, (a) 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 and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as
amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound
or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration
or other insolvency proceedings).


 


“Bank
Products” means any one or more of the following types of services or facilities extended to any of the Loan Parties by any
Credit Party or Affiliate of a Credit Party: (a) Automated Clearing House (ACH) transactions and other similar money transfer services;
(b) cash management, lockbox services, controlled disbursement accounts, treasury management arrangements, and other similar services;
(c) the establishment and maintenance of depository accounts; (d) credit cards, debit cards, purchase cards, or stored value cards; (e)
merchant services; (f) foreign currency exchange; and (g) other similar or related bank products and services.


 


“Bankruptcy
Code” means the bankruptcy code of the United States of America codified in Title 11 of the United States Code, as from time
to time amended or supplemented.


 


“Base
Rate” means, for any day, the fluctuating rate per annum equal to the highest of (a) the Prime Rate for such day, (b) the Federal
Funds Rate in effect on such day plus fifty (50) Basis Points, and (c) the one-month LIBOR Rate, determined on a daily basis, plus one
hundred (100) Basis Points; provided that to the extent such highest rate as calculated above shall, at any time, be less than zero percent
(0.00%), such rate shall be deemed to be zero percent (0.00%) for all purposes herein. Any change in the Base Rate shall be effective
on the opening of business on the day of such change.


 


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


 


“Basis
Point” means one one-hundredth (.01) of one percent.


 




    	5



     


    

 


“Benchmark”
means, initially, LIBOR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its
related Benchmark Replacement Date have occurred with respect to LIBOR or the then-current Benchmark, then “Benchmark” means
the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to
Section 2.07.10(a).


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that is applicable (based on
the applicability restrictions below) and can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:


 


		(1)	the
                                            sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;
	 	 	 
		(2)	the
                                            sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;
	 	 	 
		(3)	the
                                            sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent
                                            and the Borrower Representative as the replacement for the then-current Benchmark for the
                                            applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
                                            of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant
                                            Governmental Body or (ii) any evolving or then-prevailing market convention for determining
                                            a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated
                                            syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment.



 


Notwithstanding
the above, for any application of clause (1), (2) or (3) above, (i) to the extent the Floor (if any) is equal to (or less than) zero
percent (0.00%), if the applicable Unadjusted Benchmark (used to determine the Benchmark Replacement) would be less than the Floor, such
Unadjusted Benchmark Replacement will be deemed to be the Floor, and (ii) to the extent the Floor (if any) is greater than zero percent
(0.00%), if the Benchmark Replacement would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


		(1)	for
                                            purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,”
                                            the first alternative set forth in the order below that can be determined by the Administrative
                                            Agent:



 


		(a)	the
                                            spread adjustment, or method for calculating or determining such spread adjustment, (which
                                            may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement
                                            is first set for such Interest Period that has been selected or recommended by the Relevant
                                            Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark
                                            Replacement for the applicable Corresponding Tenor;
	 	 	 
		(b)	the
                                            spread adjustment (which may be a positive or negative value or zero) as of the Reference
                                            Time such Benchmark Replacement is first set for such Interest Period that would apply to
                                            the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective
                                            upon an index cessation event with respect to such Benchmark for the applicable Corresponding
                                            Tenor; and



 




    	6



     


    

 


		(2)	for
                                            purposes of clause (3) of the definition of “Benchmark Replacement,” the spread
                                            adjustment, or method for calculating or determining such spread adjustment, (which may be
                                            a positive or negative value or zero) that has been selected by the Administrative Agent
                                            and the Borrower Representative for the applicable Corresponding Tenor giving due consideration
                                            to (i) any selection or recommendation of a spread adjustment, or method for calculating
                                            or determining such spread adjustment, for the replacement of such Benchmark with the applicable
                                            Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark
                                            Replacement Date or (ii) any evolving or then-prevailing market convention for determining
                                            a spread adjustment, or method for calculating or determining such spread adjustment, for
                                            the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
                                            U.S. dollar-denominated syndicated credit facilities.



 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including, without limitation, changes to the definition of “Business Day,” the definition of “Interest Period,”
timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or
continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational
matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement
and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if
the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative
Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration
as the Administrative Agent decides is reasonably necessary in connection with the administration of the loan evidenced hereby).


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


		(1)	in
                                            the case of clause (1) or (2) of the definition of “Benchmark Transition Event,”
                                            the later of (a) the date of the public statement or publication of information referenced
                                            therein and (b) the date on which the administrator of such Benchmark (or the published component
                                            used in the calculation thereof) permanently or indefinitely ceases to provide all Available
                                            Tenors of such Benchmark (or such component thereof);
	 	 	 
		(2)	in
                                            the case of clause (3) of the definition of “Benchmark Transition Event,” the
                                            date of the public statement or publication of information referenced therein; or
	 	 	 
		(3)	in
                                            the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice
                                            of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent
                                            has not received, by 5:00 p.m. Eastern Time on the fifth (5th) Business Day after the date
                                            notice of such Early Opt-in Election is provided to the Lenders, written notice of objection
                                            to such Early Opt-in Election from Lenders comprising the Required Lenders.



 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the
Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference
Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause
(1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all
then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 




    	7



     


    

 


“Benchmark
Transition Event” means, with respect to any then-current Benchmark, the occurrence of a public statement or publication of
information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such
Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction
over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court
or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a)
such administrator has ceased, or will cease on a specified date, to provide all Available Tenors of such Benchmark permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available
Tenor of such Benchmark; or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market
and economic reality that such Benchmark is intended to measure and indicating that representativeness will not be restored.


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses
(1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all
purposes hereunder and under any Credit Document in accordance with Section 2.07.10 and (y) ending at the time that a Benchmark Replacement
has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with this Section 2.07.10.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230.


 


“Borrower”
means each of the entities set forth in the preamble to this Agreement and identified as a Borrower and “Borrowers”
means all of such entities.


 


“Borrower
Pro Rata Share” means the amount of proceeds of the Loans advanced to or for the benefit of a Borrower, including without limitation
the refinancing of existing Indebtedness for which the Borrower is an obligor.


 


“Borrower
Representative” means LDRV, and any successor thereto as appointed by all of the Borrowers.


 


“Borrowing”
means, as the context requires, a (a) Floor Plan Borrowing, (b) M&T Advance, (c) Mortgage Loan Borrowing of a particular Class
or (d) Term Loan Borrowing of a particular Class.


 


“Borrowing
Base” means an amount equal to:


 


(1) 100%
of the New Unit Invoiced Amount of all Eligible New Floor Plan Units and Permitted Company Vehicles; plus


 


(2) 80%
of the Used Unit Book Value of all Eligible Used Floor Plan Units that are the then-current model year or any of the previous seven model
years; plus


 


(3) 65%
of the Used Unit Book Value of all Eligible Used Floor Plan Units that are any of the previous eighth, ninth or tenth model years; plus


 




    	8



     


    

 


(4) 40%
of the Used Unit Book Value of all Eligible Used Floor Plan Units that are any of the previous eleventh and twelfth model years; plus


 


(5) the
face amount of Eligible Contracts in Transit multiplied by 100%; plus


 


(6) the
face amount of Eligible Accounts multiplied by 80%;


 


(7) the
Value of Eligible Inventory multiplied by 50%;


 


(8) the
net book value of the Eligible Equipment multiplied by 40%; plus


 


(9) the
lesser of (x) 25% of Unrestricted Cash and Equivalents and (y) $10,000,000 of Unrestricted Cash and Equivalents; minus


 


(10) the
then-amount of all Reserves.


 


“Borrowing
Base Certificate” has the meaning provided to such term in Section 5.09.14.


 


“Borrowing
Base Test Date” means (i) the last day of each calendar month for which a Borrowing Base Certificate has been delivered in
accordance with Section 5.09.14, and (ii) if the Borrower Representative either (x) voluntarily has delivered a Borrowing Base Certificate
(including in connection with a Permitted Acquisition) or (y) is requesting a Borrowing or an issuance of a Letter of Credit in accordance
with Section 4.02.4, as of the last day of the calendar month ended at least fourteen (14) days (or such lesser number of days as the
Borrower Representative may elect in its discretion) prior to the date on which such Borrowing Base Certificate was delivered.


 


“Borrowing
Date” means any Business Day on which the Borrowers have requested that the Lenders advance proceeds of the Floor Plan Loans
or Revolving Credit Loans, that M&T advances proceeds of the M&T Advances, or that the Swingline Lender advances proceeds of
the Swingline Loans, as the case may be, to or for the account of the Borrowers.


 


“Business
Day” means (a) any day other than a Saturday or Sunday or a legal holiday on which commercial banks in either the State of
New York are authorized or required to be closed under the Laws of either the State of New York, and (b) if the applicable Business Day
relates to any day for the determination of LIBOR, any day that satisfies the conditions of clause (a) above which is also a day on which
dealings in Dollar deposits are conducted by and between banks in the London Interbank Eurodollar Market.


 


“Calculation
Date” means each of the dates upon which the Applicable Margins are to be determined and adjusted, which adjustments shall
be made quarterly on the date occurring five (5) Business Days after the date on which the Administrative Agent receives the quarterly
Compliance Certificate in accordance with the provisions of this Agreement, or otherwise as required by the terms of this Agreement.


 


“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 a Permitted Acquisition, (ii) the acquisition of any Permitted Company Vehicles if such
Permitted Company Vehicles are financed with Floor Plan Loans; (iii) amounts spent on property acquisition or development to be funded
by lessors on real property leases, or (iv) amounts spent on acquired or developed assets which are in the process of being financed
or are financed within nine (9) months of having been acquired or developed.


 




    	9



     


    

 


“Capitalized
Rents” means, as of any date of determination, the total amount of all operating rents and leases due for the Measurement Period
multiplied by a factor of eight (8).


 


“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 Obligations” 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.


 


“Capital
Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership,
partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, and (e) any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


 


“Cash
Collateral Account” means a special deposit account maintained by the Administrative Agent, for the benefit of the Administrative
Agent, the Issuing Bank and the Revolving Credit Lenders, and under the Administrative Agent’s sole dominion and control.


 


“Cash
Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the M&T Bank,
in its capacity as lender of the M&T Advances, the Issuing Bank and/or Lenders, as collateral for Obligations in respect of M&T
Advances, L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, or as otherwise required under
this Agreement with respect to other Obligations, cash or deposit account balances or, if M&T Bank, the Administrative Agent and
the Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance
satisfactory to M&T Bank, the Administrative Agent and the Issuing Bank. “Cash Collateral” shall have a meaning
correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“Cash
Equivalents” means (a) securities issued or directly and fully guaranteed or insured by the United States Government or any
agency or instrumentality thereof having maturities of not more than one year from the date of acquisition, (b) time deposits, certificates
of deposit and Eurodollar time deposits with maturities of not more than six months from the date of acquisition, bankers’ acceptances
with maturities not exceeding six months from the date of acquisition and overnight bank deposits, in each case with the Administrative
Agent or any Lender or with any domestic commercial bank having capital and surplus in excess of Five Hundred Million Dollars ($500,000,000),
(c) repurchase obligations with a term of not more than thirty (30) days for underlying securities of any of the types described in clause
(a) or (b) and entered into with any bank meeting the qualifications specified in clause (b) above, (d) commercial paper maturing in
one hundred eighty (180) days or less rated not lower than A-1 or A-2 by Standard & Poor’s Ratings Group or P-1 or P-2 by Moody’s
Investors Service, Inc. on the date of acquisition, and (e) interests in pooled investment funds (including mutual funds and money market
funds) the assets of which are invested in investments referred to in items (a) through (d) above.


 


“Cash
Taxes” means, with respect to any referenced Person, for any applicable period, the taxes paid in cash by such Person during
such period.


 




    	10



     


    

 


“Casualty
Event” means any loss of or damage to, or any condemnation or other taking of, any of the Collateral for which any Loan Party
receives insurance proceeds, or proceeds of a condemnation award or other compensation.


 


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


 


“CFTC”
means the Commodity Futures Trading Commission.


 


“Certificate
of Designations” means the Certificate of Designations of Series A Convertible Preferred Stock Par Value $0.0001 Per Share
of Lazydays Holdings, Inc. pursuant to Section 151 of the General Corporation Law of the State of Delaware duly adopted by the Board
of Directors of Lazydays Holdings, Inc., a Delaware corporation (Pubco Guarantor hereunder and under the Credit Documents), which has
not been amended, restated, supplemented or otherwise modified since the date of the Existing Credit Agreement.


 


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


 


(a) (i)
Pubco Guarantor does not own legally and beneficially, directly or indirectly, 100% of the Equity Interests of Parent Guarantor, free
and clear of all Liens, except Liens in favor of the Credit Parties; or


 


 (ii)
Parent Guarantor does not own legally and beneficially, directly or indirectly, 100% of the Equity Interests of LDRV, free and clear
of all Liens, except Liens in favor of the Credit Parties;


 


(iii)
LDRV does not own legally and beneficially, directly or indirectly 100% of the Equity Interests of Lazydays RV America, LLC, Lazydays
RV Discount, LLC, Lazydays Mile Hi RV, LLC, and Lazydays Land Holdings, LLC, free and clear of all Liens, except Liens in favor of the
Credit Parties; or


 


(b) 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) 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 securities 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, in the case of Permitted Holders, forty
percent (40%) or more, or, in any other case, twenty-five percent (25%) or more, of the Capital Stock of Pubco Guarantor entitled to
vote for members of the board of directors or equivalent governing body of Pubco Guarantor on a fully-diluted basis (and taking into
account all such securities that such person or group has the right to acquire pursuant to any option right); or


 


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


 




    	11



     


    

 


(d) any
Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly,
a controlling influence over the management or policies of Pubco Guarantor, or control over the equity securities of Pubco Guarantor
entitled to vote for members of the board of directors or equivalent governing body of Pubco Guarantor on a fully-diluted basis (and
taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing,
in the case of Permitted Holders, forty percent (40%) or more, or, in any other case, twenty-five percent (25%) or more, or more of the
combined voting power of such securities; or


 


 (e)
 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 any of the Loan Parties to any Person or group of Persons, together with any Affiliates thereof;
or


 


 (f) the
direct or indirect holders of Equity Interests of the Borrower Representative or Parent Guarantor approve any plan or proposal for the
liquidation or dissolution of the Parent Guarantor, LDRV or any of the other Borrowers; or


 


(f) the
Administrative Agent ceases to hold for the ratable benefit of the Secured Parties a perfected, first priority Lien in all issued and
outstanding Capital Stock of all of the Parent Guarantor, the Borrowers and their Subsidiaries.


 


“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.


 


“Class”
means, (a) when used with respect to Lenders, refers to whether such Lenders have Loans or Commitments with respect to a particular
Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Floor Plan Commitments,
Term Loan Commitments, Mortgage Loan Commitments or Revolving Credit Commitments, in each case not designated part of another existing
Class, and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing,
are Floor Plan Loans, Term Loans, Mortgage Loans or Revolving Credit Loans, in each case not designated part of another existing Class.
Commitments (and, in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed
to be in different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have identical terms and
conditions shall be construed to be in the same Class.


 


“Closing”
means the execution and delivery of this Agreement by the parties hereto.


 


“Closing
Date” means the above stated effective date of this Agreement.


 




    	12



     


    

 


“Closing
Date Transactions” means, collectively, (a) the execution of this Agreement and the other Credit Documents, (b) the funding
of the initial Floor Plan Loans, and any Revolving Credit Loans and the recast of the Term Loans, the Mortgage Loans, in each case on
the Closing Date, (c) the consummation of any other transactions in connection with the foregoing and (d) the payment of fees and expenses
incurred in connection with any of the foregoing.


 


“Code”
means the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute
of similar import, and the rules and regulations thereunder, as from time to time in effect.


 


“Coliseum”
means Coliseum Capital Management, LLC, any affiliate thereof, or any successor thereto which is the “Coliseum Purchaser”
under the Securities Purchase Agreement or otherwise a holder of Preferred Stock under a Securities Purchase Agreement.


 


“Collateral”
means all of the assets, rights, and interests in property, including tangible and intangible assets and personal property, in which
the Administrative Agent on behalf of the Credit Parties is from time to time granted a Lien under any Security Document (other than
the Mortgages) as security for all or any portion of the Obligations and the Mortgage Obligations Collateral; provided, however,
that Collateral shall not include any Excluded Property.


 


“Collateral
Information Certificate” means each of the Collateral Information Certificates prepared, executed and delivered to the Administrative
Agent by an Authorized Officer of a Loan Party.


 


“Commercial
Account” means the commercial checking account to be established and maintained with the Administrative Agent by the Borrowers
and which may be utilized as the means of advancing funds under the Loans.


 


“Commitment
Percentages” means, with respect to any Lender, such Lender’s Floor Plan Loan Commitment Percentage, Revolving Credit
Commitment Percentage, Term Loan Commitment Percentage and Mortgage Loan Commitment Percentage, and with respect to all Lenders, all
of the Floor Plan Loan Commitment Percentages, all of the Revolving Credit Commitment Percentages, all of the Term Loan Commitment Percentages
and all of the Mortgage Loan Commitment Percentage.


 


“Commitments”
means, with respect to any Lender, such Lender’s Floor Plan Loan Commitment, obligations hereunder to purchase participations in
M&T Advances, Revolving Credit Commitment, Term Loan Commitment, Mortgage Loan Commitment, and obligations hereunder to purchase
participations in L/C Obligations and Swingline Loans, and with respect to all Lenders, all Floor Plan Loan Commitments, obligations
of all Lenders hereunder to purchase participations in M&T Advances, Revolving Credit Commitments, Term Loan Commitments, Mortgage
Loan Commitments, and obligations of all Lenders hereunder to purchase participations in L/C Obligations and Swingline Loans.


 


“Communications”
has the meaning provided to such term in Section 10.10.4 of this Agreement.


 


“Compliance
Certificate” means a certificate provided by the Chief Financial Officer, Chief Executive Officer or President of the Borrower
Representative in accordance with the requirements of Section 5.09.5 of this Agreement in form and substance as Exhibit B attached hereto.


 


“Concentrated
Customer” means each of the Loan Party customers identified on the attached Schedule 1.01(b), as may be revised from time to
time upon a Loan Party’s request, subject to approval by Administrative Agent in its Permitted Discretion.


 


“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.


 




    	13



     


    

 


“Consolidated
EBITDA” means, for any Measurement Period, for Pubco Guarantor and its Subsidiaries on a consolidated basis, without duplication,
an amount equal to:


 


(a)
Consolidated Net Income for the most recently completed Measurement Period plus


 


(b)
the following to the extent deducted in accordance with GAAP in calculating such Consolidated Net Income (without duplication):


 


(i) Consolidated
Interest Expense for such period (other than Consolidated Interest Expense with respect to the Floor Plan Loans),


 


(ii) the
provision for Federal, state, local and foreign income taxes payable by Pubco Guarantor and its Subsidiaries for such period,


 


(iii) depreciation
and amortization expense for such period,


 


(iv) non-recurring
cash fees, costs and expenses incurred in connection with the Closing Date Transactions, in an aggregate amount not to exceed Two Million
Dollars ($2,000,000.00) for such period,


 


(v) non-cash
charges for such period (including, without limitation, stock-based compensation expense, non-cash expenses related to the recognition
of a change in the fair market value of warrants issued by Pubco Guarantor, currency translations, impairment charges, gains or losses
on asset dispositions, and the net change in the LIFO Reserve, but excluding noncash charges related to receivables) which do not represent
a cash item in such period or any future period,


 


(vi) non-recurring
cash fees, costs and expenses incurred in connection with Permitted Acquisitions and other permitted Investments, in each case, whether
or not consummated, for such period in an aggregate amount not to exceed (Seven Hundred Fifty Thousand Dollars ($750,000.00) in any Measurement
Period, and


 


(vii) reasonable
out of pocket general administrative fees, costs and expenses of Pubco Guarantor or Parent Guarantor for such period (which may include
out of pocket legal, accounting and filing costs, director fees and other reasonable and customary corporate overhead expenses incurred
in the ordinary course of business), and other extraordinary or non-recurring cash fees, costs, expenses and losses for such period,
in an aggregate amount not to exceed, in any Measurement Period, five percent (5%) of Consolidated EBITDA for such Measurement Period
(before giving effect to such addback) and minus


 


(c)
the following to the extent included in calculating such Consolidated Net Income:


 


(i)
Federal, state, local and foreign income tax credits of Pubco Guarantor or any of its Subsidiaries for such period; and


 


(ii)
all non-cash items increasing Consolidated Net Income for such period (including non-cash gains related to the recognition of a change
in the fair market value of warrants issued by Pubco Guarantor).


 




    	14



     


    

 


“Consolidated
EBITDAR” means, for any Measurement Period, for Pubco Guarantor and its Subsidiaries on a consolidated basis, without duplication,
an amount equal to Consolidated Net Income for such period plus, (a) the following to the extent deducted in accordance with GAAP
in calculating such Consolidated Net Income (without duplication): (i) items (b)(i) – (vii) in the definition of Consolidated EBITDA
above, plus (ii) net rents (excluding non-cash capitalized or deferred rents as required under FASB ASC 840-10, 840-20 and 420-10),
and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and
foreign income tax credits of Pubco Guarantor or any of its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated
Net Income for such period. For the avoidance of doubt, for the determination of “net rents” in clause (a)(ii) above in this
definition, real property leases shall be deemed operating leases rather than capital leases regardless of their treatment under GAAP,
as further set forth in Section 1.04 of this Agreement.


 


“Consolidated
Fixed Charges” means, for any period of determination, for Pubco Guarantor and its Subsidiaries determined on a consolidated
basis, the sum of (a) the sum of all scheduled principal payments upon Consolidated Funded Indebtedness made during such period (including
the principal components of Capital Lease payments during such period), plus (b) Consolidated Interest Expense (other than Consolidated
Interest Expense on account of the Floor Plan Loans), including Letter of Credit Fees and other fees paid in connection with Letters
of Credit, including fronting, issuance, amendment and processing fees. For purposes of this definition, “scheduled principal payments”
shall (a) be determined without giving effect to any reduction of such scheduled payments resulting from the application of any mandatory
or voluntary prepayments (including any prepayments required pursuant to Section 2.06.3 and 2.06.4 of this Agreement) made during the
applicable period, (b) shall be deemed to include the Attributable Indebtedness in respect of Capital Lease Obligations and Synthetic
Lease Obligations, and (c) shall not include any principal payment required to be made on the maturity date of any such Consolidated
Funded Indebtedness. For the avoidance of doubt, for purposes of this definition, “scheduled principal payments” shall not
include any balloon payment upon maturity of the Mortgage Loans.


 


“Consolidated
Fixed Charge Coverage Ratio” means, as of the date of determination for any Measurement Period, the ratio for such Measurement
Period of (a) Consolidated EBITDA of Pubco Guarantor and its Subsidiaries for such period minus (i) the aggregate amount of all Non-Financed
Capital Expenditures of Pubco Guarantor and its Subsidiaries for such period, (ii) Cash Taxes For Pubco Guarantor and its Subsidiaries
on a consolidated basis paid during such period, (iii) all dividends, distributions, and other Restricted Payments paid in cash by Pubco
Guarantor or any Subsidiary on a consolidated basis during such period, excluding a one-time cash dividend payment by Pubco Guarantor
to the Preferred Stockholders on account of its Series A Preferred Stock in the amount of Ten Million Dollars ($10,000,000.00) that was
paid prior to December 31, 2020, to (b) Consolidated Fixed Charges for such period.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, all Indebtedness of Pubco Guarantor and its Subsidiaries on a
consolidated basis, excluding Indebtedness of the type described in clauses (b) (unless drawn) and (c) and the amount of any COVID-19
Loan other than the amount of such COVID-19 Loan that has been determined by a governmental authority to not be forgiven. For the avoidance
of doubt, Consolidated Funded Indebtedness shall not include Indebtedness in the nature of the clause (g) of the definition of Indebtedness
to preferred shareholders with respect to the Series A Convertible Preferred Stock of Pubco Guarantor under the Securities Purchase Agreement,
the Certificate of Designation, or other related documents.


 


“Consolidated
Interest Expense” means, for any period, for the Pubco Guarantor and its Subsidiaries on a consolidated basis, the sum of (a)
all interest, premium payments, debt discount, fees, charges and related expenses of Pubco Guarantor and its Subsidiaries in connection
with Consolidated Funded Indebtedness, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of
rent expense of Pubco Guarantor and its Subsidiaries with respect to such period under Capital Leases that is treated as interest in
accordance with GAAP.


 




    	15



     


    

 


“Consolidated
Net Income” means, for any period, for Pubco Guarantor and its Subsidiaries on a consolidated basis, the net income of Pubco
Guarantor and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for such period, determined in accordance with
GAAP.


 


“Contamination”
means the presence of any Hazardous Substance at any real property owned or leased by any Loan Party which may require investigation,
clean-up or remediation under any Environmental Law.


 


“Contract
In Transit” means any right of any Loan Party in any written agreement with any finance company that is providing financing
for, or that is paying all or any portion of the purchase price of, any Floor Plan Unit sold or leased by such Loan Party in the ordinary
course of business.


 


“Control”
means with respect to a Person (a) the direct or indirect ownership of, or power to vote twenty-five percent (25%) or more of the
issued and outstanding Equity Interests of such Person, or (b) 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.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment
period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“COVID-19
Governmental Financial Support Program” means, collectively, any government loan program (current or future) providing assistance
with respect to COVID-19 economic disruption, including loans under the Paycheck Protection Program of the Coronavirus Aid Relief And
Economic Security Act guaranteed by the U.S. Small Business Administration.


 


“COVID-19
Loan” means any loan borrowed by any Loan Party under any COVID-19 Governmental Financial Support Program.


 


“Credit
Documents” means collectively, this Agreement, the Notes, the Guaranty Agreements, all Borrowing Base Certificates, the Security
Documents, the L/C Documents, the Mortgage Loan Notes, the Mortgage, the Mortgaged Property Support Documentation, and all agreements,
instruments and documents evidencing or securing the Obligations, including without limitation each document listed as a “Credit
Document” on a Closing Index dated as of the Closing Date, and all amendments and modifications thereto; provided, however,
that the definition of “Credit Documents” is not intended to include Swap Agreements.


 


“Credit
Parties” means the Administrative Agent, the Lenders (including but not limited to M&T in connection with the M&T Advances),
the Swingline Lender, and the Issuing Bank, and their respective successors and assigns as permitted by the terms of this Agreement.


 




    	16



     


    

 


“Credit
Party Expenses” means, without duplication (a) all costs and expenses incurred by the Administrative Agent, the Arranger, and
their Affiliates, including the reasonable fees, charges, and disbursements of counsel for the Administrative Agent arising out of, pertaining
to, or in any way connected with this Agreement, any of the other Credit Documents or the Obligations, the administration thereof, the
due diligence performed in connection with the transactions contemplated hereby, the syndication of the credit facilities provided for
herein, or otherwise in connection with such credit facilities, (b) all costs and reimbursements required to be paid by the Borrowers
to the Administrative Agent by the terms of the Credit Documents, (c) all costs and expenses incurred by the Administrative Agent and
the Arranger relating to the Platform or to Intralinks, SyndTrak or to any other dedicated agency web page on the internet to distribute
to the Lenders and to other investors or potential investors any required documentation and financial information regarding the Credit
Documents and the Loans, (d) taxes and insurance premiums advanced or otherwise paid by the Administrative Agent or any other Credit
Party in connection with the Collateral or on behalf of any of the Loan Parties, (e) filing and recording costs, title insurance premiums,
environmental and consulting fees, audit fees, search fees, appraisal fees, and other expenses paid or incurred by the Administrative
Agent, (f) reasonable costs and expenses incurred by the Administrative Agent in the collection of the accounts (with or without the
institution of legal action), or to enforce any provision of this Agreement or any other Credit Document on behalf of the Credit Parties,
or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or advertising
to sell or foreclose upon the Collateral or any other property of any of the Loan Parties whether or not a sale is consummated, (g) reasonable
costs and expenses of litigation incurred by the Credit Parties, including reasonable attorney’s fees, in enforcing or defending
this Agreement or any portion hereof or any other Credit Document, or in collecting any of the Obligations after the occurrence and during
the continuance of any Event of Default, (h) reasonable attorneys’ fees and expenses incurred by the Administrative Agent in obtaining
advice or the services of its attorneys with respect to the structuring, drafting, negotiating, reviewing, amending, terminating, waiving,
enforcing or defending of this Agreement and the other Credit Documents, or any agreement or matter related hereto, whether or not litigation
is instituted, (i) reasonable travel expenses of the Administrative Agent or its agents (including its counsel and consultants) related
to any of the foregoing, and (j) all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred
by the Administrative Agent or the Issuing Bank in connection with the Letters of Credit and L/C Obligations.


 


“Daily
LIBOR Rate” means, for any day, LIBOR for a term of one (1) month, determined at approximately 11:00 a.m. London, England time
(or as soon thereafter as practicable) on such day, or if such day is not a Business Day, then the immediately preceding Business Day.
The Daily LIBOR Rate shall fluctuate and be adjusted with each change in such rate.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established
by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body
for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such
convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention
in its reasonable discretion


 


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


 


“Default”
means any occurrence, event or condition which with notice, the passage of time, or both would constitute an Event of Default.


 


“Default
Rate” means (a) with respect to Loans accruing interest by reference to LIBOR, such Loans shall bear interest at a rate per
annum of 2% in excess of the rate otherwise then applicable thereto, (b) with respect to all other Loans and outstanding Obligations,
including Loans accruing interest by reference to LIBOR as the Interest Periods for such Loans then in effect expire, such Loans and
other Obligations shall bear interest at the Adjusted Base Rate plus two hundred (200) Basis Points per annum; or (c) with respect
to the Letters of Credit, the Letter of Credit Fees otherwise payable under this Agreement plus two hundred (200) Basis Points per annum.


 




    	17



     


    

 


“Defaulting
Lender” means, subject to Section 2.14.2, any Lender that (a) has failed to (i) fund all or any portion of its Loans within
two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent
and the Borrowers 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, M&T as the lender of the M&T Advances, any Issuing Bank, any
Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation
in M&T Advances, Letters of Credit, or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrowers,
the Administrative Agent, M&T, the Issuing Bank, or the Swingline Lender 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 (3) Business Days after written request by the Administrative Agent or
the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers 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 the Borrowers), 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 shall be conclusive and binding absent
manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.14.2) upon delivery of written notice
of such determination to the Borrowers, the Issuing Bank, the Swingline Lender, and each Lender.


 


“Disposition”
means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any real or personal
property by any Loan Party or any Subsidiary of a Loan Party (other than the sale or lease of Inventory in the ordinary course of business),
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.


 


“Diversified”
means Lone Star Diversified, LLC, a Delaware limited liability company.


 


“Dollar,”
“Dollars,” “U.S. Dollars” and the symbol “$” means lawful money of the United States of
America.


 


“Domestic
Subsidiary” means any Subsidiary that is organized and existing under the Laws of the United States or any state thereof or
under the Laws of the District of Columbia.


 


“Early
Opt-in Election” means, if the then-current Benchmark is LIBOR, the occurrence of:


 


		(1)	a
                                            notification by the Administrative Agent to (or the request by the Borrowers to the Administrative
                                            Agent to notify) each of the other parties hereto that at least ten (10) currently outstanding
                                            U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of
                                            amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any
                                            other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are
                                            identified in such notice and are publicly available for review), and



 




    	18



     


    

 


	 	(2)	the joint election by the Administrative Agent and the Borrower
Representative to trigger a fallback from LIBOR and the provision by the Administrative Agent of written notice of such election to the
Lenders.




 


“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.


 


“Eligibility
Date” means, with respect to each Loan Party and each Swap, the date on which this Agreement or any other Credit Document becomes
effective with respect to such Swap. For the avoidance of doubt, the Eligibility Date shall be the date such Swap becomes effective if
this Agreement or any other Credit Document is then in effect with respect to such Loan Party; otherwise, it shall be the Closing Date
of this Agreement with respect to a Borrower or with respect to any other Loan Party the date of execution and delivery of the applicable
Credit Documents by such Loan Party unless such Credit Documents specify a subsequent effective date.


 


“Eligible
Accounts” means all Accounts owned by each Loan Party and properly reflected as “Eligible Accounts” in the most
recent Borrowing Base Certificate delivered by Borrower Representative to the Administrative Agent, except any Account to which any of
the exclusionary criteria set forth below applies. Eligible Accounts shall not include the following Accounts of any Loan Party:


 


(a) any
Account that is not paid within the earlier of sixty (60) days following its due date or, except with respect to manufacturer rebates,
ninety (90) days following its original invoice date;


 


(b) Accounts
that are the obligations of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account
Debtor are ineligible under the other criteria set forth in clause (a) of this definition;


 


(c) Accounts
that are the obligations of an Account Debtor located in a foreign country unless payment thereof is assured by a letter of credit assigned
and delivered to the Administrative Agent, satisfactory to the Administrative Agent in its Permitted Discretion as to form, amount and
issuer;


 


(d) Accounts
that are the obligation of an Account Debtor that is the United States government or a political subdivision thereof, or any state, county
or municipality or department, agency or instrumentality thereof unless the Administrative Agent, in its sole discretion, has agreed
to the contrary in writing, or the applicable Loan Party has complied with respect to such obligation with the Federal Assignment of
Claims Act of 1940, or any applicable state, county or municipal law restricting the assignment thereof with respect to such obligation
to the Administrative Agent’s satisfaction at its Permitted Discretion;


 




    	19



     


    

 


(e) Accounts
to the extent any Loan Party or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor
to any Loan Party or any Subsidiary thereof but only to the extent of the potential offset;


 


(f) any
Account to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; provided that such Account shall
be ineligible only to the extent of the amount of such defense, counterclaim, setoff or dispute;


 


(g) Accounts
that arise from a sale to any Affiliate of any Loan Party;


 


(h) (i)
Accounts owing by an Account Debtor (other than a Concentrated Customer) to the extent the aggregate amount of Accounts owing by such
Account Debtor and its Affiliates as of any date of determination exceeds twenty percent (20%) of all Eligible Accounts of all Loan Parties,
but only to the extent such Accounts exceed such limit; and (ii) with regard to Accounts owing by a Concentrated Customer, to the extent
the aggregate amount of Accounts owing by such Concentrated Customer and its Affiliates as of any date of determination exceeds the percentage
of all Eligible Accounts of all Loan Parties that is specified for such Concentrated Customer on the attached Schedule 1.01(b), but only
to the extent such Accounts exceed such limit;


 


(i) Accounts
with respect to which an invoice or electronic transmission constituting a request for payment (or, if acceptable to the Administrative
Agent in its sole discretion, otherwise demonstrating an obligation to make payment) has not been sent to the applicable Account Debtor;


 


(j) Accounts
where:


 


(i) the
Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay
its debts generally as they come due; or


 


(ii) a
petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or
foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;


 


(k) Accounts
that arise from a sale to any director, officer, other employee, or to any entity that has any common officer or director with any Loan
Party;


 


(l) Accounts
(i) as to which the applicable Loan Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through
judicial process, or (ii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered
pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to the applicable Loan Party’s
completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;


 


(m) Accounts
that arise with respect to goods that are delivered on a bill-and-hold basis;


 




    	20



     


    

 


(n) Accounts
that arise with respect to goods that are delivered on a cash-on-delivery basis;


 


(o) Accounts
that are payable in any currency other than United States Dollars;


 


(p) Accounts
that are subject to any right, claim, Lien or other interest of any other Person, other than Permitted Encumbrances that are junior to
the security interest of the Administrative Agent, Liens granted under the Credit Documents;


 


(q) Accounts
that arise with respect to goods that are placed on guaranteed sale or other terms by reason of which the payment by the Account Debtor
is conditional;


 


(r) Accounts
that are evidenced by a judgment, instrument or chattel paper;


 


(s) Accounts
that are not true and correct statements of bona fide indebtedness incurred in the amount of such Account for merchandise sold to or
services rendered and accepted by the applicable Account Debtor;


 


(t) Accounts
that do not arise from the sale of goods or the performance of services by a Loan Party in the ordinary course of business, including,
without limitation, sales of Equipment and bulk sales; or


 


(v) Accounts
that are otherwise determined likely to be uncollectable by the Administrative Agent in its Permitted Discretion.


 


“Eligible
Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than those
Persons expressly excluded below) approved (each such approval not to be unreasonably withheld or delayed) by (i) in all cases, the Administrative
Agent, (ii) in the case of any assignment of a Floor Plan Loan Commitment, M&T Bank as the provider of M&T Advances, (iii) in
the case of any assignment of a Revolving Credit Commitment, the Issuing Bank, and the Swingline Lender, and (iv) unless either a Default
or Event of Default has occurred and is continuing, the Borrowers; provided that notwithstanding the foregoing, the definition
of “Eligible Assignee” shall not include (A) any Defaulting Lender or a Subsidiary thereof, (B) any natural Person (or a
holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), or (C) any Loan
Party or any Affiliate or Subsidiary of a Loan Party. The Borrowers shall be deemed to have approved any proposed assignee unless the
Borrowers object to such proposed assignee by written notice to the Administrative Agent within five (5) Business Days after having received
notice of the proposal of such assignee.


 


“Eligible
Contract Participant” means an “eligible contract participant” as defined in the CEA and regulations thereunder.


 


“Eligible
Contracts In Transit” means all Contracts In Transit owned by each Loan Party and properly reflected as “Contracts In
Transit” in the most recent Borrowing Base Certificate delivered by Borrower Representative to the Administrative Agent, except
any Contracts In Transit to which any of the exclusionary criteria set forth below applies. Eligible Contracts In Transit shall not include
the following Contracts In Transit of any Loan Party:


 


(a) any
Contract In Transit that is not paid within ten (10) days following the sale date of the Floor Plan Unit giving rise to such Contract
In Transit;


 




    	21



     


    

 


(b) Contracts
In Transit that are the obligations of an issuer located in a foreign country unless payment thereof is assured by a letter of credit
assigned and delivered to the Administrative Agent, satisfactory to the Administrative Agent in its Permitted Discretion as to form,
amount and issuer;


 


(c) any
Contract In Transit to the extent that any defense, counterclaim, setoff, chargeback or dispute is asserted as to such Contract in Transit;
provided that such Contract In Transit shall be ineligible only to the extent of the amount of such defense, counterclaim, setoff, chargeback
or dispute;


 


(d) Contracts
In Transit where:


 


(i) the
issuer obligated upon such Contracts In Transit suspends business, makes a general assignment for the benefit of creditors or fails to
pay its debts generally as they come due; or


 


(ii) a
petition is filed by or against any issuer obligated upon such Contracts In Transit under any bankruptcy law or any other federal, state
or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;


 


(e) Contracts
In Transit as to which the applicable Loan Party is not able to bring suit or otherwise enforce its remedies against the issuer through
judicial process;


 


(f) Contracts
In Transit that are subject to any right, claim, Lien or other interest of any other Person, other than Permitted Encumbrances that are
junior to the security interest of the Administrative Agent, Liens granted under the Credit Documents;


 


(g) Contracts
In Transit that do not arise from the sale of goods or the performance of services by a Loan Party in the ordinary course of business,
including, without limitation, sales of Equipment and bulk sales; or


 


(i) Contracts
In Transit that are otherwise determined likely to be uncollectable by the Administrative Agent in its Permitted Discretion.


 


“Eligible
Equipment” shall mean Specified Equipment owned by any Loan Party which is in good order, repair, running and marketable condition
(ordinary wear and tear excepted) and in each case properly reflected as “Eligible Equipment” in the most recent Borrowing
Base Certificate delivered by Borrower Representative to the Administrative Agent, except any Specified Equipment to which any of the
exclusionary criteria set forth below applies. Eligible Equipment shall not include:


 


(a) Specified
Equipment that is (i) in transit for longer than seven (7) days to the premises of such Loan Party or a customer of such Loan Party,
(ii) subject to an open and incomplete work order of such Specified Equipment, for longer than fourteen (14) days or (iii) temporarily
stored at a lay-down yard or similar premises other than those owned and controlled by any Loan Party for longer than fourteen (14) days,
except, in the case of each of the foregoing, (x) any Equipment which would otherwise be deemed Eligible Equipment that is not located
at premises owned and controlled by any Loan Party shall nevertheless be considered Eligible Equipment if the Administrative Agent shall
have received a landlord waiver from the Person in possession and control of such premises and such Specified Equipment, duly authorized,
executed and delivered by such Person, (y) any Equipment which would otherwise be deemed Eligible Equipment that is in transit to or
from, or located at, a recreational vehicle show, camping show, or similar show or marketing and sales event shall nevertheless be considered
Eligible Equipment, and (z) any Equipment the aggregate fair market value of which does not exceed $1,600,000 and which would otherwise
be deemed Eligible Equipment, that is at a short term overflow location, including in connection with the reflooring or cycling of seasonal
and new model Floor Plan Units in the ordinary course of business, to the extent such location is substantially adjacent to or otherwise
in the general regional proximity of a location that otherwise complies with clause (b) of the definition of Eligible New Floor Plan
Unit or Eligible Used Floor Plan Unit, shall nevertheless be considered Eligible Equipment;


 




    	22



     


    

 


(b) Specified
Equipment that is not located in one of the states of the United States of America or the District of Columbia;


 


(c) Specified
Equipment that is not subject to the first priority, valid and perfected Lien of the Administrative Agent;


 


(d) worn
or obsolete Specified Equipment or Specified Equipment not used or usable in the ordinary course of such Loan Party’s business;


 


(e) Specified
Equipment consisting of Floor Plan Units;


 


(g) Specified
Equipment which is purchased on consignment;


 


(h) Specified
Equipment which is not covered by casualty or liability insurance (subject to customary deductibles) in accordance with the terms hereof;


 


(i) Specified
Equipment which is not separately identifiable from goods of third parties stored on the same premises as such Specified Equipment;


 


(j) Specified
Equipment which is not at premises owned or leased by the Loan Parties, unless the aggregate value of all Eligible Equipment at any such
premises not so owned or leased is less than $100,000, or unless such Specified Equipment is in transit or at another location and is
not ineligible under clause (a) or (m) of this definition;


 


(k) Specified
Equipment noted on the books of the relevant Loan Party as “missing,” “sold,” “junked” or other similar
notation indicating unavailability for rental in the ordinary course of business;


 


(l)  is acquired by a Loan Party after the Closing Date (other than from another Loan Party), unless
and until such time as the Administrative Agent shall have received or conducted a customary due diligence investigation as to such Specified
Equipment, the results of which are reasonably satisfactory to the Administrative Agent in its Permitted Discretion; provided
that, notwithstanding the foregoing, Specified Equipment acquired pursuant to such transaction that has not yet been appraised in accordance
with this clause (l) but that is otherwise not ineligible under any other clause of this definition shall be permitted to be included
in the Borrowing Base in an aggregate amount of up to 10% of the Borrowing Base until the date that is 90 days after the date such asset
is acquired.


 


(m) Specified
Equipment being leased by a customer of a Loan Party and used by such customer or the lessee of such customer, unless the equipment is
at a location in the United States pursuant to the terms of a rental agreement entered into between such customer and a Loan Party or
such customer and its lessee, as applicable, and as reflected in the records of the applicable Loan Party, or in transit to or from such
location in the ordinary course of business; or


 


(n) Specified
Equipment that is subject to any right, claim, Lien or other interest of any other Person, other than Permitted Encumbrances that are
junior to the security interest of the Administrative Agent and Liens granted under the Credit Documents.


 




    	23



     


    

 


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


 


“Eligible
Inventory” means Specified Inventory owned by each Loan Party and properly reflected as “Eligible Inventory”, in
the most recent Borrowing Base Certificate delivered by Borrower Representative to the Administrative Agent, except any Specified Inventory
to which any of the exclusionary criteria set forth below or in the component definitions herein applies. Eligible Inventory shall not
include the following Specified Inventory of a Loan Party:


 


(a) Specified
Inventory that is excess, obsolete, unsaleable, shopworn or seconds;


 


(b) Specified
Inventory that is damaged, returned, rejected or otherwise unfit for sale;


 


(c) [reserved];


 


(d) Specified
Inventory that is placed on consignment;


 


(e) Specified
Inventory that (i) is not either located on premises owned, leased or rented by a Loan Party or stored with a bailee or warehouseman
(other than a processor), (ii) is stored at a leased or rented location, unless a landlord waiver in respect of such location has been
delivered to the Administrative Agent in form reasonably satisfactory to the Administrative Agent, (iii) is stored with a bailee or warehouseman
unless an acknowledged bailee letter has been received by the Administrative Agent with respect thereto in form reasonably satisfactory
to the Administrative Agent, or (iv) is located at an owned location subject to a mortgage in favor of a Person other than the Administrative
Agent, unless a mortgagee waiver in respect of such location has been delivered to the Administrative Agent in form reasonably satisfactory
to the Administrative Agent;


 


(f) Specified
Inventory that is not located in the United States;


 


(g) Specified
Inventory that is not covered by casualty insurance in accordance with the terms hereof;


 


(h) Specified
Inventory that is not owned by a Loan Party or is subject to Liens (other than Permitted Encumbrances that are junior to the security
interest of the Administrative Agent, Liens granted under the Credit Documents) or other rights of any other Person (including the rights
of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure a Loan Party’s performance
with respect to that Specified Inventory);


 


(i) Specified
Inventory that is not subject to a perfected first priority Lien in favor of the Administrative Agent on behalf of itself and the Secured
Parties;


 


(j) [reserved];


 


(k) Specified
Inventory subject to any licensing, trademark, trade name or copyright agreements with any third parties which would require any consent
of any third party for the sale or Disposition of that Specified Inventory (which consent has not been obtained) or the payment of any
monies to any third party upon such sale or other Disposition (to the extent of such monies);


 


(l) Specified
Inventory that consists of packing or shipping materials, or manufacturing supplies;


 


(m) Specified
Inventory that consists of tooling;


 




    	24



     


    

 


(n) Specified
Inventory that consists of display items;


 


(o) Specified
Inventory that consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily available;


 


(p) Specified
Inventory that is custom made for a particular customer of a Loan Party for which such Loan Party’s customer did not issue a purchase
order to such Loan Party; and


 


(q) Specified
Inventory that is otherwise determined to be unacceptable by the Administrative Agent in its Permitted Discretion.


 


“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, 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 Security 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 1.04 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;


 


(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.


 


For
the avoidance of doubt, in no event shall a Permitted Company Vehicle be an Eligible New Floor Plan Unit.


 


“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 original 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 Security 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;


 




    	25



     


    

 


(b) is
located at any of the Facilities listed on Schedule 1.04, 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.


 


“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 any Borrower, 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.


 


“Equipment”
means any “equipment” within the meaning of that term under the Uniform Commercial Code.


 


“Equity
Balance” has the meaning given to such term in Section 2.01.17 of this Agreement.


 


“Equity
Interests” means, with respect to any Person, the shares of Capital Stock of (or other ownership or profit interests in) such
Person, 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, 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 other ownership or profit interests in such Person, whether voting or nonvoting, and whether or not such shares,
warrants, options, rights or other interests are outstanding on any date of determination.


 


“Equity
Issuance” means any issuance of any Equity Interests by any Loan Party or any Subsidiary of a Loan Party to any Person which
is not a Loan Party or by any Foreign Subsidiary of a Loan Party which is not a Loan Party.


 


“Equity
Offset” has the meaning given to such term in Section 2.01.17 of this Agreement.


 




    	26



     


    

 


“Equity
Transaction” has the meaning given to such term in Section 2.01.17 of this Agreement.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) under common Control with the Loan Parties 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) a withdrawal by a Loan Party or any ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it 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 a Loan 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 Plan amendment as a termination under Section 4041
or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan, (e) an 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 or Multiemployer Plan, or (f) 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 a Loan Party or any ERISA Affiliate.


 


“Erroneous
Payment” has the meaning given to such term in Section 9.13(a) of this Agreement.


 


“Erroneous
Payment Deficiency Assignment” has the meaning given to such term in Section 9.13(d) of this Agreement.


 


“Erroneous
Payment Impacted Class” has the meaning given to such term in Section 9.13(d) of this Agreement.


 


“Erroneous
Payment Return Deficiency” has the meaning given to such term in Section 9.13(d) of this Agreement.


 


“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.


 


“Event
of Default” has the meaning given to such term in Article 7 hereof of this Agreement.


 




    	27



     


    

 


“Excluded
Property” means (a) any property of the Loan Parties to the extent that the grant of a security interest therein (i) is prohibited
by any Requirement of Law of a Governmental Authority or (ii) constitutes a breach or default under or results in the termination of
or requires any consent (it being agreed that the Borrowers shall use commercially reasonable efforts to obtain such consent) not obtained
under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except to the extent
that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition,
breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any
successor provision or provisions) of any relevant jurisdiction or any other applicable Law (including the Bankruptcy Code) or principles
of equity; provided, however, that such property shall cease to be Excluded Property and the Administrative Agent’s security interest
shall attach to such property immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition,
breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion
of the Collateral that does not result in such consequences, (b) any intent-to-use trademark or service mark application before the filing
of a statement of use or amendment to allege use, or any other intellectual property, to the extent that applicable Law prohibits the
creation of a Lien or would otherwise result in the loss of rights from the creation of such Lien or from the assignment of such rights
upon an Event of Default; provided that, upon the filing of a “Statement of Use” or “Amendment to Allege Use”,
such trademark application will cease to be Excluded Property, (c) equipment and other assets (together with all proceeds thereof) that
are acquired with purchase money Indebtedness (and refinancings thereof) or that are subject to Capital Leases, in each case as permitted
by the terms of this Agreement, for so long as the grant of a Lien thereon would violate the terms of any applicable agreement evidencing
such purchase money Indebtedness (and refinancings thereof) or Capital Leases, and (d) real property, buildings and improvements thereon
(other than the Mortgage Obligations Collateral).


 


“Excluded
Stock” means the Capital Stock of any Foreign Subsidiary to the extent such Capital Stock represents proportionate ownership
interests in such Foreign Subsidiary which are in excess of sixty-five percent (65%) of the total ownership interests in such Foreign
Subsidiary, or such greater percentage that as a result of any Change In Law after the Closing Date, would not result in material adverse
tax consequences to a Borrower.


 


“Excluded
Subsidiary” means any Subsidiary of any Borrower which is not (and is not required by the terms of this Agreement to be) a
Guarantor.


 


“Excluded
Swap Liabilities” means, with respect to any Loan Party, each of its Swap Obligations if, and only to the extent that, all
or any portion of this Agreement or any other Credit Document that relates to such Swap Obligation is or becomes illegal under the CEA,
or any rule, regulation or order of the CFTC, solely by virtue of such Loan Party’s failure to qualify as an Eligible Contract
Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other
provision of this Agreement or any other Credit Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation
arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation
that is attributable to Swaps for which a guarantee of payment or the granting of a security interest is or becomes illegal under the
CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Loan Party for any reason to qualify as
an Eligible Contract Participant on the Eligibility Date for such Swap, (b) if a co-borrower agreement or a guarantee of a Swap Obligation
would cause such obligation to be an Excluded Swap Liability but the grant of a security interest would not cause such obligation to
be an Excluded Swap Liability, such Swap Obligation shall constitute an Excluded Swap Liability for purposes of the co-borrower agreement
or the guaranty (as applicable) but not for purposes of the grant of the security interest, and (c) if a Swap Obligation would be an
Excluded Swap Liability with respect to one or more of the Loan Parties, but not all of them, the definition of Excluded Swap Liabilities
with respect to each such Loan Party shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded
Swap Liabilities with respect to such Loan Party, and (ii) the particular Loan Party with respect to which such Swap Obligations constitute
Excluded Swap Liabilities.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a 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 applicable 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 Borrowers
under Section 2.12) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.11,
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 2.10.7 and (d) any U.S. federal withholding Taxes imposed under FATCA.


 




    	28



     


    

 


“Existing
Credit Agreement” has the meaning set forth in the preamble of this Agreement.


 


“Existing
Lenders” has the meaning set forth in the preamble of this Agreement.


 


“Existing
Letters of Credit” means, collectively, the letters of credit for the account of a Loan Party and further described on Schedule
1.02 attached hereto.


 


“Facilities”
means all real property and the improvements thereon owned or occupied by any Loan Party and all other real property and improvements
used or occupied or leased by any of the Loan Parties or otherwise used at any time by any of the Loan Parties in the operation of their
respective businesses or for the storage or location of any of the Collateral. As of the Closing Date the Facilities of the Loan Parties
are listed on Schedule 1.04 attached hereto.


 


“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 substantively
comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof
and any agreement entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal
Funds Rate” means, for any day, the rate per annum, (rounded, if necessary, to the next greater 1/100 of 1%) determined (which
determination shall be conclusive and binding, absent manifest error) by the Administrative Agent to be equal to the weighted average
of the rates on overnight Federal funds transactions with member banks 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 charged to the Administrative Agent (in its individual capacity) on such
day on such transactions as determined by the Administrative Agent (which determination shall be conclusive and binding, absent manifest
error).


 


“Fee
Letter” means the letter agreement dated as of January 20, 2021 between M&T Bank and LDRV.


 


“Fiscal
Quarter” means each three (3) month fiscal period of the Borrowers beginning on the first (1st) day of each consecutive
January, April, July, and October during the term of this Agreement.


 


“Fiscal
Year” means each 12-month fiscal period of the Borrowers beginning each January 1 and ending on the immediately succeeding
December 31.


 


“Floor”
means the benchmark rate floor, if any, provided in the Credit Documents initially (as of the execution of such Credit Documents,
the modification, amendment or renewal of the Credit Documents or otherwise) with respect to LIBOR.


 




    	29



     


    

 


“Floor
Plan Borrowers” means (a) the Borrowers listed on Schedule 1.01(a) as of the Closing Date and (b) any other Subsidiaries that
from time to time become a Borrower under the Floor Plan Facility pursuant to a Joinder Agreement.


 


“Floor
Plan Borrowing” means a borrowing consisting of simultaneous Floor Plan Loans of the same Type, or a borrowing advanced by
M&T Advance Lender as a M&T Advance subject to pro-rata participations by the Floor Plan Lenders, all as set forth in
Sections 2.01 and 2.02 of this Agreement.


 


“Floor
Plan Interest Reduction Arrangement” has the meaning given to such term in Section 2.01.17 of this Agreement.


 


“Floor
Plan Facility” means the floor plan facility described in Sections 2.01 and 2.02 providing for Floor Plan Loans to the Floor
Plan Borrowers by the Floor Plan Lenders.


 


“Floor
Plan Lender” means a Lender holding a Floor Plan Commitment, or if the Floor Plan Commitments have terminated, holding Floor
Plan Loans.


 


“Floor
Plan Line of Credit” means the Floor Plan Line of Credit described in Sections 2.01 and 2.02 of this Agreement providing for
Floor Plan Loans to the Borrowers by the Lenders.


 


“Floor
Plan Line of Credit Dollar Cap” means Three Hundred Twenty-Seven Million Dollars ($327,000,000.00), as such amount may
be decreased in accordance with Section 2.01.16.


 


“Floor
Plan Line of Credit Termination Date” means July 14, 2024.


 


“Floor
Plan Loan Adjustment Date” means each of: (a) the last Business Days of the second and fourth calendar weeks of each consecutive
calendar month; and (b) the first Business Day after three (3) Business Days prior written notice from either the Administrative Agent
or M&T Bank to the other Lenders requesting thereon the scheduling of settlement on account of Floor Plan Loans among the Lenders
and M&T Bank.


 


“Floor
Plan Loan Advance Limit” means with respect to any (a) Eligible New Floor Plan Unit, 100% of the New Unit Invoiced Amount of
such Eligible New Floor Plan Unit; (b) Permitted Company Vehicle, 100% of the New Unit Invoiced Amount of such Vehicle; and (c) Eligible
Used Floor Plan Unit that is (i) of the then current model year or any of the previous seven (7) model years, 80% of the Used Unit Book
Value of such Unit, (ii) from eight (8) to ten (10) model years old, 65% of Used Unit Book Value of such Unit, and (iii) eleven (11)
to twelve (12) model years old, 40% of Used Unit Book Value of such Unit. For the avoidance of doubt, no advances will be permitted for
Units in excess of twelve (12) model years old.


 


“Floor
Plan Loan Commitment” means, as to any Lender, the amount initially set forth opposite its name on Schedule 1.01 attached
hereto in the column labeled “Floor Plan Loan Commitment,” and thereafter on any relevant Lender Addendum Assignment And
Assumption, or as otherwise thereafter modified in accordance with the terms set forth in this Agreement, and “Floor Plan Loan
Commitments” means the aggregate Floor Plan Loan Commitments of all of the Lenders.


 


“Floor
Plan Loan Commitment Percentage” means, as to any Lender, the percentage initially set forth opposite its name on Schedule
1.01 attached hereto in the column labeled “Floor Plan Loan Commitment Percentage” and thereafter on any relevant
Lender Addendum Assignment And Assumption, or as otherwise modified in accordance with the terms set forth in this Agreement.


 




    	30



     


    

 


“Floor
Plan Loan Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of such Lender’s
outstanding Floor Plan Loans and such Lender’s participation in, and obligation to participate in, M&T Advances at such time.


 


“Floor
Plan Loan Notes” means, collectively, the promissory notes of the Borrowers evidencing the Floor Plan Loans in the form of
Exhibit C attached hereto, together with all amendments and replacements thereof.


 


“Floor
Plan Loans” means collectively the revolving credit loans extended from time to time by the Lenders to the Borrowers as joint
and several obligors in accordance with the provisions of Section 2.01 of this Agreement, including the M&T Advances pursuant to
Section 2.02 of this Agreement.


 


“Floor
Plan Unit Casualty Event” means any loss of or damage to, or any condemnation or other taking of, any Floor Plan Vehicle or
Unit financed with the proceeds of Floor Plan Loan Commitments for which any Loan Party receives casualty insurance proceeds or proceeds
of a condemnation award.


 


“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 Unused Commitment Fee” has the meaning given to such term in Section 2.01.15 of this Agreement.


 


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


 


“Foreign
Lender” means (a) if the Borrowers are U.S. Persons, a Lender that is not a U.S. Person, and (b) if the Borrowers are not U.S.
Persons, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrowers are resident
for tax purposes.


 


“Foreign
Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such Defaulting Lender’s
Revolving Credit Commitment Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by the Issuing Bank
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, (b) with respect to the Swingline Lender, such Defaulting Lender’s
Revolving Credit Commitment Percentage of outstanding Swingline Loans made by such Swingline Lender other than Swingline Loans as to
which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof,
and (c) with respect to M&T Bank, such Defaulting Lender’s Floor Plan Loan Commitment Percentage of outstanding M&T Advances
other than M&T Advances as to which such Defaulting lender’s participation obligation has been reallocated to other Lenders
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, bonds and similar extensions of credit in the ordinary course of its business.


 


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


 




    	31



     


    

 


“Governing
State” means the State of New York.


 


“Governmental
Authority” means the government of the United States of America 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).


 


“Guarantors”
means collectively: (a) Pubco Guarantor, (b) Parent Guarantor, (c) Lazydays Land Holdings, LLC, (d) Lazydays Land of Elkhart, LLC, (e)
Lazydays Service of Elkhart, LLC, (f) Lazydays Land of Chicagoland, LLC and (g) all of the Domestic Subsidiaries from time to time of
Pubco Guarantor.


 


“Guaranty
Agreements” means, collectively, each of the guaranty agreements of the Guarantors guaranteeing the payment and performance
of any or all of the Obligations.


 


“Guaranty
Obligation” or “Guarantee” (or “guaranty” or “guarantee”) means any
obligation, direct or indirect, by which a Person undertakes to guaranty, assume or remain liable for the payment of another Person’s
obligations, including but not limited to (a) endorsements of negotiable instruments, (b) discounts with recourse, (c) agreements to
pay upon a second Person’s failure to pay, (d) agreements to maintain the capital, working capital solvency or general financial
condition of a second Person, and (e) agreements for the purchase or other acquisition of products, materials, supplies or services,
if in any case payment therefor is to be made regardless of the nondelivery of such products, materials or supplies or the non-furnishing
of such services.


 


“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.


 


“Historical
Financial Statements” means (i) audited consolidated balance sheets and related statements of income, stockholders’ equity
and cash flows of the Borrowers and their Subsidiaries for the twelve-month period ended December 31, 2020 and (ii) the unaudited consolidated
balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrowers and their Subsidiaries for
each fiscal month ended after December 31, 2020 and at least 30 days prior to the Closing Date.


 


“IEEPA”
means the International Emergency Economic Power Act, 50 U.S.C. §1701 et seq.


 




    	32



     


    

 


“Indebtedness”
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 Agreement, (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, in each case, not past due for more than
one hundred eighty (180) days after the date on which such trade account payable was created), (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,
(f) obligations under any leases which, subject to the terms of Section 1.04, are “Capital Leases” under GAAP as in effect
at the time such lease becomes effective (even if such lease is subsequently determined as a result of a Change In Law or a change in
GAAP not to be a “Capital Lease”), but not including any operating lease which, subsequently to the time such lease becomes
a “Capital Lease” as a result of a Change in Law or a change in GAAP, (g) all obligations of such Person to purchase, redeem,
retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case
of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends, (h) all Guarantees of such Person in respect of any of the foregoing, (i) all obligations secured by any Lien on the assets
of such Person, (j) all payments required of such Person under any “non-compete” or similar agreements, (k) all Synthetic
Lease Obligations of such Person, (l) all other obligations of such Persons that are the functional equivalent of the Indebtedness referred
to above in clauses (a) through (k). For purposes of this definition, the Indebtedness of any Person shall include the Indebtedness 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 Indebtedness is expressly made non-recourse to such Person. The amount of
any net obligation under any Swap Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date. The
amount of any Capital Lease as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such
date. Indebtedness of any Person shall not include warrants classified as a liability of such Person solely by reason of the SEC staff
statement issued on April 12, 2021 regarding the accounting treatment of warrants issued by Special Purpose Acquisition Companies.


 


“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 Credit Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“Indemnitee”
has the meaning provided to such term in Section 10.08.2 of this Agreement.


 


“Information”
means all information received from any Loan Party relating to the Loan Parties or any of their respective businesses, other than
any such information that is available to the Credit Parties on a nonconfidential basis prior to disclosure by the Loan Parties, provided
that, in the case of information received from the Loan Parties after the date hereof, such information is clearly identified at
the time of delivery as confidential.


 


“Insolvency
Plan” means any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws.


 


“Insolvency
Proceeding” means, with respect to any referenced Person, any case or proceeding commenced by or against such Person, under
any provision of the Bankruptcy Code or under any other Debtor Relief Laws.


 


“Intangible
Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software,
copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized
research and development costs.


 


“Intercompany
Indebtedness” means any and all claims, rights of payment, subrogation rights, rights of contribution, reimbursement or indemnity
that any Loan Party may have from or against any other Loan Party.


 




    	33



     


    

 


“Interest
Payment Date” means (a) with respect to any Adjusted Base Rate Borrowing, the first Business Day of each consecutive month,
(b) with respect to any Adjusted Daily LIBOR Borrowing, the first Business Day of each consecutive month, and (c) with respect to any
LIBOR Borrowing at the LIBOR Rate, the last day of the Interest Period applicable to such Loan and, in the case of such a LIBOR Borrowing
with an Interest Period of more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs
at intervals of three (3) months’ duration after the first day of such Interest Period. For the avoidance of doubt, in the event
that consecutive Interest Periods are elected for a LIBOR Borrowing of Revolving Credit Loans (as permitted in Section 2.07.2 hereof),
the last day of each such Interest Period shall be an Interest Payment Date.


 


“Interest
Period” means, with respect to any LIBOR Borrowing at the LIBOR Rate, the period commencing on the date of such LIBOR Borrowing
and ending (a) in the case of Revolving Credit Loans, on the numerically corresponding day in the calendar month that is one (1) month
thereafter, and (b) in the case of Term Loans, on the numerically corresponding day in the calendar month that is one (1), three (3),
or six (6) months thereafter, as the Borrowers may elect, provided, in each case, that (x) if any Interest Period would end on
a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day,
(y) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest
Period, and (z) the Borrowers may not select any Interest Period which would end after the applicable Maturity Date. For purposes hereof,
the date of a LIBOR Borrowing at the LIBOR Rate initially shall be the date on which such LIBOR Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such LIBOR Borrowing. Notwithstanding the foregoing, with respect
to the Mortgage Loans (without necessity for election by the Borrower), the applicable LIBOR Rate shall be set for each successive one-month
Interest Period, commencing with the first draw under the Mortgage Loans, and the LIBOR Rate shall be adjusted at the end of each such
Interest Period to reflect the then-current LIBOR for the following Interest Period.


 


“Inventory”
means any “inventory” within the meaning of that term under the Uniform Commercial Code.


 


“Inventory
Reserves” means, without duplication of any adjustments already accounted for in determining eligibility criteria under the
definition of Eligible Inventory or other reserves, reserves as may be established from time to time by the Administrative Agent in its
Permitted Discretion to reflect risks or contingencies arising after the Closing Date that negatively impact the market value of Eligible
Inventory owned by any Loan Party, including any material change in salability of Eligible Inventory.


 


“Investment”
means, as to any referenced Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the
purchase or other acquisition of Capital Stock or other Equity Interests in or securities of another Person, (b) a loan, advance or capital
contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest
in, another Person, including any partnership or joint venture interest in such other Person, (c) the purchase or other acquisition (in
one transaction or a series of transactions) of assets of another Person that constitute a business unit, or (d) any other investment
in securities, deposits, or the obligations of other Persons. For purposes of covenant compliance, the amount of any Investment shall
be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.


 


“IRS”
means the United States Internal Revenue Service.


 




    	34



     


    

 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives
published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“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).


 


“Issuing
Bank” means M&T Bank, in its capacity as the issuer of Letters of Credit hereunder, or its successors hereunder as the
issuer of Letters of Credit.


 


“Joinder
Agreement” means each Joinder Agreement and Counterpart, substantially in the form of Exhibit K (amended as required
to apply to the capacities of the applicable Borrower and to the Collateral to be granted), executed and delivered by a Subsidiary or
any other Person to the Administrative Agent in connection with this Agreement.


 


“L/C
Commitment” means (a) the commitment of the Issuing Bank to issue Letters of Credit in an aggregate amount at any time outstanding
not to exceed the Letter of Credit Sublimit, and (b) with respect to each Lender, the commitment of such Lender to purchase participation
interests in the L/C Obligations up to such Lender’s Revolving Credit Commitment Percentage multiplied by the Letter of Credit
Sublimit. The L/C Commitment of each Lender is included in and is part of each Lender’s Revolving Credit Commitment and is not
in addition to the Lenders’ respective Revolving Credit Commitments.


 


“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
Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit, including but not limited to the amount
of any draft paid by the Issuing Bank under any Letter of Credit, and any taxes, charges, or other costs or expenses incurred by the
Issuing Bank in connection with any such payment.


 


“L/C
Documents” means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered
in connection therewith, any Letter of Credit Application therefor, and any agreements, instruments, guarantees or other documents (whether
general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the
parties concerned, or (b) any collateral security for such obligations.


 


“L/C
Expiration Date” means the day that is thirty (30) days prior to the Revolving Credit Termination Date (or, if such day is
not a Business Day, the next preceding Business Day).


 


“L/C
Obligations” means, at any time, the sum of (a) the aggregate Stated Amount of all issued and outstanding Letters of Credit,
plus (b) the aggregate unpaid principal amount of all Reimbursement Obligations of the Revolving Credit Borrower at such time due and
payable in respect of all drawings made under such Letter of Credit. For purposes of this Agreement, a Lender (other than the Lender
then acting as Issuing Bank with respect to the related Letter of Credit) shall be deemed to hold a L/C Obligation in an amount equal
to its participation interest under Section 2.05 in the related Letter of Credit, and the Lender then acting as Issuing Bank with respect
to such related Letter of Credit shall be deemed to hold a L/C Obligation in an amount equal to its retained interest in the related
Letter of Credit after giving effect to the acquisition by the Revolving Credit Lenders (other than the Lender then acting as Issuing
Bank with respect to such related Letter of Credit) of their participation interests under such Section. 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.


 




    	35



     


    

 


“Law”
means any law (including common Law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order,
injunction, writ, decree or award of any Governmental Authority.


 


“Lender
Addendum” means a Lender Addendum substantially in the form of Exhibit D attached hereto pursuant to which a financial
institution or Fund agrees to become a Lender holding the Commitments and Commitment Percentages set forth therein.


 


“Lenders”
means collectively the Floor Plan Lenders, the Revolving Credit Lenders, the Term Loan Lenders, the Mortgage Loan Lenders and the
Persons that are parties to this Agreement as of the Closing Date as a “Lender” or are parties to a Lender Addendum as a
“Lender” after the Closing Date and any other Person that thereafter shall have become party hereto as a “Lender”
pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto as a “Lender” pursuant
to an Assignment and Assumption. Unless the context requires otherwise, the term “Lenders” includes the Swingline Lender
and the Issuing Bank, and M&T in connection with its funding of the M&T Advances.


 


“Letter
of Credit” means (a) each of the Existing Letters of Credit and (b) any letter of credit issued by the Issuing Bank for the
account of one or more of the Borrowers or any Affiliate thereof in accordance with the terms of this Agreement.


 


“Letter
of Credit Application” means the Issuing Bank’s then current form of application and agreement for the issuance or amendment
of a Letter of Credit.


 


“Letter
of Credit Fees” has the meaning provided to such term in Section 2.05.9 of this Agreement.


 


“Letter
of Credit Sublimit” means an amount equal to One Million Dollars ($1,000,000.00).


 


“LIBOR”
means the rate per annum obtained by dividing (a) the rate per annum reported on Reuters Screen LIBOR 01 Page (or any successor thereto,
or any other service selected by the Administrative Agent which has been nominated by ICE Benchmark Administration (or any successor
administrator of LIBOR rates) as an authorized information vendor for the purpose of displaying such rates on the basis of the London
interbank Eurodollar offered rates for deposits in Dollars (the “Screen Rate”), (x) for a period of time equal to
the relevant Interest Period, at approximately 11:00 a.m. London, England time (or as soon thereafter as practicable) two (2) Business
Days prior to the first day of such Interest Period or (y) in the case of daily adjusting LIBOR, for a one-month period determined on
a daily basis on each Business Day, by (b) a percentage equal to one hundred percent (100%) minus the stated maximum rate of all reserves
required to be maintained against “Eurocurrency Liabilities” as specified in Regulation D (or against any other category
of liabilities which includes deposits by reference to which the interest rate on LIBOR Rate Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-United States office of a bank to United States residents) on such date to any
member bank of the Federal Reserve System. Notwithstanding any provision above: (i) in the event at any time or from time to time the
applicable LIBOR utilized for determining the interest rate for any Credit Facility (or any replacement thereof pursuant to Section 2.07.10)
shall, at any time, be less than zero percent (0.00%), such LIBOR shall be deemed to be zero percent (0.00%) for all purposes of this
Agreement, and (ii) if the rate described above is not available on any applicable interest determination date, then, subject to Section
2.07.10, LIBOR shall be determined by the Administrative Agent in accordance with such other method as Administrative Agent may use to
determine LIBOR for other credit facilities.


 




    	36



     


    

 


“LIBOR
Borrowing” means each unpaid principal balance of a Loan which accrues interest calculated based upon LIBOR, whether an Adjusted
Daily LIBOR Borrowing or an Adjusted LIBOR Rate Borrowing.


 


“LIBOR
Rate” means (a) with respect to the Term Loans and Revolving Credit Loans, for any LIBOR Borrowing for any Interest Period
selected by the Borrower Representative, LIBOR for a term comparable to such Interest Period determined two (2) Business Days prior to
the first day of such Interest Period, and (b) with respect to the Mortgage Loans, for any LIBOR Borrowing for any one-month Interest
Period, LIBOR for a term comparable to such one-month Interest Period, determined two (2) Business Days prior to the first day of such
Interest Period.


 


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


 


“Lien”
means any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature
whatsoever, whether voluntarily or involuntarily given, including but not limited to any conditional sale or title retention arrangement,
and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or
other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).


 


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


 


“Line
Cap” means the lesser of (i) the Revolving Credit Commitments and (ii) (x) the Borrowing Base minus (y) the Outstanding Amount
of the Floor Plan Loans minus (z) the Outstanding Amount of the Term Loans.


 


“Loan
Parties” means, collectively, the Borrowers and the Guarantors (including Persons that become Borrowers or Guarantors after
the Closing Date).


 


“Loan
Request” means notice in the form of Exhibit H attached hereto from the Borrower Representative in accordance with the
Loans as set forth in this Agreement. In connection with Floor Plan Loans and M&T Advances, for Floor Plan Vehicles or Units which
are not new from the Manufacturer, the Loan Request shall be accompanied by a vendor invoice, certificate or statement of origin or certificate
of title, as applicable and such other information as is required in this Agreement.


 


“Loans”
means, collectively, the Floor Plan Loans including the M&T Advances, Revolving Credit Loans, the Swingline Loans, the Term Loans,
and the Mortgage Loans.


 


“M&T
Advance” has the meaning provided to such term in Section 2.02.


 


“M&T
Advance Lender” means M&T Bank.


 


“M&T
Bank” means Manufacturers and Traders Trust Company, a New York banking corporation, and its successors and assigns.


 


“Mandatory
Prepayments” has the meaning provided to such term in Section 2.06.3 of this Agreement.


 




    	37



     


    

 


“Manufacturer”
means the manufacturer, vendor, or supplier of a Floor Plan Vehicle or Unit, including original equipment manufacturers (commonly referred
to as “OEM”) and other vendors and suppliers of a Floor Plan Vehicle or Unit.


 


“Material
Adverse Change” means (a) any set of circumstances or events which has or could reasonably be expected to have a material adverse
effect upon the operations, businesses, properties, liabilities (actual or contingent), conditions (financial or otherwise) or prospects
of any Loan Party or any Subsidiary of a Loan Party; (b) a material impairment of the ability of any Loan Party to perform its obligations
under any Credit Document to which it is a party; or (c) any circumstances or events having a material adverse effect upon the legality,
validity, binding effect or enforceability against any Loan Party of any Credit Document to which it is a party.


 


“Material
Intellectual Property” means any intellectual property that, individually or collectively, (a) is (i) necessary to the business
of Pubco Guarantor and its Subsidiaries as currently constructed or (ii) is otherwise material to the business or operations of Pubco
Guarantor and its Subsidiaries, taken as a whole or (b) has a fair market value (as reasonably determined by the Borrower Representative
in good faith) in excess of $1,000,000.


 


“Maturity
Dates” means collectively (a) the Floor Plan Line of Credit Termination Date, (b) the Revolving Credit Termination Date, (c)
the Swingline Termination Date, (d) the Term Loan Maturity Date, and (e) the Mortgage Loan Maturity Date.


 


“Measurement
Period” means, as of any date of determination, the four (4) consecutive trailing Fiscal Quarters most recently ended.


 


“Minimum
Borrowing Amount” means: (a) with respect to Floor Plan Loans, M&T Advances, and settlement among M&T Bank and the
other Lenders on account of M&T Advances on a Floor Plan Loan Adjustment Date, no Minimum Borrowing Amount shall be applicable; (b)
with respect to the Revolving Credit Loans (i) no Minimum Borrowing Amount shall be applicable for Adjusted Base Rate Borrowings and
(ii) Five Hundred Thousand Dollars ($500,000.00) (or such lesser amount as may be approved by the Administrative Agent) for LIBOR Borrowings
with minimum increments of Fifty Thousand Dollars ($50,000.00); (c) with respect to the Term Loans, (i) no Minimum Borrowing Amount shall
be applicable for Adjusted Base Rate Borrowings and (ii) Five Hundred Thousand Dollars ($500,000.00) (or such lesser amount as may be
approved by the Administrative Agent) for LIBOR Borrowings with minimum increments of Fifty Thousand Dollars ($50,000.00); (d) with respect
to the Swingline Loans, any whole Dollar increment and (e) with respect to Mortgage Loan advances, $50,000.00 (or, if less, the remaining
amount available for drawing under the Mortgage Loan).


 


“Mortgage”
means the Deed of Trust and Assignment of Rents and Leases from the Mortgage Loan Borrower to the trustees named therein for the benefit
of the Administrative Agent for the Lenders, encumbering the real property and improvements located in Harris County, Texas, generally
located at the southwest quadrant of Highway 290 and Stokes Road in Waller, Texas, and more particularly described therein.


 


“Mortgage
Loan Borrower” means Lone Star Acquisition LLC, a Delaware corporation, authorized to do business in the State of Texas as
Lone Star Land of Houston, LLC.


 


“Mortgage
Loan Borrowing” means a borrowing consisting of simultaneous Mortgage Loans of the same Class and Type.


 




    	38



     


    

 


“Mortgage
Loan Commitment” means, as to any Lender, the amount initially set forth opposite its name in the grid set forth below (which
grid shall be added to and incorporated by reference into Schedule 1.01 of the Credit Agreement), and thereafter on any relevant Assignment
And Assumption, as such amount may be adjusted from time to time in accordance with this Agreement, and “Mortgage Loan Commitments”
means the aggregate Mortgage Loan Commitments of all of the Lenders.


 


	Lender	 	Mortgage 
Loan 
Commitment	 	 	Mortgage 
Loan 
Commitment 
Percentage	 
	Manufacturers and Traders Trust Company	 	$	3,150,918.90	 	 	 	54.05	%
	NYCB Specialty Finance Company, LLC	 	$	1,181,594.59	 	 	 	20.27	%
	Huntington National Bank	 	$	787,729.72	 	 	 	13.51	%
	Bank of the West	 	$	708,956.75	 	 	 	12.16	%
	TOTAL	 	$	5,829,199.96	 	 	 	100	%



 


“Mortgage
Loan Commitment Percentage” means, as to any Lender, the percentage initially set forth opposite its name on the grid provided
in the definition of “Mortgage Loan Commitment” in the column labeled “Mortgage Loan Commitment Percentage” and
thereafter on any relevant Assignment And Assumption, as the same may be adjusted from time to time pursuant to this Agreement.


 


“Mortgage
Loan Facility” means the senior secured mortgage term loan facility described in Section 2.06A providing for Mortgage Loans
to the Mortgage Loan Borrower by the Mortgage Loan Lenders.


 


“Mortgage
Loan Lenders” means a Lender having a Mortgage Loan Commitment or any Lender holding a Mortgage Loan.


 


“Mortgage
Loan Maturity Date” means July 14, 2024.


 


“Mortgage
Loan Notes” means, collectively, the promissory notes of the Mortgage Loan Borrower evidencing the Mortgage Loans in the form
of Exhibit M attached hereto, together with all amendments and replacements thereof.


 


“Mortgage
Loans” means the mortgage loans extended by the Lenders to the Mortgage Loan Borrower in accordance with the provisions of
Section 2.06A of this Agreement and the other Credit Documents.


 


“Mortgage
Obligations Collateral” means the real property and improvements located in Harris County, Texas, generally located at the
southwest quadrant of Highway 290 and Stokes Road in Waller, Texas in which the Administrative Agent on behalf of the Credit Parties
is from time to time granted a Lien under any Security Document as security for all or any portion of the Obligations; provided,
however, that Mortgage Obligations Collateral shall not include any Excluded Property.


 




    	39



     


    

 


“Mortgage
Property Support Documentation” means the deliveries, documents, and due diligence described on Schedule 1.05 attached
hereto.


 


“Multiemployer
Plan” means any employee benefit plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3)
of ERISA and to which any Loan Party or any member of the ERISA Group is then making or accruing an obligation to make contributions
or, within the preceding five (5) plan years, has made or had an obligation to make such contributions.


 


“Net
Available Proceeds” means any cash payments, and the fair market cash value of any non-cash consideration, received by any
Loan Party or its Subsidiaries directly or indirectly in connection with or from any transaction, event, condition or occurrence described
in Section 2.06.3 hereof, including but not limited to Dispositions of assets (other than sales of Floor Plan Vehicles or Units subject
to Section 2.01), insurance proceeds, condemnation recoveries, issuances of Indebtedness, or issuances or sales of equity, in each case
net of (a) net of reasonable costs and expenses associated therewith, including reasonable legal fees and expenses (but excluding any
such fees and expenses paid to an Affiliate), and (b) any repayments (including reasonable expenses in connection therewith) of Indebtedness
to the extent that (x) such Indebtedness is secured by a Lien on an asset that is the subject of the transaction, and (y) the transferee
of (or holder of a Lien on) such asset requires that such Indebtedness be repaid as a condition to the subject transaction.


 


“Net
Extraordinary Receipt Proceeds” shall mean any cash received by or paid to or for the account of any Person not in the ordinary
course of business, including as a result of litigation, settlements, judgments, tax refunds, pension plan reversions, indemnity payments,
escrow releases and any purchase price adjustments, in each case, net of reasonable costs and expenses associated therewith, including
reasonable legal fees and expenses (but excluding any such fees and expenses paid to an Affiliate); provided, however, Net Extraordinary
Receipt Proceeds shall not include cash receipts from proceeds of insurance or indemnity payments to the extent that such proceeds, awards
or payments are received by any Person in respect of any third party claim against such Person and applied to pay (or to reimburse such
Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto.


 


“New
Unit Invoiced Amount” means, with respect to any Eligible New 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 or Permitted Company Vehicle.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders
or all affected Lenders in accordance with the terms of Section 10.01 and (b) 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.


 


“Non-Financed
Capital Expenditures” means, with respect to any Person for any applicable period, the Capital Expenditures of such Person
made in cash during such period, excluding any Capital Expenditures paid from proceeds of Indebtedness (other than proceeds of Indebtedness
arising from borrowings under the Revolving Credit Loans, the Swingline Loan, or the Floor Plan Loans).


 


“Notes”
means, collectively, the Floor Plan Loan Notes, the Revolving Credit Notes, the Swingline Note, the Term Loan Notes, and the Mortgage
Loan Notes.


 




    	40



     


    

 


“Obligations”
means, collectively, the obligations of the Borrowers or of any other Loan Party to pay to the Credit Parties or to perform for the
benefit of the Credit Parties, M&T Bank or any of their Affiliates (a) sums due arising out of or in connection with the Loans or
otherwise pursuant to the terms of the Notes, and the other Credit Documents, including without limitation all unpaid principal, accrued
interest (including interest that accrues during any Insolvency Proceedings), fees and expenses, (b) indemnification and reimbursement
duties and obligations owed in accordance with the terms of any of the Credit Documents, (c) Credit Party Expenses, (d) reimbursement,
repayment or indemnity obligations owed by the Borrowers or any of the other Loan Parties to any Credit Party or to an Affiliate of a
Credit Party arising out of or related to Bank Products, (e) all payment and indemnification obligations owed by the Borrowers to the
Issuing Bank or to any other Credit Party which arise out of or relate to any Letters of Credit, including all of the L/C Obligations,
(f) all obligations or sums due to any Swap Provider under or in connection with any Swap Obligations, (g) payments owed to the Arranger,
the Administrative Agent or M&T Bank in accordance with the Fee Letter, (h) any indebtedness or liability which may exist or arise
as a result of any payment made by or for the benefit of any of the Credit Parties being avoided or set aside for any reason including
any payment being avoided as a preference under Sections 547 and 550 of the Bankruptcy Code, as amended, or under any other Debtor Relief
Law, and (i) any interest on any portion of the Loans that accrues after the commencement of any Insolvency Proceeding.


 


“OFAC”
mean the U.S. Department of Treasury’s Office of Foreign Asset Control.


 


“Organization
Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent
or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture,
trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and
any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable
Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation
or organization of such entity. For the avoidance of doubt, with respect to Pubco Guarantor, the Organization Documents include the Amended
Charter and the Securities Purchase Agreement.


 


“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 Credit Document, or sold or assigned an interest in any Loan or Credit Document).


 


“Other
Taxes” means all present or future stamp, court, 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 Credit Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 2.12).


 


“Out
Of Balance” means with respect to any Floor Plan Vehicle or Unit, that the outstanding principal amount of the Floor Plan Loans
allocable to such Floor Plan Vehicle or Unit exceeds the Floor Plan Loan Advance Limit applicable to such Floor Plan Vehicle or Unit
or that the payments required pursuant to Sections 2.01.6, 2.01.7, 2.01.8 or 2.01.9 have not been paid as agreed.


 




    	41



     


    

 


“Outstanding
Amount” means (a) with respect to Floor Plan Loans (including M&T Advances) 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 Revolving Credit Loans and Swingline Loans on any date, the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans and Swingline Loans, as the case
may be, occurring on such date; (c) 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 Extensions 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 made by the Borrowers; and (d) with respect to the Term Loans on any date,
the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayment or repayments of the Term Loans,
as the case may be, occurring on such date.


 


“Parent
Guarantor” means Lazy Days’ R.V. Center, Inc., a Delaware corporation.


 


“Participant”
has the meaning provided to such term in Section 10.03 of this Agreement.


 


“Participant
Register” has the meaning provided to such term in Section 10.03 of this Agreement.


 


“Participation”
means an undivided participation interest sold by a Lender, in accordance with the provisions of Section 10.03, in such Lender’s
Commitments, Loans and rights and obligations under this Agreement and the other Credit Documents.


 


“Payment
Notice” has the meaning provided to such term in Section 9.13(b) of this Agreement.


 


“Payment
Recipient” has the meaning provided to such term in Section 9.13(a) of this Agreement.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than
a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by a Borrower or any ERISA Affiliate or to
which a Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other
plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.


 




    	42



     


    

 


“Permitted
Acquisition” means any Investment after the Closing Date by one (1) or more Borrowers in any Person located within the United
States, whose business operations are within the same scope of business operations as the applicable Borrowers, or a similar or related
line of business to the business of the applicable Borrowers or a complementary or ancillary business that allows for vertical integration
by the Loan Parties, provided that (a) there are no then continuing Defaults or Events of Default and no Material Adverse Change
has occurred, and immediately after giving effect to such Investment there will not be any Defaults, Events of Default or Material Adverse
Change, (b) with respect to such Investment, the applicable Borrowers shall have submitted to each of the Credit Parties, not less than
thirty (30) days before the Borrowers become bound under any agreement to make such Investment or, in the case of clause (iii) immediately
below, upon the request of the Administrative Agent, (i) a description of the transaction pursuant to which such Investment is to be
made, accompanied by substantially final drafts of all material definitive documents for such transaction, (ii) pro forma financial statements
for the Borrowers and their Subsidiaries giving effect to such Investment, (iii) updated and revised financial projections which incorporate
the target’s projected results of operations into the financial projections of the applicable Borrowers and their Subsidiaries
then most recently submitted to the Credit Parties, projecting the compliance by the Borrowers and their Subsidiaries with all covenants
of this Agreement (including financial covenants) after giving effect to the Investment, (iv) a certification given by an Authorized
Officer of the Borrowers to the effect that no Default or Event of Default then exists, no Material Adverse Change has occurred, and
that no Default, Event of Default or Material Adverse Change is reasonably expected to occur upon or as a result of the proposed acquisition,
(c) the target shall be organized and domiciled in the United States, and (d) such acquisition shall have been approved or consented
to by the board of directors or similar governing body of the target, and (ii) each new Subsidiary shall, at the time it becomes a Subsidiary,
execute and/or deliver all such certifications, opinions, resolutions and Credit Documents as are required pursuant to Section 5.15 hereof.
“Permitted Acquisition” also includes the acquisition of real estate related to the development of an RV dealership
or service center and (w) any such acquisition shall be subject to the foregoing conditions and requirements set forth in clauses (a)
– (d) in this definition (regardless of whether it is within the definition of “Investment”), (x) each new Subsidiary
formed or acquired in connection with such Permitted Acquisition shall, at the time it becomes a Subsidiary, execute and/or deliver all
such certifications, opinions, resolutions and Credit Documents as are required pursuant to Section 5.15 hereof, (y) if financed by the
Lenders, shall be subject to satisfaction of all of the requirements of the Administrative Agent with respect to real estate collateral,
including but not limited to execution and/or delivery of real estate mortgages, a lender’s policy of title insurance, ALTA survey,
environment reports, and appraisals, in each case as are reasonably required by, and satisfactory to, the Administrative Agent and Required
Lenders; and (z) in any case, shall be subject to receipt of such Real Estate Support Documents as are reasonably required by, and satisfactory
to Administrative Agent and Required Lenders.


 


“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 Security 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 1.04 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;


 


(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; and


 


(f) is
not a recreational vehicle or towable.


 




    	43



     


    

 


“Permitted
Discretion” means a determination made in good faith and in the exercise of reasonable credit or business judgement, from the
perspective of a secured asset based lender in accordance with customary business practices of the Administrative Agent for comparable
asset-based transactions for similarly situated borrowers, which in the context of establishing or modifying any eligibility criteria
or Reserve provided for in this Agreement, the Administrative Agent from time to time determines following consultation with the Borrower
Representative as being appropriate, in each case of clauses (a), (b), (c) and (d) below, to the extent such items have not otherwise
been included in the calculation of the Borrowing Base, (a) to reflect items that could reasonably be expected to adversely affect the
Administrative Agent’s ability to realize upon the Collateral relevant to that Loan Party, including, without limitation, items
that could reasonably be expected to adversely affect the value of any Collateral relevant to the Loan Party, the enforceability or priority
of the Administrative Agent’s Liens on Collateral relevant to that Loan Party, the timing of any enforcement action, or the amount
that any secured party would be likely to receive in the liquidation of Collateral relevant to that Loan Party, (b) to reflect claims
and liabilities that have priority as a matter of law that the Administrative Agent determines will need to be satisfied in connection
with the realization upon that Collateral, (c) to reflect criteria, events, conditions, contingencies or risks that differ materially
from facts or events occurring or known to the Administrative Agent on the Closing Date and which directly and adversely affect any component
of the Borrowing Base, or (d) to address any collateral report or other financial information received by the Administrative Agent from
any Loan Party to the extent such report is incomplete, inaccurate or misleading in any material respect.


 


“Permitted
Encumbrances” means collectively:


 


(a) Liens
for taxes, assessments, governmental levies or similar charges incurred in the ordinary course of business and which are not yet due
and payable, or if due and payable, (i) are being contested in good faith and by appropriate and lawful proceedings diligently conducted,
but only so long as such proceedings could not subject any Credit Party to any civil or criminal penalties or liabilities and (ii) for
which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made and (iii) which shall
be paid in accordance with the terms of any final non-appealable judgments or orders relating thereto within thirty (30) days after the
entry of such judgments or orders;


 


(b) Pledges
or deposits made in the ordinary course of business to secure payment of worker’s compensation, or to participate in any fund in
connection with worker’s compensation, unemployment insurance, old-age pensions, other social security programs or similar program
or to secure liability to insurance carriers under insurance or self insurance agreements or arrangement;


 


(c) Liens
of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing obligations incurred in the ordinary course of business
that are not yet due and payable and Liens of landlords securing obligations to pay lease payments that are not yet due and payable or
in default, or if such Liens are due and payable, (i) are being contested in good faith and by appropriate and lawful proceedings diligently
conducted and (ii) for which such reserves or other appropriate provisions, if any, as required by GAAP shall have been made and (iii)
which shall be paid in accordance with the terms of any final non-appealable judgments or orders relating thereto within thirty (30)
days after the entry of such judgments or orders;


 


(d) Pledges
or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of
borrowed money) or leases, not in excess of the aggregate amounts due thereunder, or to secure statutory obligations, or surety, appeal,
indemnity, performance or other similar bonds required in the ordinary course of business;


 


(e) (i)
Encumbrances consisting of zoning restrictions, easements, rights-of-way, or other restrictions on the use of real property, (ii) defects
in title to real property, and (iii) Liens, encumbrances, and title defects affecting real property not known by the Borrowers or their
Subsidiaries, as applicable, and not discoverable by a search of the public records, none of which materially impairs the use of such
property;


 


(f) Liens
securing the Obligations;


 




    	44



     


    

 


(g) Liens
securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of
Default under Section 7.05 or Section 7.06; provided such Lien is subject and subordinate to the Lien of the Security Documents;


 


(h) Liens
existing on the Closing Date and listed on Schedule 1.05 hereof, and any renewals, modifications, replacements or extensions thereof;
provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except
as contemplated by Section 6.03(b), and (iii) the direct or any contingent obligor with respect thereto is not changed;


 


(i) Liens
upon fixed assets or equipment securing Indebtedness permitted under Section 6.03(f) (for the avoidance of doubt, subject to the monetary
limitation set forth therein with respect thereto in Section 6.03 and to the limitation set forth in Section 6.17 of this Agreement);
provided that: (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness,
(ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired
on the date of acquisition, and (iii) such Liens attach to such property concurrently with or within ninety (90) days after the acquisition
thereof;


 


(j) any
interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by Pubco Guarantor or any of its
Subsidiaries in the ordinary course of business and covering only the assets so leased, licensed or subleased;


 


(k) Liens
of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;


 


(l) Liens
of sellers of goods to Borrowers or any Subsidiary arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable
Law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related
expenses;


 


(m) Liens,
if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.05.8;


 


(n) [reserved];
and


 


(o) Liens
that are normal and customary contractual rights of setoff, relating to (i) the establishment of depository relationships with banks
or other financial institutions not given in connection with the incurrence of any Indebtedness, and (ii) purchase orders and other agreements
entered into with customers of the Borrowers or any Subsidiary in the ordinary course of business.


 


“Permitted
Holder” means those direct and indirect beneficial owners of the Capital Stock of Pubco Guarantor that, as of the Closing Date,
are entitled to vote in the election of the Board of Directors of Pubco Guarantor.


 


“Person”
means any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization,
joint venture, government or political subdivision or agency thereof, or any other entity.


 


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


 




    	45



     


    

 


“Platform”
means Debt Domain, Intralinks, SyndTrak or a substantially similar electronic transmission system.


 


“Preferred
Stockholders” means the holders of Series A Preferred Stock of Pubco Guarantor which are, as of the Closing Date, the Persons
listed on Schedule 1.03 attached hereto and their successors and assigns.


 


“Prime
Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent, in its sole discretion,
as its prime lending rate of interest. Such announced rate bears no inference, implication, representation or warranty that such announced
rate is charged to any particular customer or customers of Administrative Agent. The Administrative Agent’s prime lending rate
of interest is but one of several interest rate bases used by the Administrative Agent. Changes in the applicable interest rate shall
be made as of, and immediately upon the occurrence of, changes in the Administrative Agent’s prime rate.


 


“Principal
Payment Date” means (a) the fifteenth (15th) day of each consecutive month (provided, however, if any such
day is not a Business Day, the Business Day prior to such day), (b) with respect to the Term Loans, the earlier of the Term Loan Maturity
Date or such date upon which the repayment of the Term Loans has been accelerated for payment and (c) with respect to the Mortgage Loans,
the earlier of the Mortgage Loan Maturity Date or such date upon which the repayment of the Mortgage Loans has been accelerated for payment.
The first Principal Payment Date is July 15, 2021. Notwithstanding the foregoing, with respect to the Mortgage Loans, the “Principal
Payment Date” shall be the same date as the Interest Payment Date.


 


“Pro
Rata Share” means, as to each Lender, the ratio, expressed as a percentage of (a) (i) the aggregate amount of such Lender’s
Floor Plan Commitment, Term Loan Commitment, Mortgage Loan Commitment and Revolving Credit Commitment plus (ii) the aggregate amount
of such Lender’s outstanding Term Loans and Mortgage Loans to (b) (i) the aggregate amount of the Floor Plan Commitments, Term
Loan Commitments, Mortgage Loan Commitments and Revolving Credit Commitment of all Lenders plus (ii) the aggregate amount of all outstanding
Term Loans and Mortgage Loans; provided, however, that if at the time of determination the Floor Plan Commitments and Revolving Credit
Commitments have terminated or been reduced to zero, the “Pro Rata Share” of each Lender shall be the ratio, expressed as
a percentage of (A) the sum of the unpaid principal amount of all outstanding Floor Plan Loans, Revolving Credit Loans, Term Loans and
Mortgage Loans, owing to such Lender as of such date to (B) the sum of the aggregate unpaid principal amount of all outstanding Floor
Plan Loans, Revolving Credit Loans, Term Loans and Mortgage Loans of all Lenders as of such date. If at the time of determination any
Commitments have been terminated or reduced to zero and there are no outstanding Loans, then the Pro Rata Shares of the Lenders shall
be determined as of the most recent date on which such Commitments were in effect or Loans were outstanding. For purposes of this definition,
a Floor Plan Lender shall be deemed to hold a M&T Advance to the extent such Floor Plan Lender has acquired a participation therein
under the terms of this Agreement and has not failed to perform its obligations in respect of such participation.


 


“Prohibited
Transaction” shall mean any prohibited transaction as defined in Section 4975 of the Code or Section 406 of ERISA that is not
exempt under Section 408 of ERISA and for which neither an individual nor a class exemption has been issued by the United States Department
of Labor.


 


“Property”
means, any parcel of real property, whether owned in fee or leased, of any of the Loan Parties.


 


“Pubco
Guarantor” means Lazydays Holdings, Inc., a Delaware corporation, formerly known as Andina II Holdco Corp, a Delaware corporation.


 




    	46



     


    

 


“Real
Estate Support Documents” means such third party consents, landlord and mortgagee waivers and agreements, flood hazard certifications,
evidence of flood insurance (if required), and subordination and nondisturbance agreements, in each case as the Administrative Agent
may request.


 


“Receivables
Reserves” means, without duplication of any adjustments already accounted for in determining eligibility criteria under the
definition of Eligible Accounts or Eligible Contracts in Transit or other reserves, reserves as may be established from time to time
by the Administrative Agent in its Permitted Discretion to reflect risks or contingencies arising after the Closing Date that negatively
impact the market value of Eligible Accounts or Eligible Contracts in Transit owned by any Loan Party, including any material change
in collectability of Eligible Accounts or Eligible Contracts in Transit.


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender or (c) any Issuing Bank, as applicable.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBOR, 11:00 a.m. (London time)
on the day that is two London banking days preceding the date of such setting (except as may otherwise be provided in the Credit Documents
for overnight LIBOR pricing), and (2) if such Benchmark is not LIBOR, the time determined by the Administrative Agent in its reasonable
discretion.


 


“Reflooring
Loan” has the meaning provided to such term in Section 2.01(b) of this Agreement.


 


“Register”
has the meaning provided to such term in Section 10.02.4 of this Agreement.


 


“Regulated
Substance” means any substance which, pursuant to any Environmental Law, is identified as a Hazardous Material, hazardous substance
(or other term having similar import) or is otherwise subject to special requirements in connection with the use, storage, transportation,
disposition or other handling thereof.


 


“Regulation
D” means certain regulations issued by the Federal Reserve Board generally known as Regulation D and entitled “Reserve
Requirements of Depository Institutions,” codified at 12 CFR § 204, et seq., as amended and in effect from time to time.


 


“Reimbursement
Obligation” means the absolute, unconditional and irrevocable obligation of a Revolving Borrower to reimburse an Issuing Bank
for any drawing honored by such Issuing Bank under a Letter of Credit.


 


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


 


“Release”
means a “release” as defined in Section 101(22) of the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as now or hereafter amended.


 


“Relevant
Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a
committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New
York, or any successor thereto.


 


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


 




    	47



     


    

 


“Repurchase
Agreement” means an agreement between the Administrative Agent and a Manufacturer providing 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.


 


“Required
Floor Plan Lenders” means (a) if there are one or two Floor Plan Lenders, all Floor Plan Lenders; (b) if there are three Floor
Plan Lenders, at least two unaffiliated Floor Plan Lenders who hold in the aggregate at least sixty-six and two-thirds percent (66.67%)
of either (i) the total Floor Plan Commitments of all Floor Plan Lenders, or (ii) in the event the Floor Plan Commitments have been terminated,
the aggregate Floor Plan Loan Exposure of all Floor Plan Lenders, and (c) if there are four or more Floor Plan Lenders, at least two
unaffiliated Floor Plan Lenders who hold in the aggregate more than fifty percent (50%) of either (i) the total Floor Plan Commitments
of all Floor Plan Lenders, or (ii) in the event the Floor Plan Commitments have been terminated, the aggregate Floor Plan Lona Exposure
of all Floor Plan Lenders; provided that for purposes of calculating the “Required Floor Plan Lenders,” the Floor
Plan Commitments and Floor Plan Loan Exposure of any Defaulting Lenders shall be deemed zero. For purposes of this definition a Floor
Plan Lender shall be deemed to hold an M&T Advance to the extent such Floor Plan Lender has acquired a participation therein under
the terms of this Agreement and has not failed to perform its obligations in respect to such participation.


 


“Required
Lenders” means (a) if there are one or two Lenders, all Lenders; (b) if there are three Lenders, at least two unaffiliated
Lenders who hold in the aggregate at least sixty-six and two-thirds percent (66.67%) of either (i) the total Commitments of all Lenders,
or (ii) in the event the Commitments have been terminated, the aggregate outstanding Loans of all Lenders, and (c) if there are four
or more Lenders, at least two unaffiliated Lenders who hold in the aggregate more than fifty percent (50%) of either (i) the total Commitments
of all Lenders, or (ii) in the event the Commitments have been terminated, the aggregate outstanding Loans of all Lenders, including
the Administrative Agent; provided that for purposes of calculating the “Required Lenders,” the Commitments and Loans
of any Defaulting Lenders shall be deemed zero.


 


“Required
Class Lenders” means, with respect to the Term Loan Facility or the Mortgage Loan Facility (a) if there are one or two Lenders
in such Class, all Lenders of such Class; (b) if there are three Lenders in such Class, at least two unaffiliated Lenders of such Class
who hold in the aggregate at least sixty-six and two-thirds percent (66.67%) of the total Loans and Commitments in such Class, and (c)
if there are four or more Lenders in such Class, at least two unaffiliated Lenders of such Class who hold in the aggregate more than
fifty percent (50%) of the total Loans and Commitments of in such Class; provided that for purposes of calculating the “Required
Mortgage Loan Lenders,” the Mortgage Loan Commitments and Mortgage Loan Loans of any Defaulting Lenders shall be deemed zero.


 


“Required
Revolving Credit Lenders” means (a) if there are one or two Revolving Credit Lenders, all Revolving Credit Lenders; (b) if
there are three Revolving Credit Lenders, at least two unaffiliated Revolving Credit Lenders who hold in the aggregate at least sixty-six
and two-thirds percent (66.67%) of either (i) the total Revolving Credit Commitments of all Revolving Credit Lenders, or (ii) in the
event the Revolving Credit Commitments have been terminated, the aggregate Revolving Credit Exposure of all Revolving Credit Lenders,
and (c) if there are four or more Revolving Credit Lenders, at least two unaffiliated Revolving Credit Lenders who hold in the aggregate
more than fifty percent (50%) of either (i) the total Revolving Credit Commitments of all Revolving Credit Lenders, or (ii) in the event
the Revolving Credit Commitments have been terminated, the aggregate Revolving Credit Exposure of all Revolving Credit Lenders; provided
that for purposes of calculating the “Required Revolving Credit Lenders,” the Revolving Credit Commitments and Revolving
Credit Exposure of any Defaulting Lenders shall be deemed zero and a Revolving Credit Lender (other than the Swingline Lender with respect
to such Swingline Loan) shall be deemed to hold a Swingline Loan and a Revolving Credit Lender (other than the Issuing Bank with respect
to such L/C Obligation) shall be deemed to hold a L/C Obligation, in each case, to the extent such Revolving Credit Lender has acquired
a participation therein under the terms of this Agreement and has not failed to perform its obligations in respect of such participation.


 




    	48



     


    

 


“Requirement
of Law” means, with respect to any Person, any Law and the interpretation, implementation, application, or administration thereof
by, and other rulings, determinations, directives, guidelines, requirements or requests of, any Governmental Authority, in each case
whether or not having the force of law and that are applicable to or binding upon such Person or any of its assets or property or to
which such Person or any of its assets or property is subject.


 


“Reserves”
means, in each case as may be established by the Administrative Agent in accordance with customary business practices and in its Permitted
Discretion, the sum (calculated without duplication and without including any items otherwise addressed or excluded through eligibility
criteria or any other reserve) of (a) the Inventory Reserves, (b) the Receivables Reserves, (c) the aggregate amount of liabilities secured
by Liens upon Collateral in the Borrowing Base that are senior to the Administrative Agent’s Liens, and (d) such additional reserves
established by the Administrative Agent that it deems necessary in its Permitted Discretion.


 


“Resolution
Authority” means the EEA Resolution Authority or, with respect to any UK Financial Institution, the UK Resolution Authority.


 


“Restricted
Payment” means collectively (a) any dividend or other distribution (whether in cash, securities or other property) with respect
to any Capital Stock or other Equity Interests of any of the Borrowers or their Subsidiaries, or any payment (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any such Capital Stock or other Equity Interests, or on account of any return of capital to a Borrower’s stockholders,
partners or members (or the equivalent Person thereof), (b) any redemption, repurchase, conversion, exchange, retirement, sinking fund
or similar payment, purchase or other acquisition for value, direct or indirect, by such Person of any Equity Interest in such Person
now or hereafter outstanding, including without limitation, any redemption of the Series A Preferred Stock issued by the Borrower in
accordance with the provisions of the Amended Charter, the Securities Purchase Agreement and/or the Certificate of Designations, (c)
any payment of any accrued dividends, any payments in connection with any permitted repurchases, payments of all or any portion of a
redemption price, any payments of redemption interest, or any payments of any default or increased interest, or premiums upon any payments
that are not paid when due, or any risk-adjusted payment or premium, due to the Preferred Stockholders under the terms of the Amended
Charter, the Securities Purchase Agreement, and/or the Certificate of Designations, (d) any sinking fund or other prepayment or installment
payment on account of any Capital Stock or other Equity Interests of a Borrower, (e) any payment made by such Person to retire, or to
obtain the surrender of, any outstanding warrants, options or other rights to acquire Equity Interests in such Person now or hereafter
outstanding, (f) any loan or advance to a shareholder or other equity holder of a Borrower on account of such Person being a shareholder
or other equity holder, (g) any forgiveness or release without adequate consideration by a Borrower of any Indebtedness or other obligation
owing to a Borrower by a shareholder or other equity holder of a Borrower, or (h) any payment by such Person of any management, consulting
or similar fees.


 


“Revolving
Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Class and Type.


 


“Revolving
Credit Borrowers” means (a) the Borrowers listed on Schedule 1.01(a) as of the Closing Date and (b) any other Subsidiaries
that from time to time become a Borrower under the Revolving Credit Facility pursuant to a Joinder Agreement.


 




    	49



     


    

 


“Revolving
Credit Commitment” means, as to any Lender, the amount initially set forth opposite its name on Schedule 1.01 attached
hereto in the column labeled “Revolving Credit Commitment,” and thereafter as set forth on any relevant Lender Addendum or
Assignment And Assumption, as such amount may be adjusted from time to time in accordance with this Agreement, and “Revolving
Credit Commitments” means the aggregate Revolving Credit Commitments of all of the Lenders.


 


“Revolving
Credit Commitment Percentage” means, as to any Lender, the percentage initially set forth opposite its name on Schedule
1.01 attached hereto in the column labeled “Revolving Credit Commitment” and thereafter on any relevant Lender Addendum
or Assignment And Assumption, if applicable, as the same may be adjusted from time to time pursuant to this Agreement.


 


“Revolving
Credit Dollar Cap” means Twenty-Five Million Dollars ($25,000,000.00), as such sum may be decreased from time to time by the
operation of Section 2.03.6 of this Agreement.


 


“Revolving
Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of such Lender’s outstanding
Revolving Credit Loans and such Lender’s participation in, and obligation to participate in, L/C Obligations and Swingline Loans
at such time.


 


“Revolving
Credit Facility” means the revolving credit facility described in Sections 2.03, 2.04 and 2.05 providing for Revolving Credit
Loans, Swingline Loans and the issuance of Letters of Credit to the Revolving Credit Borrowers by the Revolving Credit Lenders.


 


“Revolving
Credit Lenders” means a Lender having a Revolving Credit Commitment and any Lender holding a Revolving Credit Loan or participation
in Swingline Loans or Letters of Credit.


 


“Revolving
Credit Loans” means collectively, the Revolving Credit Loans made by the Lenders to the Borrowers as joint and several obligors
in accordance with Section 2.03 of this Agreement.


 


“Revolving
Credit Notes” means, collectively, the promissory notes of the Borrowers evidencing the Revolving Credit Loans, together with
all amendments or replacements thereto. The Revolving Credit Notes shall be in the form of Exhibit E attached hereto.


 


“Revolving
Credit Obligations” means, collectively, all of the obligations of the Loan Parties to (i) the Revolving Lenders, Swingline
Lender, Issuing Bank or the Administrative Agent, whenever arising, under this Agreement or any other Credit Documents, including without
limitation all unpaid principal, accrued interest, fees and Lender Party Expenses of the Revolving Lenders, Swingline Lender, Issuing
Bank or the Administrative Agent, due and payable hereunder and thereunder in respect of the Revolving Credit Facility and (ii) the Revolving
Lenders, Swingline Lender, Issuing Bank or the Administrative Agent or any of their Related Parties on account of indemnification and
reimbursement duties and obligations due and payable under this Agreement or any other Credit Document in respect of the Revolving Credit
Facility.


 


“Revolving
Credit Termination Date” means July 14, 2024.


 


“Revolving
Credit Unused Commitment Fee” has the meaning given to such term in Section 2.03.5 of this Agreement.


 


“Sale
and Leaseback Transaction” means any arrangement, directly or indirectly, whereby a Loan Party or any of its Subsidiaries sells
or transfers any real property (other than Mortgage Obligations Collateral), whether now owned or hereinafter acquired, and thereafter,
any Affiliate thereof, rents or leases such property.


 




    	50



     


    

 


“Sale
Dated” means, in connection with the sale of a Floor Plan Vehicle or Unit, that closing of the sale of such Floor Plan Vehicle
or Unit is pending financing or other contingencies.


 


“Sanction(s)”
means applicable economic sanctions administered or enforced by the United States government (including without limitation, OFAC).


 


“Sanctioned
Country” means a country or region the target of a comprehensive Sanctions program, which includes as of the date of this Agreement,
Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine.


 


“Sanctioned
Person” means (a) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC and, as
of the date hereof, available at http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf, or as otherwise published from time to
time or otherwise recognized as a specially designated, prohibited, or sanctioned Person under any Sanctions, or (b) (i) an agency of
the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a Person resident in a Sanctioned
Country, to the extent the same would violate Sanctions.


 


“Screen
Rate” has the meaning provided to such term in clause (a) of the definition of LIBOR.


 


“SEC”
has the meaning provided to such term in Section 5.09.11 of this Agreement.


 


“Secured
Parties” means, collectively, the Administrative Agent, the Lenders (including but not limited to the Swingline Lender and
M&T Bank as provider of the M&T Advances), the Issuing Bank, the Swap Provider, and any other Persons the Obligations owing to
which are or are purposed to be secured by the Collateral under the terms of the Security Documents.


 


“Securities
Purchase Agreement” means collectively each Securities Purchase Agreement dated October 27, 2017 by and between a Preferred
Stockholder and Pubco Guarantor.


 


“Security
Documents” means, collectively, all security agreements, pledges, mortgages, deeds of trust, control agreements, or other agreements,
instruments, documents or filings pursuant to which any of the Loan Parties, from time to time, pledges or grants Liens for the benefit
of the Credit Parties in or to any of the Collateral.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 


“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing
rate).


 


“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 




    	51



     


    

 


“Solvent”
means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater
than the total amount of liabilities, including, without limitation, 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 is able to pay its debts and other liabilities as they mature in the normal
course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay as such debts and liabilities mature, and (e) 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 unreasonably small capital after giving
due consideration to the prevailing practice in the industry in which such Person is engaged or about to be engaged, as the case may
be. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount
which, in 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
Equipment” means fixtures, furniture and Equipment.


 


“Specified
Inventory” means Inventory consisting of parts and accessories.


 


“Stated
Amount” means as to any Letter of Credit, the lesser of (a) the face amount thereof, or (b) the remaining available undrawn
amount thereof (regardless of whether any conditions for drawing could then be met).


 


“Subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited
liability company, partnership, association or other entity of which securities or other ownership interests representing more than fifty
percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than
fifty percent (50%) of the general partnership interests are, as of such date, owned, controlled or held by the parent or one or more
subsidiaries of the parent.


 


“Supermajority
Lenders” means two or more unaffiliated Lenders who hold in the aggregate at least sixty-six and two-thirds percent (66.67%)
of either (i) the total Commitments of all Lenders, or (ii) in the event the Commitments have been terminated, the aggregate outstanding
Loans of all Lenders; provided that (i) at any time when there is only one Lender holding either (i) the total Commitments, or
(ii) in the event the Commitments have been terminated, the aggregate outstanding Loans, Supermajority Lenders means such Lender and
(ii) for purposes of calculating the “Supermajority Lenders,” the Commitments and Loans of any Defaulting Lenders shall be
deemed zero.


 


“Swap”
means any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder, other than (a) a swap entered into,
or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered
into pursuant to CFTC Regulation 32.3(a).


 


“Swap
Agreement” means (a) any “Swap Agreement” as defined in §101(53B) of the Bankruptcy Code, (b) 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, interest rate options, 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 (c) 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.


 




    	52



     


    

 


“Swap
Obligations” means (a) all obligations or sums due to any Swap Provider under or in connection with any Swap or Swap Agreement.


 


“Swap
Provider” means any Credit Party or Affiliate of a Credit Party (regardless of whether such Swap Provider ceases to be a Credit
Party or Affiliate of a Credit Party after such Swap Agreement is entered into) that has entered into, or subsequently enters into a
Swap Agreement from time to time with a Loan Party for Swaps with respect to the Loans, the Letters of Credit, or any of the other Obligations,
but excluding, for the avoidance of doubt, any Swap Agreement entered into by a Credit Party or its Affiliates after its Commitments
have been fully cancelled in accordance with the terms of this Agreement or after it has assigned all of its rights under the credit
facilities established by this Agreement.


 


“Swap
Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Agreements: (a) for any date on or after the date such Swap Agreements have been
closed out and termination value(s) determined in accordance therewith, such termination value(s); and (b) for any date prior to the
date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined based
upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which may
include a Lender or any Affiliate of a Lender).


 


“Swingline
Commitment” means (a) the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any
time not to exceed the Swingline Committed Amount, and (b) with respect to each Lender, the commitment of such Lender to purchase participation
interests in the Swingline Loans up to such Lender’s Revolving Credit Commitment Percentage multiplied by the Swingline
Committed Amount. The Swingline Commitment is included in and is part of the Revolving Credit Commitment held by each Lender and is not
in addition thereto.


 


“Swingline
Committed Amount” means Five Million Dollars ($5,000,000.00).


 


“Swingline
Conversion Event” means (a) an event, change, circumstance or other occurrence resulting or which could reasonably be expected
to result in a Material Adverse Change, or (b) a Default or Event of Default.


 


“Swingline
Lender” means M&T Bank, and its successors and assigns.


 


“Swingline
Loans” has the meaning provided to such term in Section 2.04 of this Agreement.


 


“Swingline
Note” means the promissory note of the Borrowers in favor of the Swingline Lender evidencing the Swingline Loan in the form
of Exhibit F as such promissory note may be amended, modified, restated, supplemented, extended, renewed or replaced from time
to time.


 


“Swingline
Termination Date” means that date which occurs five (5) Business Days prior to the Revolving Credit Termination Date.


 


“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 creating obligations that do not appear on the balance sheet of such
Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without
regard to accounting treatment).


 




    	53



     


    

 


“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.


 


“Term
Loan Borrowers” means (a) the Borrowers listed on Schedule 1.01(a) as of the Closing Date and (b) any other Subsidiaries that
from time to time become a Borrower under the Term Loan Facility pursuant to a Joinder Agreement.


 


“Term
Loan Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Class and Type.


 


“Term
Loan Commitment” means, as to any Lender, the amount initially set forth opposite its name on Schedule 1.01 attached
hereto in the column labeled “Term Loan Commitment,” and thereafter as set forth on any relevant Lender Addendum or Assignment
And Assumption, as such amount may be adjusted from time to time in accordance with this Agreement, and “Term Loan Commitments”
means the aggregate Term Loan Commitments of all of the Lenders.


 


“Term
Loan Commitment Percentage” means, as to any Lender, the percentage initially set forth opposite its name on Schedule 1.01
attached hereto in the column labeled “Term Loan Commitment” and thereafter on any relevant Lender Addendum or Assignment
And Assumption, if applicable, as the same may be adjusted from time to time pursuant to this Agreement.


 


“Term
Loan Facility” means the senior secured term loan facility described in Section 2.06 providing for Term Loans by the Term Loan
Lenders.


 


“Term
Loan Maturity Date” means July 14, 2024.


 


“Term
Loan Notes” means, collectively, the promissory notes of the Borrowers evidencing the Term Loans in the form of Exhibit
G attached hereto, together with all amendments and replacements thereof.


 


“Term
Loan Lender” shall mean each Lender having a Term Loan Commitment and any Lender holding a Term Loan.


 


“Term
Loans” means collectively the term loans extended by the Lenders to the Term Loan Borrowers as joint and several obligors in
accordance with the provisions of Section 2.06 of this Agreement.


 


“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based
on SOFR that (i) has been selected or recommended by the Relevant Governmental Body and (ii) is displayed on a screen or other information
service that publishes such rate from time to time, as determined by the Bank in its reasonable discretion.


 


“Threshold
Amount” means Two Million Five Hundred Thousand Dollars ($2,500,000.00).


 


“Total
Credit Exposure” means, as to any Lender at any time, the unused Commitments, the Floor Plan Loan Exposure, the Revolving Credit
Exposure, outstanding Term Loans and Mortgage Loans of such Lender at such time.


 


“Total
Floor Plan Loan Outstandings” means the aggregate Outstanding Amount of all Floor Plan Loans including M&T Advances.


 




    	54



     


    

 


“Total
Net Leverage Ratio” means, as of any date of determination for any Measurement Period, the ratio of (a) (i) Consolidated Funded
Indebtedness (excluding Indebtedness on account of the Floor Plan Loans) as of such date of determination, minus the aggregate
amount, as of the date of determination, of cash (from operations and not cash proceeds of any Indebtedness being incurred on such date
or other borrowed funds) held (A) in accounts on the consolidated balance sheet of Pubco Guarantor and its consolidated Subsidiaries
as of such date characterized as “unrestricted accounts” to the extent that (x) the same are not subject to any Lien except
a Lien in favor of the Administrative Agent for the benefit of the Secured Parties and (y) the use thereof for application to payment
of Indebtedness is not prohibited by Law or any contract to which any such Person is a party, and (B) without duplication, as the Equity
Balance held under the Floor Plan Interest Reduction Arrangement reported on the consolidated balance sheet of Pubco Guarantor and its
consolidated subsidiaries, plus (ii) Capitalized Rents to (b) Consolidated EBITDAR for such period.


 


“Total
Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, all Swingline Loans and
all L/C Obligations.


 


“Trade
Date” means that date an assigning Lender enters into a binding agreement to sell and assign all or a portion of its rights
and obligations under this Agreement.


 


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


 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to
time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain Affiliates of such credit institutions or investment firms.


 


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the
resolution of any UK Financial Institution.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Unfunded
Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over
the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan
pursuant to Section 412 of the Code for the applicable plan year.


 


“Uniform
Commercial Code” or “UCC” means the Uniform Commercial Code as adopted and in effect from time to time in
the Governing State.


 


“Unrestricted
Cash and Equivalents” means, at any date, the unrestricted cash and equivalents on the balance sheet of the Loan Parties that
is subject to the security interest granted in favor of the Administrative Agent under the applicable Security Document, and excluding
(x) any cash held by any Loan Party in escrow, trust or other fiduciary capacity for or on behalf of any other Person and (y) the Equity
Balance.


 


“USA
Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 107-56.


 


“U.S.
Borrower” means any Borrower that is a U.S. Person.


 




    	55



     


    

 


“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 2.10.7(b)(ii)(C).


 


“Used
Unit Book Value” means, with respect to any Eligible Used Floor Plan Unit, the trade-in (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.


 


“Value”
means, with respect to Eligible Inventory, the value of such Eligible Inventory based on the lower of cost or market, as applicable,
in accordance with GAAP.


 


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


 


“Withholding
Agent” means the Borrowers and the Administrative Agent.


 


“Write-Down
and Conversion Powers” means, (a) 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, and (b) with respect to the United Kingdom, any powers of the
applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial
Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities
or obligations of such Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had
been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation
that are related to or ancillary to any of those powers.


 


Section
1.02. Terms Generally. 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, (a) any definition of or reference to any agreement, instrument or document herein 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), (b) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and
words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d)
all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement, (e) 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, (f) each reference to a time shall be a reference to the prevailing Eastern U.S. time, and (g) Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction
of, or be taken into consideration in interpreting, this Agreement.


 




    	56



     


    

 


Section
1.03. Joint and Several Liability of Borrowers. References herein and in the other Credit Documents to “Borrower”
or “Borrowers” are to each Borrower signing this Agreement and each Person that may, from time to time join into this Agreement
as a Borrower, and except as may be expressly stated to the contrary, each such Borrower’s liability with respect to the Obligations
is joint and several. Each Borrower shall be a direct, primary and independent obligor, and no Borrower shall be deemed to be secondarily
liable for the Obligations. Each Borrower represents and warrants to and covenants with the Lenders that (a) the Borrowers are engaged
in operations that require financing on a joint basis and, accordingly, each Borrower will materially benefit, directly or indirectly,
from the extension of the Loans by the Lenders; (b) the Loans have been offered to the Borrowers on a joint basis and would not be available
to the Borrowers on an individual basis on the terms and conditions stated herein; (c) the benefits received by each Borrower are reasonably
equivalent to the obligations undertaken by each Borrower, and (d) the delivery of funds to any Borrower under this Agreement shall constitute
valuable consideration and reasonably equivalent value to all Borrowers for the purpose of binding them and their respective assets for
the payment, performance and satisfaction of the Obligations.


 


Section
1.04. Accounting Principles. (a) Except as otherwise provided in this Agreement, all computations and determinations as to
accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in
accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the
meanings ascribed to such terms by GAAP. In the event GAAP changes after the date hereof in a manner that causes noncompliance with the
covenants hereof, the parties hereto shall agree in good faith to modify the covenants and the related defined terms to compensate for
such change in GAAP. Notwithstanding the foregoing, all leases and obligations of Pubco Guarantor and its Subsidiaries that are or would
be characterized as operating leases or operating lease obligations in accordance with GAAP as in effect prior to the date of implementation
of FASB ASU No. 2016-02, Leases (Topic 842) (whether or not such operating lease or operating lease obligations were in effect on such
date) shall continue to be (or shall be, in the case of any such leases or obligations not in effect on such date) accounted for as operating
leases and operating lease obligations (and not as capital leases, finance leases or Capitalized Lease Obligations) for all purposes
under this Agreement and the other Credit Documents, regardless of any change in GAAP that would otherwise require such leases to be
treated or recharacterized as capital leases or finance leases or such obligations to be treated or recharacterized (on a prospective
or retroactive basis or otherwise) as finance lease obligations or Capitalized Lease Obligations and without giving effect to the implementation
of FASB ASU No. 2016-02, Leases (Topic 842).


 


Section
1.05. Proforma Calculations. (a) All pro forma calculations required to be made hereunder giving effect to any Permitted Acquisition,
Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction made during the Fiscal Quarter or Fiscal Year
to which the required calculation relates shall, in each case, be calculated (i) as if such transaction was consummated on the first
day of the relevant period and (ii) giving pro forma effect thereto and to the historical earnings and cash flows associated with the
assets acquired or disposed of and any Indebtedness incurred and repaid in connection therewith, and any synergies or cost savings, in
each case, in a method consistent with Regulation S-X of the Securities Act of 1933.


 


(b) As
at any date that any financial covenants are required to be calculated under this Agreement (each, a “date of determination”),
if the Borrowers or any of their Subsidiaries has consummated a Permitted Acquisition or a Disposition on or after the first day of the
period as to which the calculation is required to be made (and on or before the last day of such period), then the calculation of the
applicable financial covenants on the date of determination shall be made as if such Permitted Acquisition or Disposition had occurred
on the first day of the applicable period (including, the inclusion of the Consolidated EBITDA of the target, excluding the Consolidated
EBITDA of the division or assets disposed of, the inclusion of the Indebtedness incurred for the Permitted Acquisition and the exclusion
of the Indebtedness repaid with the disposition).


 


Section
1.06. Divisions. For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person
becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
on the first date of its existence by the holders of its Equity Interests at such time.


 


Section
1.07. Reallocation; Effect of Amendment and Restatement. (a) Prior to the Closing Date, certain loans were previously made
by the Existing Lenders under the Existing Credit Agreement to the Borrowers under the Existing Credit Agreement which remain outstanding
as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject
to the terms and conditions set forth in this Agreement, the Borrowers and each of the Lenders agree that on the Closing Date, but subject
to the satisfaction or waiver of the conditions precedent set forth in Section 4.01 and 4.02 hereof and the reallocation and other transactions
described in this Section 1.07: (i)(A) all outstanding “Revolving Credit Loans” (as such term is defined in the Existing
Credit Agreement) shall be deemed to be Revolving Credit Loans outstanding hereunder, (B) all outstanding “Term Loans” (as
such term is defined in the Existing Credit Agreement) shall be deemed to be Term Loans outstanding hereunder, (C) all outstanding “Floor
Plan Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be Floor Plan Loans outstanding hereunder,
and (D) all outstanding “Mortgage Loans” (as such term is defined in the Existing Credit Agreement) shall be deemed to be
Mortgage Loans outstanding hereunder, and (ii)(A) the commitments under the “Revolving Credit Commitment” (as defined in
the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their
respective Revolving Credit Commitment Percentages (determined in accordance with the aggregate amount of their respective Revolving
Credit Commitments as set forth opposite such Lender’s name on Schedule 1.01 attached hereto), (B) the Existing Loans that are
“Term Loans” (as such term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall
be reallocated among the Lenders in accordance with their respective Term Loan Commitment Percentages (determined in accordance with
the aggregate amount of their respective Term Loan Commitments as set forth opposite such Lender’s name on Schedule 1.01 attached
hereto) (C) the Existing Loans that are “Floor Plan Loans” (as such term is defined in the Existing Credit Agreement) of
each of the applicable Existing Lenders shall be reallocated among the Lenders in accordance with their respective Floor Plan Loan Commitment
Percentages (determined in accordance with the aggregate amount of their respective Floor Plan Loan Commitments as set forth opposite
such Lender’s name on Schedule 1.01 attached hereto), and (D) the Existing Loans that are “Mortgage Loans” (as such
term is defined in the Existing Credit Agreement) of each of the applicable Existing Lenders shall be reallocated among the Lenders in
accordance with their respective Mortgage Loan Commitment Percentages (determined in accordance with the aggregate amount of their respective
Mortgage Plan Loan Commitments as set forth opposite such Lender’s name in such definition), and in order to effect such reallocations,
all requisite assignments shall be deemed to be made in amounts from each Existing Lender to each Lender, as appropriate, with the same
force and effect as if such assignments were evidenced by the applicable Assignment And Assumption (as defined in the Existing Credit
Agreement) under the Existing Credit Agreement but without the payment of any related assignment fee, and no other documents or instruments
shall be, or shall be required to be, executed in connection with such assignments (all of which such requirements are hereby waived).


 




    	57



     


    

 


(b)
Upon this Agreement becoming effective pursuant to Section 4.01 and 4.02 hereof and the reallocation and other transactions described
in this Section 1.07, from and after the Closing Date (i) all terms and conditions of the Existing Credit Agreement and any other “Credit
Document” as defined therein, as amended by this Agreement and the other Credit Documents being executed and delivered on the Closing
Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations
of the Loan Parties party thereto; (ii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein
and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations
among the Borrowers, Lenders and Administrative Agent accruing from and after the Closing Date; (iii) this Agreement shall not in any
way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other loan document
related thereto or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing
Date, except as modified hereby or as modified hereafter in accordance with the terms hereof or by documents, instruments and agreements
executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed
by the Borrowers; (iv) all indemnification obligations of each Borrower and each Guarantor under the Existing Credit Agreement and any
other loan document related thereto shall survive the execution and delivery of this Agreement and shall continue in full force and effect
for the benefit of Lenders, Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or any other Credit
Document at any time prior to the Closing Date; (v) the Obligations incurred under the Existing Credit Agreement shall, to the extent
outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or
otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation
of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vi) the execution, delivery and effectiveness
of this Agreement shall not operate as a waiver of any right, power or remedy of and lender or the administrative agent under the Existing
Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the
extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (vii) any and all references
in the loan documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing
Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended or amended and restated from
time to time hereafter.


 


ARTICLE
2


CREDIT
FACILITIES


 


Section
2.01. Floor Plan Loans. (a) Subject to the terms and conditions of this Agreement and the other Credit Documents, each of the
Floor Plan Lenders severally agrees to make revolving credit loans (the “Floor Plan Loans”) to the Floor Plan Borrowers
as joint and several obligors from time to time on any Borrowing Date during the Availability Period for the Floor Plan Facility ; provided,
however, that (i) with regard to each Floor Plan Lender, the Floor Plan Loan Exposure of such Floor Plan Lender shall not at any
time exceed the amount of such Floor Plan Lender’s Floor Plan Loan Commitment, (ii) the Total Floor Plan Loan Outstandings shall
not at any time exceed the Floor Plan Line of Credit Dollar Cap, (iii) the aggregate outstanding principal amount of advances of proceeds
of the Floor Plan Loans (including M&T Advances) used to finance (A) Used Floor Plan Units shall not exceed Ninety Million Dollars
($90,000,000.00), and (B) Permitted Company Vehicles shall not exceed One Million Dollars ($1,000,000.00); (iv) each Floor Plan Loan
(including M&T Advances) shall be advanced against an individual Floor Plan Vehicle or Unit, subject, in each case, to the applicable
Floor Plan Loan Advance Limit applicable to such Floor Plan Vehicle or Unit; (v) the aggregate principal amount of each advance of proceeds
of the Floor Plan Loans (including M&T Advances) requested in each Loan Request shall not exceed the sum of the Floor Plan Loan Advance
Limit amounts for each Floor Plan Vehicle or Unit to be financed on such Loan Request, and (vi) the Total Floor Plan Loan Outstandings
shall not, at any time, exceed any of the limitations set forth in the Certificate of Designations. The Administrative Agent may at any
time in its sole and absolute discretion establish limits on the aggregate outstanding amount of any Floor Plan Loans available to be
used by the Floor Plan Borrowers to finance purchases of Eligible New Floor Plan Units from a particular Manufacturer, supplier or dealer.
The Floor Plan Borrowers shall not request any advances of proceeds of the Floor Plan Loans which would cause the aggregate unpaid principal
balances of the Floor Plan Loans (including M&T Advances) to exceed the above-stated limitations. In the event that the aggregate
unpaid principal balances of the Floor Plan Loans (including M&T Advances) exceed the above-stated limitations in any respect, the
Floor Plan Borrowers shall immediately make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid
principal balances of the Floor Plan Loans to an aggregate amount which will not be in excess of such limitations. Subject to the application
and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents, during the Availability Period in respect
of the Floor Plan Facility, the Floor Plan Borrowers may borrow, prepay, and reborrow the Floor Plan Loans in whole or in part.


 




    	58



     


    

 


(b)
The Floor Plan Borrowers may request to reborrow any Floor Plan Loan against an individual Eligible Floor Plan Vehicle or Unit originally
financed as an Eligible New Floor Plan Unit or Permitted Company Vehicle that is repaid in full before its scheduled maturity (based
on mandatory curtailment payments due under Sections 2.01.7, 2.01.8, and 2.01.9) (any such reborrowed Floor Plan Loan hereinafter called
a “Reflooring Loan”). Reflooring Loans shall be at the sole discretion of the Administrative Agent, and in such amounts,
at such advance rates, and subject to such conditions precedent (including without limitation, the absence of any Default, Event of Default
or Material Adverse Change, and each of the other Conditions Precedent to funding of Floor Plan Loans under this Agreement and under
the other Credit Documents) as the Administrative Agent may determine.


 


(c)
Each Floor Plan Loan extended by a Floor Plan Lender shall be in a principal amount equal to such Floor Plan Lender’s Floor Plan
Loan Commitment Percentage of the aggregate principal amount of the Floor Plan Loans requested on such occasion.


 


2.01.1 Floor
Plan Loan Promissory Notes. The joint and several obligations of the Floor Plan Borrowers to repay the Floor Plan Loans to each Floor
Plan Lender shall be evidenced by a Floor Plan Loan Note. On the Closing Date, the Floor Plan Borrowers shall deliver a Floor Plan Loan
Note executed by an Authorized Officer of each Floor Plan Borrower to each of the Floor Plan Lenders, with the face amount of such Floor
Plan Loan Notes to be in the amount of the Floor Plan Loan Commitment of the respective Floor Plan Lender.


 


2.01.2 Procedure
For Floor Plan Loan Borrowings. (a) The Floor Plan Borrowers may borrow Floor Plan Loans during the Availability Period in respect
of the Floor Plan Facility, provided, that the Borrower Representative on behalf of the Floor Plan Borrowers delivers to the Administrative
Agent or causes to be delivered to the Administrative Agent an irrevocable, written, fully completed Loan Request (or through such other
online system as the Administrative Agent may allow in its sole discretion). Loan Requests must be received by the Administrative Agent
prior to 10:00 a.m. Eastern Time one (1) Business Day prior to the requested Borrowing Date for any Floor Plan Vehicles or Units. Any
Loan Request delivered to the Administrative Agent by the Borrower Representative on behalf of the Floor Plan Borrowers shall be in the
form approved by the Administrative Agent executed by an Authorized Officer of the Borrower Representative. Each Loan Request shall specify:
(a) the aggregate amount to be borrowed, (b) the requested Borrowing Date, (c) whether the borrowing is to be a LIBOR Borrowing at the
Adjusted Daily LIBOR Rate or an Adjusted Base Rate Borrowing, and (d) the required information and calculations evidencing compliance
with the limitations set forth in Section 2.01 above, and shall be accompanied by the Floor Plan Borrowers’ inventory worksheet
and a copy of the title to any Eligible Used Floor Plan Unit. Loan Requests may be delivered to the Administrative Agent via facsimile
or by other electronic transmission, it being agreed that the Administrative Agent may rely on the authority of the Person making any
such request without receipt of any other confirmation. Unless M&T Bank elects to fund a submitted Loan Request as an M&T Advance
in accordance with Section 2.02 of this Agreement, the Administrative Agent shall promptly notify each Floor Plan Lender of the Administrative
Agent’s receipt of each notice and the contents thereof. Each Floor Plan Lender shall make the amount of its pro rata share
(calculated in accordance with its respective Floor Plan Loan Commitment Percentage) of each requested borrowing available to the Administrative
Agent for the accounts of the Floor Plan Borrowers at the offices of the Administrative Agent specified in this Agreement prior to 2:00
pm (Eastern Time) on the Borrowing Date requested by the Borrower Representative in U.S. Dollars and in funds immediately available to
the Administrative Agent.


 




    	59



     


    

 


(b) With
respect to financing any Floor Plan Borrower’s purchase of an Eligible New Floor Plan Unit or a Permitted Company Vehicle, each
of the Floor Plan Borrowers hereby authorizes the Administrative Agent and M&T Bank (with respect to M&T Advances) to receive
and receive and process funding requests directly from Manufacturers, compile such requests into a spreadsheet on the Administrative
Agent’s standard form and forward same to the Borrower Representative for approval. Upon such approval, the Floor Plan Borrower
authorizes the Administrative Agent (and M&T Bank with respect to M&T Advances) to pay the New Unit Invoiced Amount on account
of the relevant Eligible New Floor Plan Unit or Permitted Company Vehicle directly to the applicable Manufacturer or vendor. In the case
of any other borrowing of Floor Plan Loans, including a Reflooring Loan, such borrowing will be made available thereafter by the Administrative
Agent crediting the Commercial Account with the aggregate of the amounts made available to the Administrative Agent by the Floor Plan
Lenders and in like funds as received by the Administrative Agent.


 


2.01.3 Overadvances.
If any Loan Request otherwise in compliance with the conditions set forth in this Agreement is presented as the basis for an advance
of proceeds on account of the Floor Plan Loans which advance would cause (a) the aggregate principal amount of all Floor Plan Loans (including
any M&T Advances) then outstanding, plus (b) the aggregate principal amount of such Loan Request together with all other pending
unfunded Loan Requests as of such day to exceed the Floor Plan Line of Credit Dollar Cap or any sublimits thereunder as applicable to
each respective Floor Plan Borrower as set forth in Section 2.01 hereof, then, in such event, the Floor Plan Borrowers shall either immediately
reduce the amount of any pending Loan Requests (which are not invoices for Eligible New Floor Plan Units or Permitted Company Vehicles)
or make a payment of principal on the unpaid principal balances of the Floor Plan Loans in an amount which would prevent the aggregate
amounts described in (a) and (b) above from exceeding the aggregate Floor Plan Line of Credit Dollar Cap or such sublimits. If such Loan
Request is pursuant to an invoice for an Eligible New Floor Plan Unit or Permitted Company Vehicle, such invoice shall be funded at such
time as sufficient availability exists under the Floor Plan Loan Commitments.


 


2.01.4 Settlement
Of Floor Plan Loans Among Floor Plan Lenders. It is agreed that each Floor Plan Lender’s funded portion of the aggregate outstanding
principal balances of Floor Plan Loans is intended by the Floor Plan Lenders to be equal at all times to such Floor Plan Lender’s
respective Floor Plan Loan Commitment Percentage of the aggregate outstanding principal balances of the Floor Plan Loans. Notwithstanding
such agreement, the several and not joint obligation of each Floor Plan Lender to extend Floor Plan Loans in accordance with the terms
of this Agreement ratably in accordance with such Floor Plan Lender’s Floor Plan Loan Commitment Percentage and each Floor Plan
Lender’s right to receive its ratable share of principal payments upon the Floor Plan Loans in accordance with its Floor Plan Loan
Commitment Percentage, the Floor Plan Lenders agree that in order to facilitate the administration of this Agreement and the Credit Documents,
settlement among the Floor Plan Lenders may take place periodically on Floor Plan Loan Adjustment Dates. On each Floor Plan Loan Adjustment
Date payments shall be made by or to M&T Bank on account of the M&T Advances and by or to the other Floor Plan Lenders so that
as of each Floor Plan Loan Adjustment Date, and after giving effect to the transactions to take place on such Floor Plan Loan Adjustment
Date, each Floor Plan Lender’s funded portion of the aggregate outstanding principal balance of the Floor Plan Loans shall equal
such Floor Plan Lender’s Floor Plan Loan Commitment Percentage of such aggregate balance.


 


2.01.5 Repayment
Of Floor Plan Loans. The Floor Plan Borrowers unconditionally, jointly and severally, promise to pay to the Administrative Agent
for the accounts of the Floor Plan Lenders the then aggregate unpaid principal balances of each Floor Plan Loan of the Floor Plan Lenders
on or before the Floor Plan Line of Credit Termination Date (or on any earlier date on which the Floor Plan Loans become due and payable
as required by the stated provisions of this Agreement). The Borrowers unconditionally, jointly and severally, promise to pay to the
Administrative Agent for the ratable accounts of the Floor Plan Lenders all interest which has accrued upon the unpaid principal balances
of the Floor Plan Loans from time to time outstanding from the date of Closing until the date of payment in full of the Floor Plan Loans
at the rates per annum and on the dates set forth in Section 2.07 of this Agreement. All sums due to the Floor Plan Lenders in connection
with the Floor Plan Loans shall be paid in full on or before the Floor Plan Line of Credit Termination Date.


 




    	60



     


    

 


2.01.6
Payments Due Upon Sale or Ineligibility Of Floor Plan Vehicles or Units. Upon the sale or other disposition of any Floor Plan
Vehicle or Unit by any of the Floor Plan Borrowers, the Floor Plan Borrowers shall pay in full the Floor Plan Loans made with respect
to such sold Floor Plan Vehicle or Unit immediately upon the earliest to occur of: (a) with respect to any Floor Plan Vehicle or Unit
for which cash has been received upon the sale or disposition thereof, within three (3) Business Days from receipt of payment, and (b)
with respect to each Sale Dated Floor Plan Vehicle or Unit, within ten (10) days of the date such Floor Plan Vehicle or Unit was sold
or otherwise disposed of. The Floor Plan Borrowers shall pay in full the Floor Plan Loans made with respect to any Floor Plan Vehicle
or Unit within one (1) Business Day after such Floor Plan Vehicle or Unit ceases to qualify as an Eligible New Floor Plan Unit, Eligible
Used Floor Plan Unit or Permitted Company Vehicle, as the case may be, as initially identified and financed under the Floor Plan Loans.
Floor Plan Vehicles or Units shall also be subject to curtailment as set forth below.


 


2.01.7 Eligible
New Floor Plan Unit Curtailment. If not previously sold or otherwise disposed of, each Eligible New Floor Plan Unit shall be paid
in full on or before Applicable Curtailment Date 730, and the Floor Plan Borrowers promise to pay to the Administrative Agent for the
accounts of the Floor Plan Lenders (a) 10% of the original principal amount of the Floor Plan Loans made as to such Floor Plan Unit on
the Principal Payment Date in the 12th month following the Applicable Starting Date for such Floor Plan Unit, (b) 3% of the
original principal amount of the Floor Plan Loans made as to such Floor Plan Unit on the Principal Payment Date in each of the 13th
through 23rd months following the Applicable Starting Date, and (c) the full remaining balance of the original principal
amount of the Floor Plan Loans made as to such Floor Plan Unit on the Principal Payment Due in the 24th month following the
Applicable Starting Date.


 


2.01.8
Eligible Used Floor Plan Unit Curtailment. If not previously sold or otherwise disposed of, each Eligible Used Floor Plan Unit
shall be paid in full on or before Applicable Curtailment Date 365, and the Floor Plan Borrowers promise to pay to the Administrative
Agent for the accounts of the Floor Plan Lenders (a) 5% of the original principal amount of the Floor Plan Loans made as to such Floor
Plan Unit on the Principal Payment Date in the 6th month following the Applicable Starting Date for such Floor Plan Unit,
(b) 5% of the original principal amount of the Floor Plan Loans made as to such Floor Plan Unit on the Principal Payment Date in each
of the 7th through 11th months following the Applicable Starting Date, and (c) the full remaining balance of the
original principal amount of the Floor Plan Loans made as to such Floor Plan Unit on the Principal Payment Due in the 12th
month following the Applicable Starting Date.


 


2.01.9
Permitted Company Vehicle Curtailment. If not previously sold or otherwise disposed of, each Permitted Company Vehicle shall be
paid in full on or before Applicable Curtailment Date 730, and the Floor Plan Borrowers promise to pay to the Administrative Agent for
the accounts of the Floor Plan Lenders (a) 2% of the original principal amount of the Floor Plan Loans made as to such Floor Plan Vehicle
or Unit on the Principal Payment Date in each month beginning with the tenth (10th) day in the first month following the Applicable
Starting Date and continuing thereafter on each tenth (10th) day of the month through and including the 23rd month
following the Applicable Starting Date for such Floor Plan Unit, and (b) the full remaining balance of the original principal amount
of the Floor Plan Loans made as to such Floor Plan Unit on the Principal Payment Due in the 24th month following the Applicable
Starting Date.


 




    	61



     


    

 


2.01.10 Out
Of Balance Floor Plan Vehicles or Units. To the extent that any Floor Plan Vehicle or Unit is Out Of Balance, the Floor Plan Borrowers
shall immediately pay to the Administrative Agent for the accounts of the Floor Plan Lenders such sums as are necessary so that the outstanding
balance of the Floor Plan Loans allocable to each such Floor Plan Vehicle or Unit is paid in accordance with Sections 2.01.6, 2.01.7,
2.01.8, and 2.01.9.


 


2.01.11 Deposit
And Application Of Payment. All payments required to be made by the Floor Plan Borrowers as required in Sections 2.01.6, 2.01.7,
2.01.8, 2.01.9, and 2.01.10 shall be promptly delivered to the Administrative Agent in payment of the Floor Plan Loans, and shall be
applied to the then outstanding principal balances of the Floor Plan Loans then allocated to the subject Floor Plan Vehicles or Units.


 


2.01.12 Permitted
Purposes Of Floor Plan Loans. The proceeds of the Floor Plan Loans shall be used by the Borrowers solely to finance the purchase
and holding by the Floor Plan Borrowers of Floor Plan Vehicles or Units as set forth above in this Section 2.01 and subsections thereof.


 


2.01.13 Title
Documents. All original Manufacturer’s or vendor’s invoices and title documents evidencing the ownership of each Floor
Plan Borrower of Floor Plan Vehicles or Units financed by the Floor Plan Loans, including, without limitation, the applicable Manufacturer’s
Certificates, shall be maintained in safekeeping by the respective Floor Plan Borrowers in a manner and location acceptable to the Administrative
Agent, unless and until an Event Of Default has occurred and is continuing. After the occurrence and during the continuance of an Event
Of Default, the Administrative Agent may request and the Floor Plan Borrowers shall deliver or cause to be delivered within two (2) Business
Days of such request, all such original Manufacturer’s Certificates and Manufacturer’s and vendor’s invoices and title
documents being maintained by the Borrowers at the time of such request and, immediately, all such original Manufacturer’s Certificates
and Manufacturer’s and vendor’s invoices and title documents that later come into the possession of any of the Floor Plan
Borrowers, to the Administrative Agent, and the Administrative Agent shall retain or hold all such original Manufacturer’s Certificates
and Manufacturer’s and vendor’s invoices and title documents so received. Thereafter, for so long as such Event Of Default
shall be continuing, all such original Manufacturer’s Certificates, Manufacturer’s and vendor’s invoices and title
documents shall remain in the Administrative Agent’s possession until the Floor Plan Loan advances in connection therewith or such
ratable portion thereof in respect of a Floor Plan Vehicle or Unit sold by the Floor Plan Borrowers have been paid in full; provided
that, upon the occurrence of an Event Of Default and during the continuance thereof, the Administrative Agent may transfer, as applicable,
Manufacturer’s Certificates and title documents delivered to facilitate the sale of Floor Plan Vehicles or Units.


 


2.01.14 Power
of Attorney. For the purpose of expediting the financing of Floor Plan Units and Permitted Company Vehicles in accordance with the
terms of this Agreement and for other purposes relating to such financing transactions, each Floor Plan Borrower irrevocably constitutes
and appoints the Administrative Agent and any of its officers, and each of them, severally, as its true and lawful attorneys-in-fact
or attorney-in-fact with full authority to act on behalf of it, and in the name of, place, and stead of it, upon the occurrence and during
the continuance of an Event Of Default, to prepare, execute, and deliver any and all instruments, documents, and agreements required
to be executed and delivered by such Floor Plan Borrowers necessary to evidence borrowings of proceeds of the Floor Plan Loans hereunder
and/or to evidence, perfect, or realize upon the Liens granted by this Agreement and/or any of the Credit Documents. The foregoing power
of attorney shall be deemed to be coupled with an interest, and shall be irrevocable so long as this Agreement remains in effect or any
Obligations remain outstanding. Each of said attorneys-in-fact shall have the power to act hereunder with or without the other. The Administrative
Agent may, but shall not be obligated to, notify the Floor Plan Borrowers of any such instruments or documents the Administrative Agent
has executed on behalf of any of the Floor Plan Borrowers prior to such execution


 




    	62



     


    

 


2.01.15
Floor Plan Unused Commitment Fees. For each Fiscal Quarter until the termination of the Floor Plan Loan Commitments, the Floor
Plan Borrowers jointly and severally promise to pay to the Administrative Agent for the ratable accounts of the Floor Plan Lenders (in
proportion to such Floor Plan Lender’s Floor Plan Loan Commitment) a per annum fee (the “Floor Plan Unused Commitment
Fee”) equal to (a) an amount equal to the average daily unused portion of the Floor Plan Loan Commitments (calculated as (i)
the amount of the Aggregate Floor Plan Loan Commitments less (ii) the sum of the average daily aggregate principal amount drawn
under the Floor Plan Loans), multiplied by (b) the Applicable Margin then in effect, calculated on the basis of the actual number
of days elapsed in a year of 360 days. Loan balances outstanding as M&T Advances shall be deemed usage with respect to the Floor
Plan Commitments of M&T Bank. The Floor Plan Unused Commitment Fee shall be payable in arrears on the first Business Day of each
succeeding Fiscal Quarter with the first of such payments to be scheduled for payment on July 1, 2021.


 


2.01.16 Permanent
Reduction Of Floor Plan Line of Credit Dollar Cap. The Floor Plan Borrowers shall have the right at any time, upon not less than
ten (10) Business Days prior written notice to the Administrative Agent, to permanently reduce, in whole or in part, without premium
or penalty, the Floor Plan Line of Credit Dollar Cap, provided that (a) each reduction shall be in an amount of not less than
Ten Million Dollars ($10,000,000.00), and (b) no reduction shall be permitted if, after giving effect thereto, and to any repayments
of the Floor Plan Loans made on the effective date thereof, the sum of the aggregate principal balances of the Floor Plan Loans then
unpaid and outstanding plus the aggregate unpaid balances of M&T Advances would exceed the Floor Plan Line of Credit Dollar
Cap then in effect.


 


2.01.17 Floor
Plan Interest Reduction Arrangement. (a) In connection with the Floor Plan Line of Credit and at the Floor Plan Borrowers’
request, the Administrative Agent and the Floor Plan Borrowers hereby enter into a floor plan aggregate interest reduction payment arrangement
set forth in this Section (the “Floor Plan Interest Reduction Arrangement”), on the terms and subject to the conditions
set forth in this Section, as a basis for potential reductions in interest payable on account of the Floor Plan Loans. The Floor Plan
Interest Reduction Arrangement does not constitute a deposit account. Under the Floor Plan Interest Reduction Arrangement, the Floor
Plan Borrowers may, at their election, deliver cash, checks or other good funds instruments to the Administrative Agent (“Equity
Transaction”) to be held as Collateral and security for the Obligations for the pro-rata benefit of the Floor Plan Lenders,
and the Administrative Agent agrees to account to the Floor Plan Borrowers for the total of such deliveries (such deliveries, the “Equity
Balance”). The Equity Balance shall not exceed 25% of the aggregate balances outstanding under the Floor Plan Loans.


 


(b)
Absent any Default, Event of Default, or Material Adverse Change, the Floor Plan Borrowers may complete an Equity Transaction on any
Business Day. Equity Transactions received by the Administrative Agent in immediately available funds at or prior to 3:00 p.m. shall
be added to the Equity Balance on the same Business Day. Equity Transactions received by the Administrative Agent in immediately available
funds after 3:00 p.m. will be added to the Equity Balance on the following Business Day. In the event that the Administrative Agent is
notified of an insufficient funds transaction, the Administrative Agent shall reverse the respective Equity Transaction.


 


(c)
Each monthly billing period for which an interest payment is due under the Floor Plan Line of Credit on account of the Floor Plan Loans,
the Administrative Agent shall afford the Floor Plan Borrowers the benefit of a setoff against such interest due to the Floor Plan Lenders
on account of the Floor Plan Loans (calculated on a pro-rata basis). Interest upon the Equity Balance shall be accrued on a daily basis
based upon end of day cash balances and a rate equal to the interest rate then applicable to the Floor Plan Loans (“Equity Offset”).
At the end of each month (or, at the election of the Administrative Agent, on the Floor Plan Loan Adjustment Date occurring in the fourth
calendar week of any calendar month), the Equity Offset interest accrued shall be applied to accrued and unpaid interest on account of
the Floor Plan Loans as billed by the Administrative Agent, reducing, pro-rata, the interest receivable of each Floor Plan Lender. Interest
accrued in the Equity Offset shall not exceed the aggregate Loan interest receivable of the Floor Plan Lenders at any given time, and
Equity Offset excess balances shall automatically transfer to a secondary non-interest bearing Equity Offset.


 




    	63



     


    

 


(d)
The Administrative Agent on behalf of the Floor Plan Lenders shall have the use of any Equity Balance in its possession and may commingle
any Equity Balance with other funds of the Administrative Agent.


 


(e)
Each of the Floor Plan Borrowers hereby grants to the Administrative Agent for the benefit of the Floor Plan Lenders a continuing security
interest in the Equity Balance and all accrued interest thereon and proceeds thereof, and acknowledges and agrees that the Equity Balance
shall constitute Collateral under this Agreement and the Security Documents. The Administrative Agent shall have such rights to the Equity
Balance as may be afforded by the Security Agreement and by applicable Law. The security interest in the Equity Balance and accrued interest
and proceeds hereby granted by each of the Floor Plan Borrowers is in addition to any other rights of the M&T Bank, as Administrative
Agent and otherwise, against any or all of the Floor Plan Borrowers, and shall be and remain under the exclusive possession, use, and
control, and subject to rights of setoff, of M&T Bank in its various capacities hereunder and under the Security Documents.


 


(f)
This Floor Plan Interest Reduction Arrangement may be terminated (i) by the Administrative Agent, (A) upon ten (10) days prior written
notice to the Borrower Representative, and (B) in its sole discretion, without prior notice upon the occurrence of any Default, Event
of Default, or Material Adverse Change, or a determination by the Administrative Agent that this Floor Plan Interest Reduction Arrangement
would have an adverse effect on the Administrative Agent or any Floor Plan Lender, and (ii) by the Floor Plan Borrowers upon ten (10)
days prior written notice from the Borrower Representative to the Administrative Agent. Upon any termination of the Floor Plan Interest
Reduction Arrangement in the absence of any Default, Event of Default, or Material Adverse Change, the amounts held therein shall be
applied to the payment of accrued and unpaid interest on account of the Floor Plan Loans, or, at the option of the Borrower Representative
remitted to the Borrowers by deposit to the Commercial Account, and upon any termination of the Floor Plan Interest Reduction Arrangement
upon the occurrence and/or during the continuance of any Default, Event of Default, or Material Adverse Change, the amounts held therein
shall be applied to any balances of principal and/or interest due on account of the Floor Plan Loans or to any other Obligations, as
the Administrative Agent shall determine, and in accordance with Section 8.05 of this Agreement. This Floor Plan Interest Reduction Arrangement,
the Equity Balances and Equity Offset, and funds therein shall not, in any event, affect curtailments or other principal payments due
on account of the Floor Plan Loans or reduce the outstanding amount of the Floor Plan Loans for purposes of determining availability
under the Floor Plan Line of Credit.


 


(g)
In order to induce the Administrative Agent to enter into the Floor Plan Interest Reduction Arrangement on the terms set forth above,
each of the Floor Plan Borrowers hereby represents and warrants to the Administrative Agent and the Floor Plan Lenders that each of them
is directly obligated for repayment of all amounts due under the Floor Plan Credit Facility and all of the other Obligations, and has
a substantial interest in the satisfactory performance of the Floor Plan Credit Facility, the other Loans, and the Credit Documents.


 


2.01.18 Payments
Due Upon Casualty Event. Within three (3) Business Days after the receipt by a Floor Plan Borrower of any Net Available Proceeds
in respect of a Floor Plan Unit Casualty Event, such Floor Plan Borrower shall deliver to the Administrative Agent, or authorize the
Administrative Agent to debit from a deposit account of such Floor Plan Borrower with the Administrative Agent, the amount of such Net
Available Proceeds received by such Floor Plan Borrower (for the avoidance of doubt, any remaining principal amount of the Floor Plan
Loan with respect to such Floor Plan Vehicle or Unit shall be paid in accordance with Section 2.01.9); provided that, in the case of
less than total destruction or damage to the applicable Floor Plan Vehicle or Unit, in lieu of making such payment, the applicable Floor
Plan Borrowers may elect to use such Net Available Proceeds received to promptly repair the physical destruction or damage to such Floor
Plan Vehicle or Unit to the extent that the physical destruction or damage and/or any repairs made to remedy such destruction or damage
does not void any applicable warranty with respect to such applicable Floor Plan Vehicle or Unit.


 


Section
2.02. M&T Advances.


 


2.02.1. Advances.
Between Floor Plan Loan Adjustment Dates, M&T Bank may (but shall not be obligated to) fund to the Floor Plan Borrowers solely
out of M&T Bank’s own funds the entire principal amount of any Loan Request (any such funding being referred to as an “M&T
Advance”). Each Floor Plan Lender shall purchase an irrevocable and unconditional participation in each M&T Advance,
in an amount equal to such Floor Plan Lender’s respective Floor Plan Loan Commitment Percentage of the principal amount of such
M&T Advance, effective immediately upon the funding of each M&T Advance. Each Floor Plan Lender shall have the unconditional
and irrevocable obligation to pay, and does hereby agree to pay, to M&T Bank, on each Floor Plan Loan Adjustment Date, an amount
equal to such Floor Plan Lender’s Floor Plan Loan Commitment Percentage of each M&T Advance, and settlement shall occur between
M&T Bank and all other Floor Plan Lenders on each Floor Plan Loan Adjustment Date such that after each such settlement, the Floor
Plan Lenders shall each hold that percentage of the then aggregate outstanding principal balances of the Floor Plan Loans equal to such
Floor Plan Lender’s respective Floor Plan Loan Commitment Percentage. Each Floor Plan Lender acknowledges and agrees that its obligation
to acquire participations in M&T Advances and make payments to M&T Bank on account of such participations pursuant to this Section
is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a
Default or Event of Default (including, without limitation, the commencement of a proceeding under the Bankruptcy Code or other Debtor
Relief Laws with respect to any of Floor Plan Borrowers) or the reduction or termination of the Floor Plan Loan Commitments, and that
each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. All payments of principal, interest
and any other amount with respect to each outstanding M&T Advance shall be payable to and received by the Administrative Agent for
the account of M&T Bank. Any payments received by the Administrative Agent between Floor Plan Loan Adjustment Dates that in accordance
with the terms of this Agreement are to be applied to the reduction of the outstanding aggregate principal balances of the Floor Plan
Loans, shall be paid over to and retained by M&T Bank for such application to the outstanding M&T Advances and credited against
the Floor Plan Lenders’ respective purchases of participation interests in the respective M&T Advances, subject to the provisions
of Section 2.14.


 


2.02.2. Automated
Sweep Program. M&T Bank may elect to process M&T Advances under any automated sweep program in effect at M&T Bank from
time to time to facilitate automatic M&T Advances to cover submitted Loan Requests.


 


2.02.3. Repayment
Obligations of Borrowers. For the avoidance of doubt, the Floor Plan Borrowers hereby jointly and severally and unconditionally promise
to pay to the Administrative Agent for the account of M&T Bank all amounts outstanding on account of the M&T Advances, together
with accrued interest thereon, on the terms and subject to the conditions applicable to the Floor Plan Loans and the Floor Plan Loan
Notes. Nothing in this Section 2.02, including but not limited to the purchase of participations in an M&T Advance pursuant to this
Section 2.02, shall relieve the Floor Plan Borrowers of any obligation for payments under the Floor Plan Loans and Floor Plan Loan Notes,
or under the M&T Advances, or for any default by the Floor Plan Borrowers in the payment thereof. The Floor Plan Borrowers hereby
authorize the Administrative Agent, in its discretion, to apply the Equity Offset to payments due to M&T under the M&T Advances.


 


Section
2.03. Revolving Credit Loans. Subject to the terms and conditions of this Agreement and the other Credit Documents, each of
the Revolving Credit Lenders severally agrees to make revolving credit loans (the “Revolving Credit Loans”) to the
Revolving Credit Borrowers as joint and several obligors from time to time during the Availability Period for the Revolving Credit Facility,
in an aggregate amount outstanding not to exceed such Revolving Credit Lender’s Revolving Credit Commitment Percentage multiplied
by the Line Cap; provided, however, that after giving effect to any Revolving Borrowing, (a) the Total Revolving Credit
Outstandings shall not at any time exceed the Revolving Credit Dollar Cap, (b) the aggregate Revolving Credit Exposure of any Revolving
Credit Lender shall not exceed such Lender’s Revolving Credit Commitment and (c) the Total Revolving Credit Outstandings shall
not exceed the Line Cap. Each Revolving Credit Loan extended by a Revolving Credit Lender shall be in a principal amount equal to such
Revolving Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of the Revolving Credit Loans requested
on such occasion. Subject to the application and satisfaction of the terms and conditions of this Agreement and of the other Credit Documents,
the Borrowers may borrow, prepay, and reborrow the Revolving Credit Loans in whole or in part until the Revolving Credit Termination
Date. Revolving Credit Loans may consist of Adjusted Base Rate Borrowings or a LIBOR Borrowing at the Adjusted LIBOR Rate, or a combination
thereof, as the Borrowers may request in accordance with the terms hereof.


 


2.03.1 Revolving
Credit Loan Promissory Notes. The joint and several obligations of the Revolving Credit Borrowers to repay the Revolving Credit Loans
to each Revolving Credit Lender shall be evidenced by a Revolving Credit Note. The Revolving Credit Borrowers shall deliver a Revolving
Credit Note on the date of Closing to each of the Revolving Credit Lenders executed by an Authorized Officer of each Revolving Credit
Borrower, with the face amount of each of such Revolving Credit Notes to be in the amount of the Revolving Credit Commitment of the respective
Revolving Credit Lender.


 


2.03.2 Procedure
For Revolving Credit Loan Borrowings. The Revolving Credit Borrowers may borrow proceeds of the Revolving Credit Loans during the
Availability Period in respect of the Revolving Credit Facility, provided, that the Borrower Representative on behalf of the Revolving
Credit Borrowers delivers to the Administrative Agent an irrevocable, written, fully completed Loan Request executed by an Authorized
Officer of the Borrower Representative (which Loan Request must be received by the Administrative Agent prior to 11:00 a.m. Eastern Time)
(a) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested advances of proceeds of the Revolving
Credit Loans are to be initially LIBOR Borrowings at the Adjusted LIBOR Rate, or (b) one (1) Business Day prior to the requested Borrowing
Date if all of the requested advances of proceeds of the Revolving Credit Loans are to be initially Adjusted Base Rate Borrowings. Each
Loan Request shall (A) specify: (i) the aggregate amount to be borrowed, (ii) the requested Borrowing Date, and (iii) whether the borrowing
is to be a LIBOR Borrowing, an Adjusted Base Rate Borrowing, or a combination thereof and (B) be accompanied by a Borrowing Base Certificate
as required by Section 5.09.14. The Loan Requests may be delivered to the Administrative Agent via facsimile or by other electronic transmission
it being agreed that the Administrative Agent may rely on the authority of the Person making any such request without receipt of any
other confirmation. The Administrative Agent shall promptly notify each Revolving Credit Lender of the Administrative Agent’s receipt
of each notice and the contents thereof. Each Revolving Credit Lender shall make the amount of its pro rata share (calculated
in accordance with its respective Revolving Credit Commitment Percentage) of each requested borrowing available to the Administrative
Agent for the accounts of the Revolving Credit Borrowers at the offices of the Administrative Agent specified in this Agreement prior
to 1:00 pm (Eastern Time) on the Borrowing Date requested by the Borrowers in U.S. Dollars and in funds immediately available to the
Administrative Agent. Such borrowing will be made available thereafter by the Administrative Agent crediting the Commercial Account with
the aggregate of the amounts made available to the Administrative Agent by the Revolving Credit Lenders and in like funds as received
by the Administrative Agent.


 




    	64



     


    

 


2.03.3 Repayment
Of Revolving Credit Loans. The Revolving Credit Borrowers unconditionally, jointly and severally, promise to pay to the Administrative
Agent for the accounts of the Revolving Credit Lenders the then unpaid principal amount of each Revolving Credit Loan of the Revolving
Credit Lenders on or before the Revolving Credit Termination Date (or on any earlier date on which the Revolving Credit Loans become
due and payable as required by the stated provisions of this Agreement). The Revolving Credit Borrowers unconditionally, jointly and
severally, promise to pay to the Administrative Agent for the ratable accounts of the Revolving Credit Lenders all interest which has
accrued upon the unpaid principal amounts of the Revolving Credit Loans from time to time outstanding from the date of Closing until
the date of payment in full of the Revolving Credit Loans at the rates per annum and on the dates set forth in Section 2.07 of this Agreement.
All sums due to the Revolving Credit Lenders in connection with the Revolving Credit Loans shall be paid in full on or before the Revolving
Credit Termination Date.


 


2.03.4 Permitted
Purposes Of Revolving Credit Loans. The proceeds of the Revolving Credit Loans shall be used by the Borrowers solely for the general
working capital needs and for the general corporate purposes of the Borrowers and their Subsidiaries, including for Permitted Acquisitions
and issuances of Letters of Credit.


 


2.03.5 Revolving
Credit Unused Commitment Fees. For each Fiscal Quarter until the termination of the Revolving Credit Commitments, the Revolving Credit
Borrowers jointly and severally promise to pay to the Administrative Agent for the ratable accounts of the Revolving Credit Lenders a
per annum fee (the “Revolving Credit Unused Commitment Fee”) (calculated on the basis of the actual number of days
elapsed in a year of 360 days) equal to (a) the Applicable Margin then in effect times (b) the average daily unused portion of
the Revolving Credit Commitments. In calculating the Revolving Credit Unused Commitment Fees, (x) the aggregate Stated Amount of L/C
Obligations shall be deemed usage of Revolving Credit Commitments, but (y) Swingline Loans shall not be deemed usage of Revolving Credit
Commitments. The Revolving Credit Unused Commitment Fee shall be payable in arrears on the first Business Day of each succeeding Fiscal
Quarter with the first of such payments to be scheduled for payment on July 1, 2021.


 


2.03.6 Permanent
Reduction Of Revolving Credit Dollar Cap. The Revolving Credit Borrowers shall have the right at any time, upon not less than ten
(10) Business Days prior written notice to the Administrative Agent, to permanently reduce, in whole or in part, without premium or penalty,
the Revolving Credit Dollar Cap, provided that (a) each reduction shall be in an amount of not less than Two Hundred Fifty Thousand Dollars
($250,000.00) or, if greater, a multiple of Fifty Thousand Dollars ($50,000.00), and (b) no reduction shall be permitted if, after giving
effect thereto, and to any repayments of the Revolving Credit Loans made on the effective date thereof, the sum of the aggregate principal
balances of the Revolving Credit Loans then unpaid and outstanding plus the aggregate unpaid balances of Swingline Loans plus
the aggregate amount of L/C Obligations outstanding would exceed the Line Cap then in effect.


 


2.03.7
Borrowing Base Overadvance. If, on any Borrowing Base Test Date, the aggregate Revolving Credit Exposure of all Lenders exceeds
the Line Cap (such amount in excess of the Line Cap, the “Overexposure Amount”), then no later than the date that
is one (1) Business Day following the date which a Borrowing Base Certificate has been delivered in respect of such Borrowing Base Test
Date, the Revolving Credit Borrowers shall repay such outstanding Revolving Credit Loans, Swingline Loans and Reimbursement Obligations
(and thereafter Cash Collateralize such outstanding L/C Obligations, to the extent remaining) in an amount equal to 100% of such Overexposure
Amount to the Administrative Agent, which such amount shall be applied to the Revolving Credit Loans ratably in accordance with Section
2.08.3; provided, however, that the Revolving Credit Borrowers shall have an additional five (5) days to make any such repayment to the
extent that the Overexposure Amount results from the establishment or modification of any Reserves or the modification of any eligibility
standards pursuant to Section 2.21. All such repayments shall be applied (i) first, to prepay the outstanding Swingline Loans to the
full extent thereof, (ii) second, to prepay the Revolving Credit Loans to the full extent thereof, (iii) third, to prepay outstanding
Reimbursement Obligations, and (v) fourth, to Cash Collateralize Letters of Credit in an amount equal to the Minimum Collateral Amount.


 




    	65



     


    

 


Section
2.04. Swingline Loan Subfacility. During the Availability Period for the Revolving Credit Facility, subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make certain revolving credit loans (each, a “Swingline Loan”
and collectively, the “Swingline Loans”) to the Revolving Credit Borrowers in Dollars from time to time on any Business
Day provided that, (a) the aggregate amount of Swingline Loans outstanding at any time shall not exceed the Swingline Committed Amount,
(b) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit
Commitment, (c) the Total Revolving Credit Outstandings shall not exceed the Line Cap, and (d) the Total Revolving Credit Outstandings
shall not exceed the Revolving Credit Dollar Cap. Swingline Loans may be repaid and reborrowed in accordance with the provisions of this
Agreement. Notwithstanding the foregoing, the Swingline Lender shall not be required to make a Swingline Loan if any Credit Party shall
have notified the Swingline Lender and the Revolving Credit Borrowers in writing at least one (1) Business Day prior to the Borrowing
Date with respect to such Swingline Loan, that the conditions set forth in Section 4.02 have not been satisfied and such conditions remain
unsatisfied as of the requested time of the making such Swingline Loan. Each Swingline Loan shall be due and payable in full on the earlier
of (a) the Swingline Termination Date, or (b) such earlier maturity date as may be agreed to by the Swingline Lender and the Revolving
Credit Borrowers. Swingline Loans may only be Adjusted Base Rate Borrowings and may not be LIBOR Borrowings.


 


2.04.1. Advances.
The Revolving Credit Borrowers shall request each Swingline Loan by a notification from an Authorized Officer of the Borrower Representative
to the Administrative Agent and to the Swingline Lender by telephone (confirmed electronically) or electronically not later than 11:00
a.m. Eastern Time on the proposed Borrowing Date. Each such notice shall be irrevocable and shall specify (a) the aggregate principal
amount to be borrowed, (b) the requested Borrowing Date, and (c) the requested maturity date of the requested Swingline Loan. The Swingline
Lender will make the requested amount available promptly on the Borrowing Date, to the Administrative Agent (for the accounts of the
Revolving Credit Borrowers) who, thereupon, will promptly make such amount available to the Revolving Credit Borrowers on such Borrowing
Date in like funds as provided therein. Each Swingline Loan shall be in an amount not less than the applicable Minimum Borrowing Amount.


 


2.04.2. Repayment
of Swingline Loans Upon Swingline Conversion Event. Each Revolving Credit Borrower agrees to repay each Swingline Loan made to it
within one Business Day of demand therefor by the Swingline Lender and, in any event, within five (5) Business Days after the date such
Swingline Loan was made; provided, that the proceeds of a Swingline Loan may not be used to pay a Swingline Loan. Notwithstanding the
foregoing, the Revolving Credit Borrowers shall repay the entire outstanding principal amount of, and all accrued but unpaid interest
on, the Swingline Loans on the Swingline Termination Date (or such earlier date as the Swingline Lender and the Revolving Credit Borrowers
may agree in writing). In lieu of demanding repayment of any outstanding Swingline Loan from the Revolving Credit Borrowers, the Swingline
Lender may, on behalf of the Revolving Credit Borrowers (which hereby irrevocably directs the Swingline Lender to act on its behalf for
such purpose), request a borrowing of Revolving Credit Loans that are Base Rate Loans from the Revolving Credit Lenders (with notice
to the Borrower Representative) in an amount equal to the principal balance of such Swingline Loan. The minimum borrowing amount limitations
contained in Section 2.04.1 shall not apply to any borrowing of such Revolving Credit Loans made pursuant to this subsection. The Swingline
Lender shall give notice to the Administrative Agent of any such borrowing of Revolving Credit Loans not later than 11:00 a.m. at least
one Business Day prior to the proposed date of such borrowing. Promptly after receipt of such Loan Notice from the Swingline Lender under
the immediately preceding sentence, the Administrative Agent shall notify each Revolving Credit Lender and the Borrower Representative
of the proposed borrowing. Not later than 10:00 a.m. on the proposed date of such borrowing, each Revolving Credit Lender will make available
to the Administrative Agent at the offices of the Administrative Agent specified in this Agreement for the account of the Swingline Lender,
in immediately available funds, the proceeds of the Revolving Credit Loan to be made by such Revolving Credit Lender. The Administrative
Agent shall pay the proceeds of such Revolving Credit Loans to the Swingline Lender, which shall apply such proceeds to repay such Swingline
Loan. Each Revolving Credit Lender irrevocably agrees to extend its pro rata share of the requested Revolving Credit Loans notwithstanding
(a) that the amount of the borrowing may not satisfy the Minimum Borrowing Amount for Revolving Credit Loans, (b) that a Default or Event
of Default may exist, (c) the failure of any request or deemed request for the Revolving Credit Loans to be timely made, (d) that the
date of such borrowing is not a date on which Revolving Credit Loans are otherwise permitted to be made, or (e) any reduction or termination
of the Revolving Credit Commitments.


 




    	66



     


    

 


2.04.3. Participations.
Immediately upon the making of a Swingline Loan, each Revolving Credit Lender shall be deemed to have purchased, and hereby irrevocably
and unconditionally agrees to purchase, from the Swingline Lender, without recourse or warranty, an undivided interest and participation
to the extent of such Revolving Credit Lender’s Revolving Credit Commitment Percentage of such Swingline Loan. In the event that
outstanding Swingline Loans cannot be repaid with the proceeds of Revolving Credit Loans pursuant to Section 2.04.2 for any reason (including,
without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code or other Debtor Relief Laws with respect
to the Borrowers), the Revolving Credit Lenders will, as of the date such proposed borrowing otherwise would have occurred but adjusted
for any payments received in respect of such Swingline Loan(s) by or for the account of the Revolving Credit Borrowers on or after such
date and prior to such purchase, immediately fund their respective participations in the outstanding Swingline Loans as necessary to
cause such Revolving Credit Lenders to share in such Swingline Loan(s) proportionately in accordance with their respective Revolving
Credit Commitment Percentages in respect of the Revolving Credit Commitments. Any amounts received by the Swingline Lender from the Revolving
Credit Borrowers (or from any other Person on behalf of the Revolving Credit Borrowers) in respect of a Swingline Loan after receipt
by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any
such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the applicable Revolving
Credit Lenders that shall have made their payments pursuant to this Section and to the Swingline Lender, as their interests may appear.
The purchase of participations in a Swingline Loan pursuant to this Section shall not relieve the Revolving Credit Borrowers of any default
by the Revolving Credit Borrowers in the payment thereof; provided, however, that in the event any such payment received
by the Administrative Agent is subsequently set aside or is required to be refunded, returned or repaid, such Revolving Credit Lender
will repay to the Administrative Agent its proportionate share thereof.


 


2.04.4.
Obligations Absolute. A Revolving Credit Lender’s obligation to purchase such a participation in a Swingline Loan shall
be absolute and unconditional and shall not be affected by any circumstance whatsoever, including without limitation, (i) any claim of
setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or any other Person may have or claim against
the Administrative Agent, any Swingline Lender or any other Person whatsoever, (ii) the occurrence or continuation of a Default or Event
of Default (including without limitation, any of the Defaults or Events of Default described in Sections 7.01.7 or 7.01.8), or the termination
of any Revolving Credit Lender’s Revolving Credit Commitment, (iii) the existence (or alleged existence) of an event or condition
which has had or could have a Material Adverse Effect, (iv) any breach of any Credit Document by the Administrative Agent, any Lender,
any Borrower or any other Loan Party, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing. If such amount is not in fact made available to the Swingline Lender by any Revolving Credit Lender, the Swingline Lender
shall be entitled to recover such amount on demand from such Revolving Credit Lender, together with accrued interest thereon for each
day from the date of demand thereof, at the Federal Funds Rate. If such Revolving Credit Lender does not pay such amount forthwith upon
the Swingline Lender’s demand therefor, and until such time as such Revolving Credit Lender makes the required payment, the Swingline
Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of such unpaid participation obligation for all
purposes of the Credit Documents (other than those provisions requiring the other Revolving Credit Lenders to purchase a participation
therein). Further, such Revolving Credit Lender shall be deemed to have assigned any and all payments made of principal and interest
on its Revolving Credit Loans, and any other amounts due it hereunder, to the Swingline Lender to fund Swingline Loans in the amount
of the participation in Swingline Loans that such Revolving Credit Lender failed to purchase pursuant to this Section until such amount
has been purchased (as a result of such assignment or otherwise).


 




    	67



     


    

 


Section
2.05. Letter of Credit Subfacility. During the Availability Period for the Revolving Credit Commitments, subject to the terms
and conditions set forth in this Agreement, an Authorized Officer of the Borrower Representative may request on behalf of the Revolving
Credit Borrowers the issuance of, and the Issuing Bank in reliance upon the agreements of the Revolving Credit Lenders set forth in Section
2.05.3 agrees to issue, Letters of Credit for the accounts of the Revolving Credit Borrowers or any of its Subsidiaries, in a form acceptable
to the Issuing Bank, at any time and from time to time on any Business Day from the Closing Date through, but not including the L/C Expiration
Date, provided, however, that the Issuing Bank shall not be obligated to issue any Letter of Credit if, after giving effect
to such issuance, (a) the aggregate amount of L/C Obligations (after giving effect to any requested issuance) exceeds the Letter of Credit
Sublimit, (b) the Revolving Credit Exposure of any Lender exceeds such Lender’s Revolving Credit Commitment or (c) the aggregate
Revolving Credit Exposure of all Lenders exceeds the Line Cap. In the event of any inconsistency between the terms and conditions of
this Agreement and the terms and conditions of any form of Letter of Credit Application or other L/C Document submitted by the Borrowers
to, or entered into by the Borrowers with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement
shall control.


 


2.05.1. Request
for Issuance; Amendment; Renewal; Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), an Authorized Officer of the Borrower Representative on behalf of the applicable
Revolving Credit Borrower or Revolving Credit Borrowers shall deliver to the Issuing Bank and the Administrative Agent (reasonably in
advance of the requested date of issuance, amendment, renewal or extension) a written notice requesting the issuance of a Letter of Credit,
or identifying the Letter of Credit to be amended, renewed or extended together with a Letter of Credit Application, and specifying the
proposed date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is
to expire (which shall comply with Section 2.05.2), the amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. Such written notice may be
transmitted electronically or by facsimile, if arrangements for doing so have been approved by the Issuing Bank. Upon receipt of the
Letter of Credit Application executed by an Authorized Officer of the Borrower Representative, the Issuing Bank shall process such Letter
of Credit Application and issue the Letter of Credit requested thereby, provided all fees and expenses in connection with such Letter
of Credit have been paid and all other conditions precedent to the issuance of Letters of Credit have been satisfied and, provided further,
the Issuing Bank shall not be required to issue any Letter of Credit earlier than three (3) Business Days after receipt by the Issuing
Bank of the Letter of Credit Application and of all of the certificates, documents and other papers and information required by the Issuing
Bank which relate thereto. The Issuing Bank shall promptly furnish a copy of each Letter of Credit to the Administrative Agent and to
the Borrower Representative. A Letter of Credit shall be issued, amended, renewed or extended only if (and, upon issuance, amendment,
renewal or extension of each Letter of Credit, the Revolving Credit Borrowers shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension, the provisos set forth in Section 2.05(a) through (g) are satisfied. The Issuing
Bank shall not be obligated to amend any Letter of Credit if the Issuing Bank would not be required at such time to issue such Letter
of Credit in its amended form under the terms of this Agreement. Upon the issuance by the Issuing Bank of a Letter of Credit and until
such Letter of Credit shall have expired or been cancelled, the Revolving Credit Commitment of each Revolving Credit Lender shall be
deemed to be utilized for all purposes of this Agreement in an amount equal to the product of (i) such Revolving Credit Lender’s
Revolving Credit Commitment Percentage and (ii) the sum of (A) the Stated Amount of such Letter of Credit plus (B) without duplication
of any amounts included under clause (A), any related Reimbursement Obligations then outstanding.


 




    	68



     


    

 


2.05.2. Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (a) the date that is 365 days after
the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, 365 days after such renewal or
extension) and (b) the L/C Expiration Date, provided that any Letter of Credit may provide for the automatic renewal thereof for
additional 365-day periods (which shall in no event extend beyond the L/C Expiration Date).


 


2.05.3. Agreement
of Lenders To Purchase Proportionate Share of Letters of Credit. Upon receipt by the Issuing Bank from the beneficiary of a Letter
of Credit issued by the Issuing Bank of any demand for payment under such Letter of Credit and the Issuing Bank’s determination
that such demand for payment complies with the requirements of such Letter of Credit, the Issuing Bank shall promptly notify the applicable
Revolving Credit Borrower or the Borrower Representative and the Administrative Agent of the amount to be paid by the Issuing Bank as
a result of such demand and the date on which payment is to be made by the Issuing Bank to such beneficiary in respect of such demand;
provided, however, that the Issuing Bank’s failure to give, or delay in giving, such notice shall not discharge the applicable
Revolving Credit Borrower in any respect from the applicable Reimbursement Obligation. In order to induce the Issuing Bank to issue Letters
of Credit for the accounts of the Borrowers in accordance with the terms of this Agreement, each Revolving Credit Lender unconditionally
and irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and conditions hereinafter
stated, for such Lender’s own account and risk an undivided interest and participation equal to such Lender’s Revolving Credit
Commitment Percentage in the Issuing Bank’s obligations and rights under each Letter of Credit issued hereunder and the amount
of each L/C Disbursement of the Issuing Bank.


 


2.05.4. Reimbursement
Obligations of the Borrowers. Each Revolving Credit Lender unconditionally and irrevocably covenants to the Issuing Bank that, if
an L/C Disbursement is made by the Issuing Bank with respect to any Letter of Credit for which the Issuing Bank is not immediately reimbursed
in full by the Revolving Credit Borrowers, such Lender shall pay to the Administrative Agent, for the account of the Issuing Bank, upon
the demand by the Administrative Agent, an amount equal to such Lender’s Revolving Credit Commitment Percentage of the unreimbursed
amount of such L/C Disbursement not later than 1:00 p.m. Eastern Time on the Business Day specified by the Administrative Agent in its
demand for payment. Any payment made by a Lender pursuant to this Section 2.05.3 to reimburse the Issuing Bank for any L/C Disbursement
shall not constitute a Loan and shall not relieve the Borrowers of their joint and several obligations to reimburse such L/C Disbursement;
provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Revolving Credit Lender shall
be required to fund, whether as a Revolving Credit Loan or as a participation, shall not exceed such Revolving Credit Lender’s
Revolving Credit Commitment Percentage of such drawing except as otherwise provided in Section 2.14. Each Revolving Credit Lender’s
obligation to make such payments to the Administrative Agent under this subsection, and the Administrative Agent’s right to receive
the same for the account of the Issuing Bank, shall be absolute, irrevocable and unconditional and shall not be affected in any way by
any circumstance whatsoever, including without limitation, (i) the failure of any other Revolving Credit Lender to make its payment under
this subsection, (ii) the financial condition of the Revolving Credit Borrowers or any other Loan Party, (iii) the existence of any Default
or Event of Default, including any Event of Default described in Section 7.01.7 or 7.01.8, (iv) the termination of the Revolving Credit
Commitments or (v) the delivery of Cash Collateral. Each such payment to the Administrative Agent for the account of the Issuing Bank
shall be made without any offset, abatement, withholding or deduction whatsoever.


 




    	69



     


    

 


2.05.5. Borrowers’
Reimbursement Obligations Are Absolute. The Revolving Credit Borrowers’ joint and several reimbursement obligations hereunder
shall be absolute and unconditional under all circumstances and irrespective of any set-off, counterclaim or defense to payment which
the Revolving Credit Borrowers may have or have had against the Administrative Agent, the Issuing Bank, any of the Lenders, any beneficiary
of a Letter of Credit or any other Person. The Revolving Credit Borrowers agree and acknowledge that none of the Administrative Agent,
the Issuing Bank, or the Lenders shall be responsible for, nor shall the Revolving Credit Borrowers’ duties and obligations hereunder
under the Credit Documents be affected by, among other things (a) the form, validity, sufficiency, accuracy, genuineness or legal effect
of any documents or of any endorsements thereon presented in connection with any draft upon a Letter of Credit, even though such documents
shall in fact prove to be invalid, fraudulent or forged, (b) any dispute between or among any Revolving Credit Borrower and any beneficiary
of any Letter of Credit or any other party to which such Letter of Credit may be transferred, or (c) any claims whatsoever of the Revolving
Credit Borrowers against any beneficiary of such Letter of Credit or any such transferee. None of the Administrative Agent, the Issuing
Bank, or any of the Lenders shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with the issuance, administration, or payment of any drafts presented against any
Letter of Credit. The Revolving Credit Borrowers agree and acknowledge that any action taken or omitted by the Administrative Agent,
the Issuing Bank, or the Revolving Credit Lenders under or in connection with any Letter of Credit or the related drafts or documents
shall be binding on the Revolving Credit Borrowers and shall not result in any liability of any of the Administrative Agent, the Issuing
Bank, or the Revolving Credit Lenders to the Borrowers, absent gross negligence or willful misconduct. In furtherance and not in limitation
of the foregoing, the Issuing Bank 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 Issuing Bank 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.


 


2.05.6. Applicability
of ISP98. Unless otherwise expressly agreed by the Issuing Bank and the Revolving Credit Borrowers, when a Letter of Credit is issued
the rules of the ISP shall apply to each standby Letter of Credit.


 


2.05.7. Interim
Interest. If the Issuing Bank shall make any L/C Disbursement, then, unless the Revolving Credit Borrowers shall reimburse such L/C
Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and
including the date such L/C Disbursement is made to but excluding the date that the Revolving Credit Borrowers reimburse such L/C Disbursement
at the Adjusted Base Rate then applicable to Revolving Credit Loans; provided that the Default Rate shall apply during any continuing
Event of Default. Interest accrued pursuant to this Section shall be for the account of the Issuing Bank, except that interest accrued
on and after the date of payment by any Lender pursuant to Section 2.05.3 to purchase a participation from the Issuing Bank shall be
for the account of such purchasing Lender to the extent of such payment.


 


2.05.8. Cash
Collateralization. Upon the request of the Administrative Agent (a) if the Issuing Bank has honored any full or partial drawing request
under any Letter of Credit and such drawing has resulted in Reimbursement Obligation (unless such Reimbursement Obligation has been reimbursed
by the proceeds of a Revolving Credit Loan in accordance with Section 2.05.4), or (b) if, as of the L/C Expiration Date, any Letter of
Credit for any reason remains outstanding and partially or wholly undrawn, or (c) a continuing Event of Default exists and the Loans
have been accelerated and have become due and payable in accordance with Section 8.01 of this Agreement, the Borrowers shall immediately
Cash Collateralize all then outstanding L/C Obligations (in an amount determined as of the date of such Reimbursement Obligation or the
L/C Expiration Date or the date of acceleration of the Loans, as the case may be), but an amount not less than 110% of the outstanding
L/C Obligations, unless otherwise agreed by the Issuing Bank and the Required Revolving Credit Lenders.


 




    	70



     


    

 


2.05.9. Letter
of Credit Fees. The Borrowers shall pay to the Administrative Agent, for the ratable accounts of the Lenders, letter of credit fees
(the “Letter of Credit Fees”) on the aggregate daily Stated Amount of each outstanding Letters of Credit at the rate
equal to the Applicable Margin applicable to Revolving Credit Loans then in effect, provided, that upon the implementation of the Default
Rate and for so long as the same shall continue, the Letter of Credit Fees shall be increased to the Default Rate. Letter of Credit Fees
shall be payable (a) quarterly in arrears on the last Business Day of each Fiscal Quarter occurring during the term of this Agreement,
and (b) on the last day of the Availability Period for the Revolving Credit Commitments. The Borrowers shall pay to the Administrative
Agent, for the sole account of the Issuing Bank, those fees specified in the Fee Letter, plus such fronting fees and customary issuance,
presentation, amendment and processing fees and all standard costs or charges of the Issuing Bank relating to letters of credit, as are
from time to time in effect. Such fees and costs and charges shall be due and payable on demand and shall be nonrefundable.


 


2.05.10. Letters
of Credit Issued for Other Loan Parties or Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder
is in support of any obligations of, or is for the account of another Loan Party or a Subsidiary of a Borrower or of another Loan Party,
each Revolving Credit Borrower shall be jointly and severally obligated with all other Borrowers to reimburse the Issuing Bank hereunder
for any and all drawings under such Letter of Credit. Each Revolving Credit Borrower hereby acknowledges that the issuance of Letters
of Credit for the accounts of other Loan Parties and Subsidiaries of such Borrower and any other Loan Party inures to the benefit of
such Borrower, and that its business derives substantial benefits from the businesses of such other Loan Parties and Subsidiaries.


 


Section
2.06. Term Loans. Pursuant to the Existing Credit Agreement, certain of the Term Loan Lenders made term loans denominated in
Dollars to the Term Loan Borrower. The Term Loan Borrower hereby agrees and acknowledges that as of the Closing Date, the outstanding
principal balance of the Term Loan is Eleven Million Two Hundred Ninety-Nine Thousand Nine Hundred Ninety-Nine Dollars and Eighty Eight
Cents ($11,299,999.88) and shall for all purposes hereunder constitute and be referred to as the Term Loan hereunder, without constituting
a novation, but in all cases subject to the terms and conditions applicable to the Term Loans hereunder. Term Loans may be either Adjusted
Base Rate Borrowings, or LIBOR Borrowings at the Adjusted LIBOR Rate, or a combination thereof.


 


2.06.1. Term
Loan Notes. The joint and several obligations of the Term Loan Borrowers to repay the Term Loans to each of the Term Loan Lenders
shall be evidenced by a Term Loan Note to be issued to each Term Loan Lender in the stated principal amount of each Term Loan Lender’s
respective Term Loan.


 


2.06.2. Payment.
The aggregate unpaid principal balances of the Term Loans shall be paid by the Term Loan Borrowers to the Administrative Agent for
the ratable accounts of the Term Loan Lenders in consecutive monthly installments in the principal amount of Two Hundred Forty-One Thousand
Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($241,666.67) payable on the Principal Payment Dates of each consecutive month beginning
on August 15, 2021 and continuing until the Term Loan Maturity Date. All remaining unpaid balances of the Term Loans, including all unpaid
principal, unpaid and accrued interest and fees, shall be paid in full on the Term Loan Maturity Date.


 


The
Term Loan Borrowers, jointly and severally, unconditionally promise to pay interest to the Administrative Agent for the accounts of the
Term Loan Lenders on the unpaid principal balances of the Term Loans from time to time outstanding from the date of Closing until the
date of the payment in full of the Term Loans at the rates per annum, and on the dates set forth in Section 2.07 of this Agreement.


 




    	71



     


    

 


2.06.3. Mandatory
Prepayments.


 


(i) The
Borrowers, jointly and severally, promise to pay, or cause to be paid, to the Administrative Agent for the accounts of the Lenders the
following payments (collectively, “Mandatory Prepayments”):


 


a. 100%
of Net Available Proceeds of a Disposition of assets (other than (i) a Disposition pursuant to a Sale and Leaseback Transaction permitted
by Section 6.05(f) hereof, (ii) sales of Floor Plan Vehicles or Units which shall be applied to payment of the Floor Plan Line of Credit
pursuant to Section 2.01 hereof and (iii) in respect of Mortgage Obligations Collateral which shall be applied to payment of the Mortgage
Loans pursuant to Section 2.06A3) in excess of Two Hundred Thousand Dollars ($200,000.00) per Fiscal Year arising on account of any Disposition
or Series of Disposition by the Loan Parties, unless, in the absence of any continuing Default or Event of Default, the proceeds are
utilized by the Loan Parties for acquisition of similar or replacement property and equipment within 270 days from the date of receipt,
and pending such reinvestment held on the balance sheet of the relevant Loan Party, and provided same shall not be invested in any business
outside of the ordinary course of business of the Borrowers as presently conducted, or distributed, directly or indirectly, to any holders
(other than the Borrowers) of Equity Interests in any Loan Party, or otherwise disbursed as a Restricted Payment;


 


b. 100%
of insurance proceeds and condemnation recoveries (other than in respect of Floor Plan Vehicles or Units and in respect of Mortgage Obligations
Collateral) in excess of One Million Dollars ($1,000,000.00) per Fiscal Year;


 


c. 100%
of Net Available Proceeds with respect to issuances of Indebtedness (excluding Indebtedness permitted to be issued pursuant to Section
6.03 hereof);


 


d. [reserved];
and


 


e. 100%
of Net Extraordinary Receipt Proceeds received by any of the Loan Parties or any of their Subsidiaries, directly or indirectly.


 


Mandatory
Prepayments shall be due and payable within one (1) Business Day of the receipt thereof by any Loan Party or any Subsidiary of any Loan
Party. The provisions of this Section 2.06.3 shall not be deemed a waiver of or constitute the implied consent of the Credit Parties
to any transactions which are either prohibited by the terms of the Credit Documents or which by the terms of any of the Credit Documents
require the prior consent of any or all of the Credit Parties. Mandatory Prepayments shall be applied first, to outstanding amounts
under the Mortgage Loans and Term Loans, on a pro rata basis, to reduce the applicable remaining amortization payments in inverse order
of maturity until such outstandings have been reduced to zero; second, to outstanding Revolving Credit Loans, Swingline Loans
and Reimbursement Obligations, ratably among the Lenders, Swingline Lender and Issuing Bank without a concurrent reduction in Revolving
Credit Commitments, and third, to cash collateralize outstanding Letters of Credit.


 


2.06.4. Voluntary
Prepayments. The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the
Term Loans in whole or in part without premium or penalty; provided that (a) such notice must be received by the Administrative
Agent not later than 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of LIBOR Borrowings, and (ii) on the date
of prepayment of Adjusted Base Rate Borrowings; and (b) any voluntary prepayment of the Term Loan shall be in a principal amount of not
less than One Million Dollars ($1,000,000). Each such notice shall specify the date and amount of such prepayment and, if LIBOR Borrowings
at the Adjusted LIBOR Rate are to be prepaid, the Interest Period(s) of such LIBOR Borrowings. The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of the amount of such Term Loan Commitment Percentage of such prepayment.
If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein. Any prepayment of a LIBOR Borrowing at the Adjusted LIBOR Rate shall be accompanied
by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.07.3. Each such prepayment
shall be applied to the Term Loan in accordance with the Term Loan Commitment Percentages of the Lenders.


 




    	72



     


    

 


2.06.5. Permitted
Purposes Of Term Loan. The proceeds of the Term Loans shall be used by the Borrowers solely to refinance existing Indebtedness of
the Loan Parties and their Subsidiaries, to pay closing costs and fees in connection with this Agreement and the Closing Date Transactions,
and to provide cash to the balance sheet for general corporate purposes.


 


Section
2.06A.  Mortgage
Loans. Pursuant to the Existing Credit Agreement, certain of the Mortgage Loan Lenders made
mortgage term loans denominated in Dollars to the Mortgage Loan Borrower. The Mortgage Loan Borrower hereby agrees and acknowledges that
as of the Closing Date, the outstanding principal balance of the Mortgage Loans is Five Million Eight Hundred Twenty Nine Thousand One
Hundred Ninety Nine Dollars and Ninety Six Cents ($5,829,199.96) and shall for all purposes hereunder constitute and be referred to as
the Mortgage Loan hereunder, without constituting a novation, but in all cases subject to the terms and conditions applicable to the
Mortgage Loans hereunder. Mortgage Loans may be either Adjusted Base Rate Borrowings, or LIBOR Borrowings at the Adjusted LIBOR Rate,
or a combination thereof.


 


2.06A.1.
Mortgage Loan Notes. The obligations of the Mortgage Loan Borrower to repay the Mortgage Loans to each of the Mortgage Loan Lenders
shall be evidenced by a Mortgage Loan Note to be issued to each Mortgage Loan Lender in the stated principal amount of such Lender’s
respective Mortgage Loan Commitment.


 


2.06A.2.
Payment. The aggregate unpaid principal balances of the Mortgage Loans shall be paid to the Administrative Agent for the ratable
accounts of the Mortgage Loan Lenders in consecutive monthly installments in the principal amount of Twenty-Five Thousand Five Hundred
Sixty-Six Dollars and Sixty-Seven Cents ($25,566.67) payable on the Principal Payment Dates of each consecutive month beginning on July
15, 2021 and continuing until the Mortgage Loan Maturity Date. All remaining unpaid balances of the Mortgage Loans, including all unpaid
principal, unpaid and accrued interest and fees, shall be paid in full on the Mortgage Loan Maturity Date. The Mortgage Loan Borrower
unconditionally promises to pay interest to the Administrative Agent for the accounts of the Mortgage Loan Lenders on the unpaid principal
balances of the Mortgage Loans from time to time outstanding from the date of Closing until the date of the payment in full of the Mortgage
Loans at the rates per annum, and on the dates set forth in Section 2.07 of this Agreement.


 


2.06A.3.
Mandatory Prepayments. The Mortgage Loan Borrower promises to pay, or cause to be paid, to the Administrative Agent for the accounts
of the Mortgage Loan Lenders 100% of Net Available Proceeds of a Disposition of, and 100% of insurance proceeds and condemnation recoveries
in respect of, the Mortgage Obligations Collateral, which shall be due and payable within one (1) Business Day of the receipt thereof
by any Loan Party or any Subsidiary of any Loan Party and shall be applied to the outstanding amounts under the Mortgage Loans to reduce
the applicable remaining amortization payments in inverse order of maturity until such outstandings have been reduced to zero.




    	73



     


    

 


2.06A.4.
Voluntary Prepayments. The Mortgage Loan Borrower may, upon notice to the Administrative Agent, at any time or from time to time
voluntarily prepay the Mortgage Loans in whole or in part without premium or penalty except for the charges set forth in Section 2.07;
provided that (a) such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior
to any date of any prepayment; and (b) any voluntary prepayment of the Mortgage Loans shall be in a principal amount of not less than
One Million Dollars ($1,000,000). The Administrative Agent will promptly notify each Mortgage Loan Lender of its receipt of each such
notice, and of the amount of such Mortgage Loan Commitment Percentage of such prepayment. If such notice is given by the Mortgage Loan
Borrower, the Mortgage Loan Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable
on the date specified therein. Any prepayment of a LIBOR Borrowing at the Adjusted LIBOR Rate shall be accompanied by all accrued interest
on the amount prepaid, together with any additional amounts required pursuant to Section 2.07.3. Each such prepayment shall be applied
to the Mortgage Loans in accordance with the Mortgage Loan Commitment Percentages of the Lenders.


 


Section
2.06A.5. Permitted Purposes Of Mortgage Loan. The proceeds of the Mortgage Loans shall be used by the Mortgage Loan Borrower to
finance the service facility outside of Houston, Texas (generally known as the southwest quadrant of Highway 290 and Stokes Road in Waller,
TX and more particularly described on the Mortgage).


 


Section
2.07. Interest Terms Applicable To The Loans. Interest shall accrue upon the unpaid principal balances of the Loans until the
Loans have been repaid in full at the rate or rates described below in this Section 2.07. The Borrowers promise to pay to the Administrative
Agent for the ratable benefit of the Lenders in each Class all accrued interest owing in respect of such Class of Loans in arrears on
the applicable Interest Payment Dates.


 


2.07.1. Adjusted
Base Rate. Swingline Loans advanced and outstanding shall bear interest at the Adjusted Base Rate. Absent a timely election by the
Borrower Representative of a LIBOR Borrowing in accordance with Section 2.07.2 of this Agreement, the unpaid balances of the Floor Plan
Loans (including M&T Advances), Revolving Credit Loans, Mortgage Loans and Term Loans, including any balances of any Adjusted LIBOR
Rate Borrowings for which the applicable Interest Period has expired without an effective continuation, shall be deemed automatically
to bear interest at the Adjusted Base Rate. Changes in the Adjusted Base Rate shall be made when and as changes in the Base Rate occur.
Each election by the Borrower Representative of an Adjusted Base Rate Borrowing shall be in the Minimum Borrowing Amount, or any multiple
thereof. Payments on account of Adjusted Base Rate Borrowings shall be due and payable in arrears monthly on the Interest Payment Date
in each consecutive month.


 


2.07.2. LIBOR
Borrowing Option. Subject to the terms of this Section, interest may accrue at the election of the Borrower Representative (a) with
respect to Term Loans, at the Adjusted LIBOR Rate for Interest Periods and on portions of the unpaid principal balances of the Term Loans,
as selected by the Borrower Representative, (b) with respect to Revolving Credit Loans, at the Adjusted LIBOR Rate for Interest Periods
and on portions of the unpaid principal balances of the Revolving Credit Loans, as selected by the Borrower Representative;(c) with respect
to Floor Plan Loans, at the Adjusted Daily LIBOR Rate on the principal balances outstanding of the Floor Plan Loans and (d) with respect
to Mortgage Loans, at the Adjusted LIBOR Rate for Interest Periods and on portions of the unpaid principal balances of the Mortgage Loans,
as selected by the Borrower Representative. With respect to the Revolving Credit Loans, the Borrower shall have the option to elect a
series of consecutive Interest Periods applicable to portions of the unpaid principal balances of Revolving Credit Loans to be designated
at the time of an initial election for LIBOR Borrowings; provided that LIBOR shall be redetermined on the terms set forth in this Agreement
for each Interest Period and interest payments shall be made at the end of each Interest Period. For the avoidance of doubt, the LIBOR
Borrowing option shall not be available for Swingline Loans.


 




    	74



     


    

 


(a) Election
of Adjusted LIBOR Rate Borrowing. Any election for an Adjusted LIBOR Rate Borrowing shall be subject to the following additional
terms and conditions:


 


i. Notice
Of Election. With respect to the Term Loans, an Authorized Officer of the Borrower Representative shall deliver by 11:00 a.m. Eastern
Time on that Business Day which occurs three (3) Business Days prior to the Business Day on which the Borrowers desire that an Interest
Period commence, a written fully completed and executed Notice of Election in the form attached hereto as Exhibit IA (which Notice
of Election may be transmitted electronically or by facsimile) specifying: (A) the commencement date of and length of the relevant Interest
Period, (B) the Dollar amount of that portion of the total aggregate principal amount of the Term Loans identified by the Borrower Representative,
which are to bear interest at the Adjusted LIBOR Rate, which amount (1) shall not be less than the Minimum Borrowing Amount, and (2)
in a principal amount greater than that sum obtained by deducting the aggregate amount of principal payments upon the Term Loans which
are scheduled for payment on Principal Payment Dates occurring prior to the end of the subject Interest Period from the aggregate unpaid
principal balances of the Term Loans. With respect to the Revolving Credit Loans, an Authorized Officer of the Borrower Representative
shall deliver by 11:00 a.m. Eastern Time on that Business Day which occurs three (3) Business Days prior to the Business Day on which
the Borrowers desire that an Interest Period commence, a written fully completed and executed Notice of Election in the form attached
hereto as Exhibit IB (which Notice of Election may be transmitted electronically or by facsimile) specifying: (A) the commencement
date of the relevant Interest Period, (B) the number of consecutive Interest Periods, (B) the Dollar amount of that portion of the total
aggregate principal amount of the Revolving Credit Loans identified by the Borrower Representative, which are to bear interest at the
Adjusted LIBOR Rate, which amount shall not be less than the Minimum Borrowing Amount.


 


ii. Effect
Of Election. Subject to clause “B” below and to the operation and effect of Sections 2.07.4 and 2.07.5, interest shall
accrue from and including the first day of each Interest Period selected by the Borrower Representative to (but not including) the last
day of such Interest Period at the Adjusted LIBOR Rate determined as applicable to such Interest Period upon the amount of the unpaid
principal balances of the Term Loans or Revolving Credit Loans, as the case may be, identified by the Borrower Representative in the
Borrower Representative’s written election. Adjusted LIBOR Rate Borrowings shall be due and payable in arrears on each applicable
Interest Payment Date.


 


A. Interest
Periods. There shall be no more than ten (10) Interest Periods outstanding at any one time. No Interest Period may expire after the
Maturity Date.


 


B. Availability.
If prior to the commencement of any Interest Period for a LIBOR Borrowing: (1) the Administrative Agent is advised that the Required
Lenders have determined that a Change In Law or a change in market conditions has made it impractical for the Lenders to offer pricing
based on the Adjusted LIBOR Rate; or (2) the Administrative Agent determines (which determination shall be conclusive absent manifest
error) that adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period; or (3) the Administrative
Agent is advised by the Required Lenders that the LIBOR Rate applicable to such Interest Period will not adequately and fairly reflect
the cost to the Lenders of making or maintaining the proposed LIBOR Borrowing for such Interest Period; then the Administrative Agent
shall give notice thereof to the Borrower Representative and the Lenders as promptly as practicable thereafter and, until the Administrative
Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any
request to convert any borrowing to, or continue any borrowing as, a LIBOR Borrowing shall be ineffective and (y) any requested LIBOR
Borrowing shall bear interest at the Adjusted Base Rate.


 




    	75



     


    

 


(b) Election
of Adjusted Daily LIBOR Borrowing. Any election for an Adjusted Daily LIBOR Borrowing shall be subject to the following additional
terms and conditions:


 


i. Notice
Of Election. An Authorized Officer of the Borrower Representative shall deliver by 11:00 a.m. Eastern Time on that Business Day which
occurs three (3) Business Days prior to the Business Day on which the Borrowers desire the principal balances outstanding under the Floor
Plan Loans begin to accrue interest at the Adjusted Daily LIBOR Rate, a written fully completed and executed Notice of Election in the
form attached hereto as Exhibit IC (which Notice of Election may be transmitted electronically or by facsimile) specifying the commencement
date of the election of LIBOR. Such election shall continue in effect until a subsequent election to change the applicable rate has been
made by the Borrower Representative, and each election to change the applicable rate of interest shall be made not later than three (3)
Business Days prior to Business Day the Borrowers desire the election to take effect. With respect to the Floor Plan Loans, there shall
only be one (1) applicable interest rate in effect for all of the Floor Plan Loans at any time and each interest rate election shall
apply to the entire aggregate unpaid principal balances of the Floor Plan Loans. Payments on account of interest applicable to Floor
Plan Loans shall be applied by the Administrative Agent to outstanding balances of such Loans accruing or having accrued interest at
the Adjusted Daily LIBOR Rate and balances of such Loans accruing or having accrued interest at the Adjusted Base Rate, in such order
or proportion as the Administrative Agent, in its sole discretion, shall determine.


 


ii. Effect
Of Election. Subject to clause “B” below and to the operation and effect of Sections 2.07.4 and 2.07.5 hereof, upon such
election:


 


A. Floor
Plan Loans. All principal balances advanced and outstanding under the Floor Plan Loans shall thereafter bear interest at the Adjusted
Daily LIBOR Rate until the Borrower Representative provides to the Administrative Agent a Notice of Election three (3) Business Days
prior to the Business Day on which the Borrowers desire that the principal balances outstanding under the Floor Plan Loans accrue interest
at the Adjusted Base Rate. A single rate of interest, whether the Adjusted Daily LIBOR Rate or the Adjusted Base Rate, shall be applicable
at any given time to the Floor Plan Loans. Adjusted Daily LIBOR Borrowings on account of Floor Plan Loans shall be due and payable monthly
in arrears on the Interest Payment Date in each consecutive month.


 


B. Availability.
If at any time: (1) the Administrative Agent is advised that the Required Lenders have determined that a Change In Law or a change in
market conditions has made it impractical for the Lenders to offer pricing based on the Adjusted Daily LIBOR Rate; or (2) the Administrative
Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for
ascertaining LIBOR at such time; or (3) the Administrative Agent is advised by the Required Lenders that the Adjusted Daily LIBOR Rate
applicable to the Floor Plan Loans will not adequately and fairly reflect the cost to the Lenders of making or maintaining the LIBOR
Borrowings under the Floor Plan Loans at the Adjusted Daily LIBOR Rate; then the Administrative Agent shall give notice thereof to the
Borrower Representative and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower
Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any request to convert any borrowing
to, or continue any borrowing as, a LIBOR Borrowing shall be ineffective and (y) any requested Adjusted Daily LIBOR Borrowing with respect
to the Floor Plan Loans shall bear interest at the Adjusted Base Rate.


 


		(c)	Interest
                                            Rate Applicable to Mortgage Loans.



 


i. Adjusted
LIBOR Rate. Subject to the terms of this Section (including subsection “(ii)” (captioned “Availability”),
interest shall accrue on principal balances advanced and outstanding on account of the Mortgage Loans at the Adjusted LIBOR Rate for
successive one-month Interest Periods determined for the first draw under the Mortgage Loans and continuing thereafter as redetermined
and reset for each consecutive Interest Period. Interest payments shall be due and payable in arrears on the Interest Payment Date at
the end of each such Interest Period.


 




    	76



     


    
 


ii.
Availability. If prior to the commencement of any Interest Period for a LIBOR Borrowing: (1) the Administrative Agent is advised
that the Required Lenders have determined that a Change In Law or a change in market conditions has made it impractical for the Lenders
to offer pricing based on the Adjusted LIBOR Rate; or (2) the Administrative Agent determines (which determination shall be conclusive
absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period; or (3)
the Administrative Agent is advised by the Required Lenders that the LIBOR Rate applicable to such Interest Period will not adequately
and fairly reflect the cost to the Lenders of making or maintaining the proposed LIBOR Borrowing for such Interest Period; then the Administrative
Agent shall give notice thereof to the Mortgage Loan Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative
Agent notifies the Mortgage Loan Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any
request to convert any borrowing to, or continue any borrowing as, a LIBOR Borrowing shall be ineffective and (y) any requested LIBOR
Borrowing shall bear interest at the Adjusted Base Rate.


 


2.07.3.
Breakage Costs. The Borrowers jointly and severally promise to compensate the Lenders from time to time, upon demand from any
Lender through the Administrative Agent, for all losses, expenses, lost earnings, costs and liabilities (including all interest paid
to lenders of funds borrowed by the Lenders to carry LIBOR Borrowings) which any of the Lenders sustains if: (1) any repayment or prepayment
of any LIBOR Borrowings (including any payment resulting from the acceleration of the Loans in accordance with the terms of this Agreement
or from an assignment required by Section 2.11 of this Agreement) or any conversion of LIBOR Borrowings for any reason occurs on a date
which is not a Business Day and, with respect to any LIBOR Borrowing on account of a Revolving Credit Loan, Term Loan, or Mortgage Loan
is not the last day of an Interest Period; or (2) any failure by the Borrowers to borrow a LIBOR Borrowing or convert an Adjusted Base
Rate Borrowing to a LIBOR Borrowing on the date for such borrowing or conversion specified in the relevant notice of election given by
the Borrower Representative to the Administrative Agent in accordance with the terms of this Agreement.


 


2.07.4.
Illegality. If the Administrative Agent or the Required Lenders shall determine that the introduction of any law (statutory or
common), treaty, rule, regulation, guideline or determination of an arbitrator or of a governmental authority or in the interpretation
or administration thereof, has made it unlawful, or that any central bank or other governmental authority has asserted that it is unlawful
for any of the Lenders to make Loans at the LIBOR Rate and/or the Daily LIBOR Rate, then, on notice thereof by the Administrative Agent
to the Borrower Representative, the Administrative Agent may suspend the making of Loans at the LIBOR Rate and the Daily LIBOR Rate until
the Administrative Agent shall have notified the Borrower Representative that the circumstances giving rise to such determination shall
no longer exist. If the Administrative Agent or the Required Lenders shall determine that it is unlawful to maintain any Loans at the
LIBOR Rate and/or the Daily LIBOR Rate, the Borrower shall immediately convert all outstanding Adjusted LIBOR Rate Borrowings and/or
Adjusted Daily LIBOR Borrowings, as applicable, to Adjusted Base Rate Borrowings or pay to the Administrative Agent for the benefit of
the Lenders the aggregate principal amount of all affected Loans then outstanding at the LIBOR Rate or Daily LIBOR Rate, together with
accrued interest and related Credit Party Expenses.


 


2.07.5.
Termination Of Right To Elect LIBOR Borrowings. Notwithstanding anything to the contrary set forth in this Agreement, and without
limiting any other rights and remedies of the Lenders, the Required Lenders during any continuing Default or Event of Default may suspend
the right of the Borrowers to elect any new LIBOR Borrowing or to convert any Adjusted Base Rate Borrowing into a LIBOR Borrowing, to
permit any LIBOR Borrowing at the Adjusted LIBOR Rate to be renewed as a LIBOR Borrowing, or to permit any LIBOR Borrowing at the Adjusted
Daily LIBOR Rate to continue as a LIBOR Borrowing, in which case, all LIBOR Borrowings, other than LIBOR Borrowings at the Adjusted Daily
LIBOR Rate, shall be converted on the last days of the respective Interest Periods therefor or continued, as the case may be, as Adjusted
Base Rate Borrowings, and all LIBOR Borrowings at the Adjusted Daily LIBOR Rate shall be converted to Adjusted Base Rate Borrowings on
the date selected by the Required Lenders.


 




    	77



     


    

 


2.07.6.
Calculation Of Interest. Interest shall be calculated upon Adjusted Base Borrowings on the basis of a 365 or 366 days per year
factor applied to the actual days on which there exists an unpaid balance of the Adjusted Base Rate Borrowings. Interest shall be calculated
upon LIBOR Borrowing on the basis of a 360 day per year factor applied to the actual days on which there exists an unpaid balance of
the LIBOR Borrowing.


 


2.07.7.
Default Interest.


 


(a)
During the existence an Event of Default under Sections 7.01.1, 7.01.7 or 7.01.8, automatically and without the requirement of any notice,
and at the request of the Administrative Agent or the Required Lenders during the existence of any other Event of Default, the principal
amount of all Loans outstanding, Reimbursement Obligations and all fees and other Obligations owed hereunder, including, to the extent
permitted by applicable law, any interest payments on the Loans, shall thereafter bear interest (including post-petition interest in
any proceeding under the Debtor Relief Laws or other applicable bankruptcy laws) payable on demand at the applicable Default Rate; provided,
in the case of Loans accruing interest at the LIBOR Rate, upon the expiration of the Interest Period in effect at the time any such increase
in interest rate is effective such Loans shall thereupon accrue interest at the Base Rate and shall thereafter bear interest payable
upon demand at the Default Rate. Payment or acceptance of the increased rates of interest provided for in this Section 2.07.7 is not
a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any
rights or remedies of Administrative Agent or any Lender. Imposition of the Default Rate may, at the election of the Required Lenders,
be applied retroactively to the date of the occurrence of the Event of Default.


 


(b)
Without limiting any other rights and remedies available to the Lender Parties by this Agreement or applicable Laws, accrued and unpaid
interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


2.07.8.
Maximum Rate Of Interest. Any provision contained in the Credit Documents to the contrary notwithstanding, the Lenders shall not
be entitled to receive or collect, nor shall the Borrowers be obligated to pay, interest, fees, or charges thereunder in excess of the
maximum rate of interest permitted by any applicable Law, and if any provision of this Agreement, the Notes or any of the other Credit
Documents is construed or held by any court of law or Governmental Authority having jurisdiction to permit or require the charging, collection
or payment of any amount of interest in excess of that permitted by such Laws, the provisions of this Section shall control and shall
override any contrary or inconsistent provision. The intention of the parties is to at all times conform strictly with all applicable
usury requirements and other Laws limiting the maximum rates of interest which may be lawfully charged upon the Loans. The interest to
be paid pursuant to the Notes shall be held subject to reduction to the amount allowed under said usury or other Laws as now or hereafter
construed by the courts having jurisdiction, and any sums of money paid in excess of the interest rate allowed by applicable Law shall
be applied in reduction of the principal amount owing pursuant to the Notes.


 


2.07.9.
Late Payment Charges. Any payment of principal, interest or fees due upon any of the Loans (including any final payment) which
is received by the Administrative Agent more than fifteen (15) calendar days after its due date shall incur a late payment charge equal
to five percent (5%) of the amount of the payment due, which charge shall be immediately due and payable. The existence of the right
by the Lenders to receive a late payment charge shall not be deemed to constitute a grace period or provide any right to the Borrowers
to make a payment other than on such payment’s scheduled due date.


 




    	78



     


    

 


2.07.10.
Effect of Benchmark Transition Event.


 


(a)
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition
Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time
in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause
(1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will
replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark
settings, without any amendment or further action or consent of any other party hereto or to any other Credit Document, and (y) if a
Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark
Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in
respect of any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is
provided to the Lenders, without any amendment or further action or consent of any other party hereto or to any other Credit Document,
so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders
comprising the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred
by the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated
in this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related
to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”.


 


The
parties hereto acknowledge that a Benchmark Transition Event has occurred with respect to LIBOR with the public announcements on March
5, 2021, by the ICE Benchmark Administration (IBA) and the U.K. Financial Conduct Authority (FCA), that the IBA will permanently cease
to publish all remaining tenors of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated to be June
30, 2023.


 


(b)
Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement,
the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding
anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes
will become effective without any further action or consent of the Borrowers or any other party hereto or to any other Credit Documents.
The Administrative Agent shall not be liable to any party hereto for any Benchmark Replacement Conforming Changes it makes in good faith.


 


(c)
Notices; Standards for Decisions and Determinations. The Administrative Agent will provide notification to the Borrower Representative
(which may at the Administrative Agent’s discretion be electronic, part of a billing statement, a general notice to customers or
other communication) and the Lenders of the implementation of any Benchmark Replacement and the effectiveness of any Benchmark Replacement
Conforming Changes within a reasonable time prior to such implementation and effectiveness, as applicable. Any determination, decision
or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section,
including, without limitation, any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of
an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding
on all parties hereto absent manifest error, and may be made in its or their sole discretion and without consent from any other party
hereto or to any other Credit Document, except, in each case, as expressly required pursuant to this Section and shall not be a basis
of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually by each party hereto.


 




    	79



     


    

 


(d)
Unavailability of Tenor or Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement),
(i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR), then the Administrative Agent may remove any tenor that
is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate
any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.


 


(e)
Benchmark Unavailability Period. Upon the Borrower Representative’s receipt of notice of the commencement of a Benchmark
Unavailability Period, the Borrower Representative may revoke (as applicable) any request for a LIBOR Borrowing or, conversion to or
continuation of LIBOR Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the
Borrowers will be deemed to have converted any such request into a request for a borrowing of or conversion to a loan that shall accrue
interest at the Base Rate. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not
an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of the Base Rate.


 


2.07.11.
Disclosure Regarding the Availability of LIBOR. Each of the Borrowers acknowledges and understands that (i) (USD) LIBOR is established,
issued and regulated by third parties, and that its continuing existence and ongoing viability as a source and basis for establishing
contractual interest rates is entirely outside the control of M&T Bank, (ii) regulatory agencies in the United States and worldwide
have advised that LIBOR may be discontinued after 2021, or possibly sooner, (iii) in order to address the possibility of LIBOR discontinuance,
the terms of any Loans or proposed loan(s) referenced herein may include provisions (modeled after recommendations issued by the Federal
Reserve’s Alternative Reference Rates Committee, or otherwise) that contemplate the replacement of LIBOR as a basis for establishing
the applicable interest rate for such loans, and (iv) should the actual discontinuance of LIBOR occur, any replacement index may be materially
different than LIBOR, and necessitate substantive changes (arising from such differences) to the manner in which the applicable interest
rate for the proposed loan(s) is calculated and applied. Notwithstanding the above, each of the Borrowers have knowingly and voluntarily
requested and/or accepted a LIBOR pricing proposal from M&T Bank, accepting any inherent risks associated with the utilization and
any subsequent discontinuance of LIBOR, and hereby waives any claims or defenses against the Bank in connection therewith.


 


Section
2.08. Pro Rata Treatment And Payments.


 


2.08.1.
Distribution Of Payments To Lenders. Except as otherwise expressly provided to the contrary by the terms of this Agreement, all
payments (including prepayments) to be made by the Borrowers in respect of a Class hereunder, whether on account of principal, interest,
fees or otherwise shall be made without set-off or counterclaim and shall be made prior to 12:00 Noon on the due date thereof to the
Administrative Agent for the accounts of the Lenders in such Class at the Administrative Agent’s offices in Buffalo, New York in
Dollars and in immediately available funds. The Administrative Agent shall promptly distribute to each Lender in such Class by wire transfer
such Lender’s pro rata share of each of such payments in like funds as received for such Class. The Administrative Agent
may assume that the Borrowers have made such payments on the applicable date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or to the Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact
made such payments, then each of the Lenders or the Issuing Bank, 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 Issuing Bank, 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 or a rate determined by the Administrative Agent in accordance with banking industry
customs and rules on interbank compensation.


 




    	80



     


    

 


2.08.2.
Funding Of Loans. The Lenders agree that the Administrative Agent may assume that each Lender will fund timely its pro rata
portion of each borrowing requested by the Borrowers in accordance with the terms of this Agreement and that the Administrative Agent
may, in reliance upon such assumption, make available to the Borrowers 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 the Borrowers 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 or a rate determined by the Administrative
Agent in accordance with banking industry customs and 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 Adjusted Base Rate Borrowings. 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 share included in the subject 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.


 


2.08.3.
Ratable Sharing. Except to the extent otherwise provided herein: (a) each Borrowing from the Revolving Credit Lenders under Section
2.03 shall be made from the Revolving Credit Lenders, each payment of the fees under Section 2.03.5 shall be made for the account of
the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.03.6
shall be applied to the respective Revolving Credit Commitments of the Revolving Credit Lenders, pro rata according to the amounts of
their respective Revolving Credit Commitments; (b) each payment or prepayment of principal of Revolving Credit Loans shall be made for
the account of the Revolving Credit Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Credit
Loans held by them, provided that, subject to Section 2.14, if immediately prior to giving effect to any such payment in respect of any
Revolving Credit Loans the outstanding principal amount of the Revolving Credit Loans shall not be held by the Revolving Credit Lenders
pro rata in accordance with their respective Revolving Credit Commitments in effect at the time such Revolving Credit Loans were made,
then such payment shall be applied to the Revolving Credit Loans in such manner as shall result, as nearly as is practicable, in the
outstanding principal amount of the Revolving Credit Loans being held by the Revolving Credit Lenders pro rata in accordance with such
respective Revolving Credit Commitments; (c) each Borrowing from the Floor Plan Lenders under Sections 2.01 shall be made from the Floor
Plan Lenders and each termination or reduction of the amount of the Floor Plan Commitments shall be applied to the respective Floor Plan
Commitments of the Floor Plan Lenders, pro rata according to the amounts of their respective Floor Plan Commitments; (d) each payment
or prepayment of principal of any Floor Plan Loans shall be made for the account of the Floor Plan Lenders, pro rata in accordance with
the respective unpaid principal amounts of Floor Plan Loans held by them; (e) each payment of interest on any Floor Plan Loans shall
be made for the account of the Floor Plan Lenders, pro rata in accordance with the amounts of interest on Floor Plan Loans, then due
and payable to the respective Floor Plan Lenders; (f) the conversion and continuation of Revolving Credit Loans (other than conversions
provided for by Sections 2.07.4) shall be made pro rata among the Revolving Credit Lenders, according to the amounts of their respective
Revolving Credit Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type and Class
shall be coterminous and (g) the Revolving Credit Lenders’ participation in, and payment obligations in respect of, Swingline Loans
under Section 2.04, shall be in accordance with their respective Applicable Percentages for Revolving Credit Commitments; (i) the Revolving
Credit Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.05, shall be in accordance
with their respective Applicable Percentages for Revolving Credit Commitments; (j) each payment or prepayment of principal of any Class
of Term Loans or any Class of Mortgage Loans shall be made for the account of the Term Loan Lenders or Mortgage Loan Lenders of such
Class, pro rata in accordance with the respective unpaid principal amounts of such Class of Term Loans or Mortgage Loans held by them;
(k) each payment of interest on any Class of Term Loans or Mortgage Loans shall be made for the account of the Lenders of such Class,
pro rata in accordance with the amounts of interest on such Class of Loans, then due and payable to the respective Lenders of such Class;
and (l) the conversion and continuation of Term Loans or Mortgage Loans of a particular Type and Class (other than conversions provided
for by Sections 2.07.4) shall be made pro rata among the Term Loan Lenders or Mortgage Lenders of such Class, according to the amounts
of their respective Term Loans or Mortgage Loans of such Class, and the then current Interest Period for each Lender’s portion
of each such Loan of such Type and Class shall be coterminous. All payments of principal, interest, fees and other amounts in respect
of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired a participating
interest in any such Swingline Loan pursuant to Section 2.04.1(d), in which case such payments shall be pro rata in accordance with such
participating interests).


 




    	81



     


    

 


2.08.4.
Setoffs, Counterclaims, Other Payments. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swingline
Loans held by it resulting in such Lender receiving payment greater than its pro rata share thereof as provided herein, then the
Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value
in Dollars) participations in the Loans and participations in the L/C Obligations and Swingline Loans 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 principal of and accrued interest on their respective Loans and other amounts owing them, provided
that:


 


(i)
if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
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 the Borrowers 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) or (B)
any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations
in L/C Obligations or Swingline Loans to any assignee or participant, other than to the Borrowers or any Subsidiaries 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.


 


Section
2.09. Application Of Payments. Except as expressly required to the contrary by the terms of this Agreement, all payments received
upon the Loans may be applied first to Credit Party Expenses, next to late payment charges, then to accrued interest and the unpaid principal
balances of the Loans, or in such other order as elected by the Required Lenders.


 




    	82



     


    

 


Section
2.10. Increased Costs.


 


2.10.1.
Increased Costs Generally. If any Change In Law shall:


 


(a)
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected
in the Adjusted LIBOR Rate) or the Issuing Bank;


 


(b)
subject any Recipient to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (iii) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(c)
impose on any Lender or the Issuing Bank or the London Interbank Market any other condition, cost or expense affecting this Agreement
or any LIBOR Borrowing made by such Lender or any Letter of Credit or participation therein;


 


and
the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Bank, or such other Recipient of making,
converting to or continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost
to such Lender, the Issuing Bank, or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining
its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such
Lender, the Issuing Bank, or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon the request
of such Lender, the Issuing Bank, or such other Recipient, the Borrowers agree to pay to such Lender, the Issuing Bank, or such other
Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank, or such other Recipient,
as the case may be, for such additional costs incurred or reduction suffered.


 


2.10.2.
Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or the Issuing
Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital
or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s
capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement,
the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender,
or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s
or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect
to capital adequacy), then from time to time the Borrowers agree to pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
company for any such reduction suffered.


 


2.10.3.
Certificate for Reimbursement. A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to
compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in this Section 2.10 and delivered
to the Borrowers shall be conclusive absent manifest error. The Borrowers promise to pay such Lender or the Issuing Bank, as the case
may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


2.10.4.
Delay in Requests. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section
shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation, provided that
the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred
or reductions suffered more than twelve (12) months prior to the date that such Lender or the Issuing Bank, as the case may be, notifies
the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s
intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive,
then the twelve (12) month period referred to above shall be extended to include the period of retroactive effect thereof).


 




    	83



     


    

 


Section
2.11. Taxes.


 


2.11.1.
Defined Terms. For purposes of this Section, the term “Lender” includes any Issuing Bank and the term “applicable
Law” includes FATCA.


 


2.11.2.
Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Credit Document shall
be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in
the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment
by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely
pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is
an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or
withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable
Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


2.11.3.
Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance
with applicable Laws, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


2.11.4.
Indemnification. The Loan Parties shall indemnify each Recipient, 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) payable
or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any 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 Borrowers by a Recipient (with a
copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive
absent manifest error.


 


2.11.5.
Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand
therefor, for (a) any Indemnified Taxes attributable to such Lender (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), (b) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 10.03 relating to the maintenance of a Participant
Register and (c) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in
connection with any Credit 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 hereby authorizes
the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise
payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this
Section 2.11.5.


 




    	84



     


    

 


2.11.6.
Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant
to this Section, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.


 


2.11.7.
Status of Lenders.


 


(a)
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document
shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrowers 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 Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested
by the Borrowers or the Administrative Agent as will enable the Borrowers 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 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.


 


(b)
Without limiting the generality of the foregoing, in the event that the Borrowers are U.S. Borrowers,


 


(i)
any Lender that is a U.S. Person shall deliver to the Borrowers 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 Borrowers or the Administrative
Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(ii)
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers 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 Borrowers or the Administrative Agent), whichever
of the following is applicable:


 


(A)
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 Credit Document, executed copies of IRS Form W-8BEN or W-8BEN-E, 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 Credit Document, IRS Form W-8BEN or W-8BEN-E, 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;


 


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


 




    	85



     


    

 


(C)
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 J-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 the Borrowers 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-8BEN or W-8BEN-E, as applicable; or


 


(D)
to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form
W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-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 J-4 on behalf of each such direct and indirect
partner;


 


(iii)
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers 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 Borrowers 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 Borrowers or
the Administrative Agent to determine the withholding or deduction required to be made; and


 


(iv)
if a payment made to a Lender under any Credit 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 Borrowers and the Administrative Agent at the time or times prescribed by
Law and at such time or times reasonably requested by the Borrowers 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 Borrowers
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 (iv), “FATCA” shall include any amendments made to FATCA
after the date of this Agreement.


 


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


 


2.11.8.
Treatment of Certain Refunds. If any party 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 pursuant to Section 2.11 of this Agreement (including by the payment of additional
amounts pursuant to Section 2.11), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount
paid over pursuant to this Section 2.11.8 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to
the contrary in this Section 2.11.8, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant
to this Section 2.11.8 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified
party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amount with respect to such Tax had never been paid. This Section shall not be
construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it
deems confidential) to the indemnifying party or any other Person.


 




    	86



     


    

 


2.11.9.
Survival. Each party’s obligations under this Section 2.11 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Credit Document.


 


Section
2.12. Mitigation Obligations; Replacement of Lenders.


 


2.12.1.
Designation of a Different Lending Office. If any Lender requests compensation under Section 2.10, or requires the Borrowers to
pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.11, then such Lender shall (at the request of the Borrowers) use reasonable efforts to designate a different lending office
for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates,
if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.10 or 2.11, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.


 


2.12.2.
Replacement of Lenders. If any Lender requests compensation under Section 2.10, or if the Borrowers are required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.11 and, in
each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.12.1, or if any
Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to
the restrictions contained in, and consents required by, Section 10.02), all of its interests, rights (other than its existing rights
to payments pursuant to Section 2.10 or Section 2.11) and obligations under this Agreement and the related Credit Documents to an Eligible
Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided
that:


 


(a)
the Borrowers shall have paid to the Administrative Agent the administrative fee (if any) specified in Section 10.02;


 


(b)
such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including
any amounts under Section 2.07.3) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrowers (in the case of all other amounts);


 




    	87



     


    

 


(c)
in the case of any such assignment resulting from a claim for compensation under Section 2.10 or payments required to be made pursuant
to Section 2.11, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)
such assignment does not conflict with applicable Laws; and


 


(e)
in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


Section
2.13. Certain Credit Support Events. Upon the request of the Administrative Agent or the Issuing Bank (a) if the Issuing Bank has honored
any full or partial drawing request under any Letter of Credit and such drawing has resulted in a Reimbursement Obligation, or (b) if,
as of the L/C Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately
Cash Collateralize the then Outstanding Amount of all L/C Obligations.


 


Section
2.14. Defaulting Lenders.


 


2.14.1.
Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting
Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Laws:


 


(a)
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 definition of Required Lenders, Required Revolving Credit Lenders and Required
Floor Plan Lenders.


 


(b)
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 8 or otherwise) or received by
the Administrative Agent from a Defaulting Lender pursuant to Section 10.07 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 any Issuing
Bank to M&T Bank as the provider of the M&T Advances hereunder or Swingline Lender hereunder; third, to Cash Collateralize
the Issuing Bank’s Fronting Exposure or M&T Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance
with Section 2.14; fourth, as the Borrowers 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 Borrowers, to be held in a deposit account
and released pro rata in order to (i) satisfy such Defaulting Lender’s potential future funding obligations with respect
to Loans under this Agreement and (ii) Cash Collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting
Lender with respect to future Letters of Credit issued under this Agreement and future M&T Advances, in accordance with Section 2.13;
sixth, to the payment of any amounts owing to M&T Bank as the provider of the M&T Advances hereunder, the Lenders, the
Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by M&T Bank as the provider
of the M&T Advances hereunder, any Lender, the Issuing Banks or Swingline Lenders 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 the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the
Borrowers 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 Disbursements 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 Disbursements 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 Disbursements
owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in M&T Advances, L/C Obligations
and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the Applicable Credit Facility without
giving effect to Section 2.14.1(d). 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 Section 2.14.1(e) shall be deemed paid to
and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 




    	88



     


    

 


(c)
Certain Fees.


 


(i)
No Defaulting Lender shall be entitled to receive a Floor Plan Unused Commitment Fee or a Revolving Credit Unused Commitment Fee for
any period during which that Lender is a Defaulting Lender.


 


(ii)
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 limited extent allocable to its Revolving Credit Commitment Percentage of the stated amount of Letters of Credit for which
it has provided Cash Collateral pursuant to Section 2.14.1(e).


 


(iii)
With respect to any Floor Plan Unused Commitment Fee, Revolving Credit Unused Commitment Fee, or Letter of Credit Fee not required to
be paid to any Defaulting Lender pursuant to clauses (i) or (ii) above, the Borrowers shall (x) pay to each Non-Defaulting Lender that
portion of any such fee otherwise payable to such Defaulting Lender that has been reallocated to such Non-Defaulting Lender pursuant
to clause (d) below, (y) pay to the Issuing Bank and the Swingline Lender, as applicable, the amount of any such fee otherwise payable
to such Defaulting Lender to the extent allocable to such Issuing Bank’s or Swingline Lender’s Fronting Exposure to such
Defaulting Lender, and (z) not be required to pay the remaining amount of any such fees.


 


(d)
Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in
(a) M&T Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Floor Plan Loan Commitment
Percentages (calculated without regard to such Defaulting Lender’s Floor Plan Loan Commitments) but only to the extent that such
reallocation does not cause the aggregate Outstanding Amount of the Floor Plan Loan of any Non-Defaulting Lender to exceed such Non-Defaulting
Lender’s Floor Plan Loan Commitment and (b) in the case of a Defaulting Lender that is a Revolving Credit Lender, all or any part
of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting
Lenders that are Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages, determined without
regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that such reallocation does not cause the
aggregate Revolving Credit Exposure of any such Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment.
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. Operation of the allocations provided in Section 2.14 above shall not
be deemed to result in a default of any Borrower’s obligations to a Defaulting Lender under this Agreement or any other Credit
Document.


 




    	89



     


    

 


(e)
Cash Collateral, Repayment of Swingline Loans and M&T Advances.


 


(i)
If the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrowers
of the applicable Class shall, without prejudice to any right or remedy available to them hereunder or under law, (I) in respect of the
Revolving Credit Facility, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and
(y) second, Cash Collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in this subsection
and (II) in respect of the Floor Plan Facility, prepay the M&T Advances in an amount equal to M&T Bank’s Fronting Exposure
as the lender of M&T Advances.


 


(ii)
At any time that there shall exist a Revolving Credit Lender that is a Defaulting Lender, within one (1) Business Day following the written
request of the Administrative Agent or the Issuing Bank (with a copy to the Administrative Agent), the Revolving Credit Borrowers shall
Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect
to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the
aggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time.


 


(iii)
All Cash Collateral (other than credit support not constituting funds subject to deposit) provided under Section 2.14 shall be maintained
in blocked, non-interest bearing deposit accounts maintained at M&T Bank. The Revolving Credit Borrowers, and to the extent provided
by any Defaulting Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the Issuing Bank, and
agree to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation
to fund participations in respect of Letter of Credit Liabilities, to be applied pursuant to the immediately following clause (iv). The
Floor Plan Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant to the Administrative
Agent, for the benefit of the Administrative Agent and M&T Bank as the lender of M&T Advances, and agree to maintain, a first
priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations
in respect of M&T Advances, to be applied pursuant to the immediately following clause (iv). If at any time the Administrative Agent
determines that Cash Collateral in the Cash Collateral Account is subject to any right or claim of any Person other than the Administrative
Agent, M&T Bank as lender of M&T Advances and the Issuing Bank as herein provided, or that the total amount of such Cash Collateral
is less than the aggregate Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time
and of M&T Bank as lender of M&T Advances, the Revolving Credit Borrowers and/or Floor Plan Borrowers, as applicable, 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 (after giving effect to any Cash Collateral provided by the Defaulting Lender).


 


(iv)
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.14 in respect of
Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect
of Letter of Credit Liabilities (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation)
for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.14 in respect of
M&T Advances shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of
M&T Advances (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which
the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.


 




    	90



     


    

 


(v)
Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be
required to be held as Cash Collateral pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure
(including by the termination of Defaulting Lender status of the applicable Revolving Credit Lender), or (y) the determination by the
Administrative Agent and the Issuing Bank that there exists excess Cash Collateral; provided that, subject to the immediately
preceding subsection (b), the Person providing Cash Collateral and the Issuing Bank may (but shall not be obligated to) agree that Cash
Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided further that to the
extent that such Cash Collateral was provided by a Revolving Credit Borrower, such Cash Collateral shall remain subject to the security
interest granted pursuant to the Credit Documents. Cash Collateral (or the appropriate portion thereof) provided to reduce M&T Bank’s
Fronting Exposure in respect of M&T Advances shall no longer be required to be held as Cash Collateral pursuant to this subsection
following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable
Floor Plan Lender), or (y) the determination by the Administrative Agent and M&T Bank as the lender of M&T Advances, that there
exists excess Cash Collateral; provided that, subject to the immediately preceding subsection (b), the Person providing Cash Collateral
and M&T Bank as the lender of M&T Advances, may (but shall not be obligated to) agree that Cash Collateral shall be held to support
future anticipated Fronting Exposure or other obligations and provided further that to the extent that such Cash Collateral was
provided by a Floor Plan Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Credit
Documents.


 


2.14.2.
Defaulting Lender Cure. If the Borrower Representative, the Administrative Agent, Issuing Bank, Swingline Lender and M&T Advance
Lender as the provider of the M&T Advances each 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, as applicable, (i) the M&T Advances and funded and unfunded participations in M&T Advances to be held
pro rata by the Floor Plan Lenders in accordance with their respective Floor Plan Commitment Percentages (determined without giving effect
to Section 2.14.1(d)), (ii) the funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the
Revolving Credit Lenders in accordance with their Revolving Credit Commitment Percentages (determined without giving effect to the immediately
preceding subsection Section 2.14.1(d)) and (iii) the Loans of each Class to be held by the Lenders of such Class pro rata as if there
had been no Defaulting Lenders of such Class, 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 having been a Defaulting Lender.


 


2.14.3.
New Swingline Loans/Letters of Credit/M&T Advances. Without limiting the discretion of the M&T Advance Lender whether
or not to make a M&T Advance (as set forth in Section 2.02.1), so long as any Lender (other than M&T Advance Lender or any of
its Affiliates) under the Floor Plan Facility is a Defaulting Lender, M&T Advance Lender shall not be required to fund any M&T
Advance. So long as any Lender is a Defaulting Lender, (a) the Swingline Lender shall not be required to fund any Swingline Loans unless
it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (b) the Issuing Bank shall not
be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after
giving effect thereto.


 


Section
2.15. Fees. The Borrowers promise to pay to M&T Bank for M&T Bank’s own account such fees as are required by the
terms of the Fee Letter.


 




    	91



     


    

 


Section
2.16. Payments. All payments received by the Credit Parties which are to be applied to reduce the Obligations shall be provisional
and shall not be considered final unless and until such payment is not subject to avoidance under any provision of the Bankruptcy Code,
as amended, including Sections 547 and 550, or any other Debtor Relief Law. If any payment is avoided or set aside under any provision
of the Bankruptcy Code, including Sections 547 and 550 thereof, or any other Debtor Relief Law, the payment shall be considered not to
have been made for all purposes of this Agreement and the Credit Parties shall adjust their respective records to reflect the fact that
the avoided payment was not made and has not been credited against the Obligations.


 


Section
2.17. Advancements. If the Borrowers or any other Loan Party fail to perform any of their respective agreements or covenants contained
in the Credit Documents or if the Borrowers or any other Loan Party fails to protect or preserve the Collateral or any other security
for the Obligations or the status and priority of the Liens of the Credit Parties in the Collateral or in any other security for the
Obligations, the Administrative Agent for the account of the Lenders may make advances to perform the same on behalf of the Borrowers
or other Loan Party to protect or preserve the Collateral or any other security for the Obligations or the status and priority of the
Liens of the Credit Parties in the Collateral or in any other security for the Obligations, and all sums so advanced shall immediately
upon such advance become secured by the Liens granted in the Credit Documents and any other security for the Obligations, and shall become
part of the principal amount owed to the Lenders with interest to be assessed at the Default Rate. The Borrowers promise to repay on
demand all sums so advanced on the Borrowers’ behalf, plus all expenses or costs incurred by the Administrative Agent, on account
of the Lenders, including reasonable legal fees, with interest thereon. The provisions of this Section shall not be construed to prevent
the institution of the rights and remedies of the Administrative Agent upon the occurrence of an Event of Default. The authorization
contained in this Section is not intended to impose any duty or obligation on the Administrative Agent or any other Credit Party to perform
any action or make any advancement on behalf of the Borrowers and is intended to be for the sole benefit and protection of the Credit
Parties.


 


Section
2.18. Co-Borrower Provisions.


 


2.18.1.
Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated and appointed
by each of the other Borrowers as its representative and agent on its behalf (the “Borrower Representative”) and (ii)
accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and
acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates
including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive
all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect
of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Documents. The Administrative Agent and each Lender
may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication
from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative
shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to
the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot
be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may
regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication
from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall
be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the
same extent as if the same had been made directly by such Borrower.


 




    	92



     


    

 


2.18.2.
Subordination. Each Borrower hereby subordinates all Intercompany Indebtedness that it may have from or against any other Borrower
or other Loan Party, and any successor or assign of any other Borrower or other Loan Party, including, without limitation, any trustee,
receiver or debtor-in-possession, howsoever arising, due or owing and whether heretofore, now or hereafter existing, to all of the Obligations
of the other Borrower or the other Loan Parties owed to the Credit Parties.


 


2.18.3.
Postponement of Subrogation. Until all of the Obligations are paid in full, no Borrower shall have any right of subrogation, reimbursement
or indemnity whatsoever, nor any right of recourse to security for any of the Obligations, and nothing shall discharge or satisfy the
liability of a Borrower hereunder, until the full, final and absolute payment and performance of all of the Obligations at any time after
all Commitments of the Lenders under this Agreement are terminated. All present and future debts and obligations of each Borrower to
any other Loan Party are hereby waived and postponed in favor of and subordinated to the full payment and performance of all present
and future Obligations.


 


2.18.4.
No Discharge. No Obligation of any Borrower or other Loan Party shall be affected, discharged or impaired by any of the following:
(a) bankruptcy, disability, dissolution, incompetence, death, insolvency, liquidation, or reorganization of any other Borrower or any
Loan Party; (b) any defense of any other Borrower or Loan Party to payment or performance of any or all of the Obligations or enforcement
of any or all rights of the Administrative Agent and the Lenders in the Collateral; (c) discharge, modification of the terms of, reduction
in the amount of, or stay of enforcement of any or all liens and encumbrances in the Collateral or any or all Obligations in any bankruptcy,
insolvency, reorganization, or other legal proceeding or by application of any applicable Laws; (d) any claim or dispute by any other
Borrower or other Loan Party concerning the occurrence of an Event of Default, performance of any Obligations, or any other matter; (e)
any waiver or modification of any provision of the Credit Documents that affects any other Borrower or other Loan Party, whether or not
such waiver or modification affects all Borrowers and/or all Loan Parties; (f) the cessation of liability, release or discharge of any
other Borrower or any other Loan Party or other obligor for any reason; (g) the perfection or failure to perfect, release or discharge
of any Collateral or other security; (h) the exercise or failure to exercise any rights or remedies pursuant to the Credit Documents
by the Administrative Agent or the Required Lenders or any election of remedies by the Administrative Agent or the Required Lenders;
(i) any invalidity, irregularity or unenforceability in whole or in part of any of the Credit Documents or any limitation of the liability
of any Borrower or any other Loan Party under the Credit Documents, including any claim that the Credit Documents were not duly authorized,
executed, or delivered on behalf of any Borrower or any other Loan Party; (j) any other acts or omissions by the Administrative Agent
or any Lender that result in or could result in the release or discharge of any other Borrower or any other Loan Party; or (k) the occurrence
of any other event or the existence of any other condition that by operation of law or otherwise could result in the release or discharge
of a surety, guarantor, or other persons secondarily liable on an obligation.


 


2.18.5.
Waivers. Each Borrower unconditionally waives: (a) any requirement that the Administrative Agent or the Required Lenders first
make demand upon, or seek to enforce or exhaust remedies against any (i) other Borrower or any other Loan Party; (ii) the Collateral
or other property of any Borrower or any other Loan Party; or (iii) other Person, before demanding payment from or seeking to enforce
the Obligations against such Borrower; (b) any requirement of applicable Law that might operate to limit any Borrower’s liability
under, or the enforcement of, the Obligations; (c) diligence, presentment, protest, demand for performance, notice of acceptance, notice
of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension,
renewal, alteration or amendment, notice of acceptance of the Credit Documents, notice of default under any of the Credit Documents (except
as provided in the Credit Documents), and all other notices whatsoever, except for notices specifically required pursuant to other provisions
of the Credit Documents; (d) any obligation of the Administrative Agent or any Lender to provide any Borrower any information, including
any information concerning any other Borrower or any other Loan Party or any Collateral; and (e) any other claim or defense that otherwise
would be available based on principles of suretyship or guarantee or otherwise governing secondary obligations.


 




    	93



     


    

 


2.18.6.
Cross-Guaranty; Joint and Several Liability of Co-Borrowers.


 


(a)
Floor Plan Borrowers. Each Floor Plan Borrower shall be jointly and severally liable as a primary obligor, and not merely as surety,
for any and all Floor Plan Loans and Obligations under and in connection with the Floor Plan Facility and now or hereafter owed to the
Administrative Agent, M&T Advance Lender, in its capacity as a lender of the M&T Advances, and the Floor Plan Lenders, in each
case, whether voluntary or involuntary and however arising, whether direct or acquired by any Floor Plan Lender by assignment or succession,
whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined.


 


(b)
Revolving Credit Borrowers. Each Revolving Credit Borrower shall be jointly and severally liable as a primary obligor, and not
merely as surety, for any and all Revolving Credit Loans and Obligations under and in connection with the Revolving Credit Facility and
now or hereafter owed to the Administrative Agent, the Swingline Lender, the Issuing Bank, and the Revolving Credit Lenders, in each
case, whether voluntary or involuntary and however arising, whether direct or acquired by any Revolving Credit Lender by assignment or
succession, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined.


 


(c)
Benefit to Each Borrower. Each Borrower represents and warrants to and covenants with the Lenders that (i) the Borrowers are engaged
in operations that require financing on a joint basis and, accordingly, each Borrower will materially benefit, directly or indirectly,
from the extension of the Loans by the Lenders; (ii) the Loans have been offered to the applicable Borrowers on the basis set forth in
this Agreement and would not be available to the Borrowers on an individual basis without the credit support of the other Loan Parties
on the terms and conditions stated herein; (iii) the benefits received by each Borrower are reasonably equivalent to the obligations
undertaken by such Borrower and (iv) the delivery of funds to any Borrower in connection with the Loans under this Agreement shall constitute
valuable consideration and reasonably equivalent value to all Borrowers.


 


(d)
Cross-Guaranty. Each Borrower guarantees to the Credit Parties the payment in full of all of the Obligations owned by each of
the other Borrowers and further guarantees the due performance by each of the other Borrowers of its respective duties and covenants
made in favor of the Credit Parties in this Agreement and in the other Credit Documents. Each Borrower agrees that neither this cross
guaranty nor the joint and several liability of the Borrowers provided in this Agreement nor the Credit Parties’ liens and rights
in any of the Collateral shall be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement
to which the parties hereto may hereafter agree, nor by any modification, release or other alteration of any of the rights of the Credit
Parties with respect to any of the Collateral, nor by any delay, extension of time, renewal, compromise or other indulgence granted by
the Administrative Agent or the Lenders with respect to any of the Obligations, nor by any other agreements or arrangements whatever
with the other Borrowers or with any other Person, each Borrower hereby waiving all notice of any such delay, extension, release, substitution,
renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectively as if it had expressly agreed
thereto in advance. Except as may be expressly stated in this Agreement to the contrary, the liability of each Borrower hereunder is
direct and unconditional as to all of the Obligations (except as may be expressly stated in this Agreement to the contrary), and may
be enforced without requiring the Credit Parties first to resort to any other right, remedy or security.


 




    	94



     


    

 


2.18.7.
Obligations Among Loan Parties. Obligations Among Loan Parties. WITHOUT LIMITATION OF THE FOREGOING, EACH BORROWER SHALL BE JOINTLY
AND SEVERALLY LIABLE TO THE ADMINISTRATIVE AGENT, ISSUING BANK, SWINGLINE LENDER, M&T ADVANCE LENDER AND THE OTHER LENDER PARTIES,
IN EACH CASE, SOLELY TO THE EXTENT EXPRESSLY SET FORTH IN SECTION 2.18.6 AND, IN EACH SUCH CASE, WITHOUT REGARD TO ANY ALLOCATION OF
LOSSES AND LIABILITIES PURSUANT TO THIS SUBSECTION OR OTHERWISE AND, IN CONNECTION THEREWITH, EACH BORROWER HAS EXPRESSLY ASSUMED THE
RISK THAT SUCH BORROWER’S ACTUAL LIABILITY MAY EXCEED SUCH BORROWER’S PRO RATA SHARE AND THAT OVERPAYMENTS MAY NOT
ACTUALLY BE REIMBURSED OR INDEMNIFIED. Subject to the foregoing, the Borrowers agree that the provisions of this subsection are intended
to provide for an allocation of the Obligations among Borrowers of each Class. Accordingly, as among the Borrowers of each Class, if
any Borrower under such Class (the “Overpaying Borrower”) pays (whether directly or by application of Collateral),
or is otherwise held liable for, Loans and related Obligations in connection with Loans under the Applicable Credit Facility, in each
case, in excess of its pro rata share for the Overpaying Borrower, the other Borrowers under such Applicable Credit Facility will pay
the amount of such excess to the Overpaying Borrower and will indemnify the Overpaying Borrower for, from and against any claims, damages,
loss or liability arising from or related to such overpayment. The value to each Borrower of the rights and claims against the other
applicable Borrowers provided above under this Section 2.18.7 is intended, to the extent permitted under applicable Law, to prevent any
Borrower from being rendered “insolvent” solely by virtue of the joint and several liability it may be subject to under Section
2.18.7. The rights and obligations among Borrowers pursuant to this subsection shall survive the payment and performance of the Obligations.


 


Section
2.19. Swap Obligations; Keepwell. Notwithstanding anything to the contrary contained in this Agreement or any of the other Credit
Documents, Swap Obligations of any Loan Party that is not an Eligible Contract Participant shall not include any Excluded Swap Liabilities;
provided however, to the extent that a Loan Party is an Eligible Contract Participant, such Loan Party (in addition to its other
Obligations and agreements hereunder), hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide
such funds or other support as may be needed from time to time by each other Loan Party in respect of the Swap Obligations. The obligations
of each Loan Party, to the extent that it is an Eligible Contract Participant, under this Section 2.19 shall remain in full force and
effect until indefeasible payment in full in cash of all of the Obligations and termination of this Agreement and the other Credit Documents.
Each Loan Party , to the extent that such Loan Party is an Eligible Contract Participant, intends that this Section 2.19 constitute,
and this Section 2.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other
Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the CEA.


 


Section
2.20. Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any
Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be
subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:


 


	 	(a)	the
    application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
    which may be payable to it by any party hereto that is an Affected Financial Institution; and
	 	 	 
	 	(b)	the
    effects of any Bail-in Action on any such liability, including, if applicable:


 


	 	(i)	a
    reduction in full or in part or cancellation of any such liability;
	 	 	 
	 	(ii)	a
    conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
    its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
    instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or
    any other Credit Document; or
	 	 	 
	 	(iii)	the
    variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable
    Resolution Authority.


 




    	95



     


    

 


Section
2.21. Reserves. The Administrative Agent may modify eligibility standards and establish and modify Reserves against the Borrowing
Base, acting in its Permitted Discretion and upon at least five (5) Business Days’ (or three (3) Business Days, if such modification
or Reserve is imposed to address information reflected in a Borrowing Base Certificate delivered in accordance with Section 4.02 in connection
with a funding of Revolving Credit Loans, prior to the applicable Borrowing Date applicable to such Loan) prior written notice to the
Borrower Representative. In no event shall Reserves or adjustments to eligibility criteria duplicate Reserves or adjustments already
accounted for in determining eligibility criteria under the definitions of Eligible Accounts, Eligible Contracts In Transit, Eligible
Equipment, and Eligible Inventory. Notwithstanding anything herein to the contrary, any Reserve or eligibility criteria established or
modified by the Administrative Agent shall have a reasonable relationship to circumstances, conditions, events or contingencies which
are the basis for such Reserve, as reasonably determined by the Administrative Agent in good faith and in its Permitted Discretion; provided
that circumstances, conditions, events or contingencies known to the Administrative Agent as of the Closing Date shall not be the basis
for any such establishment or modification after the Closing Date unless such Reserves or eligibility criteria are in categories or of
the type set forth as a line item on the Borrowing Base Certificate delivered on the Closing Date or relate to changes in law coming
into force after the Closing Date.


 


ARTICLE
3


REPRESENTATIONS
AND WARRANTIES


 


The
Borrowers make the following representations and warranties to the Credit Parties as of the Closing Date and, as of each date on which
any Floor Plan Loans, M&T Advance, Revolving Credit Loans, Swingline Loan or other Loan is requested or made or any Letter of Credit
is requested or issued (for purposes hereof, each extension or other amendment of a Letter of Credit shall constitute an issuance thereof),
and as of each date on which any Loan or portion of a Loan is converted to or continued as a LIBOR Borrowing:


 


Section
3.01. Organization and Qualification. Each Loan Party and each Subsidiary of each Loan Party (a) is a corporation or limited liability
company duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the state of incorporation
or organization of such Loan Party or Subsidiary, (b) has the lawful power to own or lease its properties and to engage in the business
it presently conducts or proposes to conduct, and (c) is duly licensed or qualified and in good standing in all jurisdictions where the
property owned or leased by it or the nature of the business transacted by it makes such licensing or qualification necessary (except
to the extent that the failure to be licensed, qualified or in good standing is not likely to cause a Material Adverse Change). No Subsidiary
of any Loan Party is a Foreign Subsidiary.


 


Section
3.02. Capitalization and Ownership. As of the Closing Date, the authorized Capital Stock and the issued and outstanding Capital
Stock of the respective Loan Parties consists of those shares of common stock or other interests described in the Collateral Information
Certificate given as of the Closing Date, having such par value as may be indicated therein, of which that number of shares or other
interests indicated therein as issued and outstanding are in fact issued and outstanding. All of the Capital Stock of the Loan Parties
indicated as issued and outstanding has been validly issued and is fully paid and nonassessable. As of the Closing Date, there are no
options, warrants or other rights outstanding to purchase any Capital Stock of any Loan Party, except as disclosed by the Collateral
Information Certificate.


 




    	96



     


    

 


Section
3.03. Subsidiaries. No Loan Party nor any Subsidiary of a Loan Party has any Subsidiaries as of the Closing Date, except as otherwise
set forth in the Collateral Information Certificate given as of the Closing Date. Each Loan Party has good and marketable title to all
the Capital Stock of any Subsidiary which such Loan Party owns, free and clear of any Lien other than Permitted Encumbrances. All of
the issued and outstanding shares of Capital Stock of each Subsidiary of the respective Loan Parties are fully paid and non-assessable.
There are no options, warrants or other rights outstanding to purchase any shares of Capital Stock of any Subsidiary of any Loan Party
nor are any securities or Equity Interests of any Subsidiary convertible into or exchangeable for their Capital Stock. Except for any
investments in such assets permitted under the provisions of this Agreement, no Loan Party owns directly or indirectly any Capital Stock
of any other Person, no Subsidiary, is a partner (general or limited) of any partnership, and no Subsidiary is a party to any joint venture
and or otherwise owns (beneficially or of record) any Equity Interest or similar interest in any other Person.


 


Section
3.04. Power and Authority. Each of the Loan Parties has the full power to enter into, execute, deliver, carry out and perform
this Agreement and the Credit Documents to which it is a party, to incur the Indebtedness contemplated by the Credit Documents and to
perform its respective obligations under the Credit Documents to which it is a party and all of such actions have been duly authorized
in each instance by all necessary corporate or other organizational proceedings.


 


Section
3.05. Validity and Binding Effect. This Agreement has been, and each Credit Document, when executed and delivered by the respective
Loan Parties, will have been, duly and validly executed and delivered by the Loan Parties which are signatories thereto. This Agreement
and each of the other Credit Documents executed and delivered by the respective Loan Parties will, upon such execution and delivery,
constitute the legal, valid and binding obligations of such Loan Parties, enforceable against the respective Loan Parties in accordance
with their respective terms, subject to applicable bankruptcy, insolvency, reorganization moratorium or similar Laws affecting the rights
of creditors generally and to the effect of general principles of equity whether applied by a court of Law or equity.


 


Section
3.06. No Conflict. Neither the execution and delivery by any Loan Party of any Credit Documents to which it is a party, nor the
consummation of the transactions herein or therein contemplated, nor compliance with the terms and provisions hereof or thereof by the
Borrowers or the other Loan Parties will (a) conflict with, constitute a default under or result in any breach of (i) the terms and conditions
of the Organization Documents of any Loan Party, including but not limited to the Amended Charter and the Certificate of Designations
or (ii) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which any Loan Party is a party or by
which it is bound or to which it is subject, which conflict, default or breach would cause a Material Adverse Change, or (b) result in
the creation or enforcement of any Lien upon any property (now or hereafter acquired) of any of the Loan Parties (other than Liens securing
the Obligations and the Permitted Encumbrances). For the avoidance of doubt, the Loan Parties have given all notices and obtained all
consents required under the Organization Documents of Pubco Guarantor in connection with this Agreement and the transactions contemplated
hereby.


 


Section
3.07. Litigation. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrowers, threatened
against any Loan Party or any Subsidiary, at law or in equity, before any Governmental Authority which individually or in the aggregate,
could be reasonably expected to result in any Material Adverse Change; and (b) no Loan Party or Subsidiary is in violation of any order,
writ, injunction or decree of any Governmental Authority, the violation of which could reasonably be expected to result in any Material
Adverse Change.


 




    	97



     


    

 


Section
3.08. Financial Statements; Financial Projections.


 


3.08.1.
Financial Statements. The Historical Financial Statements and the financial statements delivered pursuant to Section 5.09.2, (a)
were prepared in accordance with GAAP (except as disclosed therein); and (b) fairly present in all material respects the results of operations
and the changes in financial positions of the Persons covered thereby for the periods covered thereby in accordance with GAAP, subject,
in the case of clause (ii) of the definition of Historical Financial Statements, to the exceptions set forth therein and the absence
of footnotes and normal year-end adjustments.


 


3.08.2.
Books and Records. (a) The books of account and other financial records of the Borrowers and their Subsidiaries as in effect on
the Closing Date are correct and complete in all material respects, represent actual, bona fide transactions and have been maintained
in accordance with sound business and accounting practices; and (b) as of the Closing Date, the Borrowers and their Subsidiaries maintain
an adequate system of internal accounting controls and does not engage in or maintain any off-the-books accounts or transactions.


 


3.08.3.
Absence of Material Liability. As of the Closing Date, the Borrowers and their Subsidiaries do not have any Indebtedness or material
liabilities of any kind, whether direct or indirect, fixed or contingent or otherwise which is not disclosed upon the most recent consolidated
and consolidating financial statements of the Parent Guarantor and its Subsidiaries which have been provided to the Credit Parties; other
than executory obligations under contracts, leases, or other agreements which GAAP would not require to be set forth in the consolidated
and consolidating financial statements of the Parent Guarantor and its Subsidiaries.


 


3.08.4.
Financial Projections. The Borrowers have delivered to the Credit Parties financial projections of the Borrowers and their Subsidiaries
for the period commencing January 1, 2021 and ending December 31, 2023 (the “Projections”). Such projections set forth
in the judgment of the Borrowers a reasonable range of possible results in light of the history of the businesses of the Borrowers and
their Subsidiaries, and present reasonably foreseeable conditions and the intentions of the management of the Borrowers and their Subsidiaries.
In the reasonable judgment of the Borrower, such projections accurately reflect the liabilities of the Borrowers and their Subsidiaries
on the Closing Date, after giving effect to the transactions contemplated by that Agreement. No events have occurred since the preparation
of the projections which would cause the projections, taken as a whole, not to be reasonably attainable.


 


Section
3.09. Margin Stock. No Borrower and no Subsidiary of a Borrower engages or intends to engage principally, or as one of its important
activities, in the business of incurring Indebtedness or extending credit to others for the purpose, immediately, incidentally or ultimately,
of purchasing or carrying “margin stock” (within the meaning of Regulation U issued by the Federal Reserve Board). No part
of the proceeds of any Loan or other extension of credit hereunder has been or will be used, to purchase or carry any margin stock or
to extend credit to others for the purpose of purchasing or carrying any margin stock or to refund or retire Indebtedness originally
incurred for such purpose. As of the Closing Date no Borrower and no Subsidiary of a Borrower intends to hold any margin stock.


 


Section
3.10. Full Disclosure. Neither this Agreement nor any Credit Document, nor any certificate, statement, agreement or other document
furnished to the Credit Parties by the Loan Parties, contains any misstatement of a material fact or omits to state a material fact necessary
in order to make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading.
There is no fact known to the Borrowers which materially adversely affects the business, property, assets, financial condition, results
of operations or prospects of the Borrowers and their Subsidiaries, taken as a whole, which has not been set forth in this Agreement
or the Credit Documents or in the certificates, statements, agreements or other documents furnished in writing to the Credit Parties
before or at the date hereof in connection with the transactions contemplated hereby and thereby. As of the Closing Date, the information
included in the Beneficial Ownership Certification is true and correct in all respects.


 




    	98



     


    

 


Section
3.11. Tax Returns and Payments. All federal and state tax returns that are required by applicable Law to be filed by the Borrowers
and their Subsidiaries have been filed or properly extended. All taxes, assessments and other governmental charges levied upon the Borrowers
and their Subsidiaries, or any of their respective properties, assets, income or franchises which are due and payable have been paid
in full other than (a) those presently payable without penalty or interest, (b) those which are being contested in good faith by appropriate
proceedings, and (c) those which, if not paid, would not, in the aggregate, constitute a Material Adverse Change; and as to each of items
(a), (b) and (c) the Borrowers and their Subsidiaries have established reserves for such claims as have been determined to be adequate
by application of GAAP consistently applied. There are no agreements or waivers extending the statutory period of limitations applicable
to any consolidated federal income tax returns of the Borrowers and their Subsidiaries for any period.


 


Section
3.12. Consents and Approvals. No consent, approval, exemption, order or authorization of, or a registration or filing with any
Governmental Authority or any other Person (including but not limited to Coliseum or any other Preferred Stockholder) is required by
any Law or any agreement (other than the Credit Documents) in connection with the execution, delivery and carrying out of this Agreement
and the Credit Documents to which any Loan Party is a party.


 


Section
3.13. No Event of Default; Compliance with Instruments. No event has occurred and is continuing and no condition exists or will
exist after giving effect to the Loans which constitutes an Event of Default or a Default. No Loan Party or Subsidiary of a Loan Party
is in violation of any term of its Organization Documents.


 


Section
3.14. Compliance with Laws. Each of the Loan Parties and their respective Subsidiaries are in compliance in all material respects
with all applicable Laws in all jurisdictions in which any of the Loan Parties or their Subsidiaries are presently or will be doing business,
the non-compliance with which would be likely to cause a Material Adverse Change.


 


Section
3.15. ERISA Compliance.


 


3.15.1.
Plans and Contributions. Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code
and other federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination
letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Borrowers, nothing has occurred which would prevent, or cause the loss of, such qualification. The Loan Parties and
each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.


 


3.15.2.
Pending Claims. There are no pending or, to the best knowledge of the Borrowers, threatened claims, actions or lawsuits, or action
by any Governmental Authority, with respect to any Plan that could reasonably be expected to result in a Material Adverse Change. There
has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could
reasonably be expected to result in a Material Adverse Change.


 


3.15.3.
ERISA Events. (a) No ERISA Event has occurred or is reasonably expected to occur, (b) no Pension Plan has any Unfunded Pension
Liability, (c) no Loan Party and no ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA
with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA), (d) no Borrower and no ERISA
Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan, and
(e) no Borrower and no ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.


 




    	99



     


    

 


Section
3.16. Title to Properties. The Loan Parties and their Subsidiaries have good title to, or a valid leasehold interest in, all their
respective real and personal property, except for Permitted Encumbrances.


 


Section
3.17. Insurance. There are in full force and effect for the benefit of the Loan Parties and their Subsidiaries insurance policies
and bonds providing adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks
of the Loan Parties and their Subsidiaries in accordance with prudent business practices in the respective industries of the Loan Parties
and their Subsidiaries. As of the Closing Date, and, as of each subsequent reaffirmation of this representation and warranty, except
as otherwise previously disclosed in writing to the Administrative Agent, no notice has been given or claim made and to the knowledge
of the Loan Parties, no grounds exist, to cancel or void any of such policies or bonds or to reduce the coverage provided thereby.


 


Section
3.18. Employment Matters. Each Loan Party and each Subsidiary of a Loan Party is in material compliance with all employee benefit
plans, employment agreements, collective bargaining agreements and labor contracts and all Laws applicable thereto. There are no outstanding
grievances, arbitration awards or appeals relating to any of the foregoing plans, agreements or contracts, or, to the knowledge of the
Borrowers, threatened strikes, picketing, handbilling or other work stoppages or slowdowns at facilities of any Loan Party or any Subsidiary
of a Loan Party which could reasonably be expected to result in any Material Adverse Change. All payments due or to become due from any
Loan Party or the Subsidiary of the Loan Party on account of obligations in respect of employee health and welfare insurance which could
reasonably be expected to result in any Material Adverse Change if not paid have been paid or, in the case of such amounts not yet due,
have been recorded as liabilities on the books of the Borrowers and their Subsidiaries.


 


Section
3.19. Solvency. As of the Closing Date, and as of the date of each advance of the proceeds of any Loan and each issuance or renewal
of any Letter of Credit, as the case may be, and after giving effect to such advances or issuances or renewals, each of the Loan Parties
and each Subsidiary of a Loan Party, taken as a whole is, and will remain, Solvent.


 


Section
3.20. Material Contracts; Burdensome Restrictions. Except as otherwise disclosed on Schedule 3.20 and, in each instance
in which the representations and warranties of this Section are given or deemed given on a date subsequent to the Closing Date, as theretofore
otherwise disclosed to the Credit Parties in writing, all material contracts relating to the business operations of the Loan Parties
and their Subsidiaries, are valid, binding and enforceable upon the Loan Parties and their Subsidiaries, and to the knowledge of the
Borrowers, the other parties thereto, without any material defaults thereunder.


 


Section
3.21. Patents, Trademarks, Copyrights, Licenses, Etc. Each Loan Party and each Subsidiary of a Loan Party owns or possesses all
the patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights, including but
not limited to agreements with Manufacturers and other suppliers of Floor Plan Units, and other vendors which are materially necessary
to own and operate its assets and to carry on its business as presently conducted and as planned to be conducted by such Loan Party,
without known possible, alleged or actual conflict with the rights of others.


 




    	100



     


    

 


Section
3.22. Liens. The Liens in the Collateral granted to the Credit Parties pursuant to the Credit Documents constitute and will continue
to constitute valid and enforceable Liens under all applicable Laws, having the priorities required herein and in the other Credit Documents,
and are entitled to all the rights, benefits and priorities provided by applicable Law. All filing fees and other expenses in connection
with each such action have been or will be paid by the Borrowers.


 


Section
3.23. Environmental Compliance. Each Borrower has conducted a review of the effect of existing Environmental Laws on the businesses,
operations and properties of itself and of each of the other Loan Parties, and of the potential for it or the other Loan Parties to incur
any Environmental Liabilities, and as a result thereof each Borrower in conjunction with the other Loan Parties has reasonably concluded
that the application of any such Environmental Laws and potential Environmental Liabilities could not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Change.


 


Section
3.24. Anti-Corruption; Anti-Terrorism. No Loan Party nor any Subsidiary is a Sanctioned Person. No Loan Party nor any Subsidiary
(a) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person, in either case, in
violation of any Sanctions; (b) does business in or with, or derives any of its income from investments in or transactions with, any
Sanctioned Country or Sanctioned Person, in either case, in violation of any Anti-Terrorism Law or Sanctions; or (c) engages in any dealings
or transactions prohibited by any Anti-Terrorism Law or Sanctions. No Loan Party nor any Subsidiary, nor, to the knowledge of Borrowers,
any Director, officer or employee thereof, is in violation in any material respect of (A) Sanctions or (B) the USA Patriot Act. Each
Loan Party and each Subsidiary has conducted its businesses in material compliance with the United States Foreign Corrupt Practices Act
of 1977. No proceeds of any Loan made or Letter of Credit issued hereunder will be used to fund any operations in, finance any investments
or activities in, or make any payments to, a Sanctioned Person, in each case, in violation of applicable Sanctions.


 


ARTICLE
4


CONDITIONS
PRECEDENT


 


Section
4.01. Conditions to Closing. The obligations of each Lender to make any advances of proceeds of the Loans, the obligations of
M&T to make M&T Advances, and the obligations of the Issuing Bank to issue any Letters of Credit hereunder are subject to the
satisfaction on or before the Closing Date of the following conditions precedent:


 


4.01.1.
Closing Submissions. The Administrative Agent’s receipt of the following, each properly executed by an Authorized Officer
of the signing Loan Party, each dated either the Closing Date (or, in the case of certificates of governmental officials, a recent date
before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its counsel:


 


(a)
executed counterparts of this Agreement and the other Credit Documents;


 


(b)
Notes executed by the Borrowers in favor of each Lender;


 


(c)
one or more Guaranty Agreements executed by each of the Guarantors;


 


(d)
such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan
Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized
to act as a Authorized Officer in connection with this Agreement and the other Credit Documents to which such Loan Party is a party;


 




    	101



     


    

 


(e)
such documents and certifications (including certified copies of the Organization Documents of the Loan Parties) as the Administrative
Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing,
in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification;


 


(f)
a favorable opinion of counsel to the Loan Parties, including, but not limited to, matters as to New York, Delaware, and Florida law,
addressed to the Administrative Agent and the Lenders in form and substance customary for similar credit transactions, subject only to
customary qualifications and conditions;


 


(g)
a certificate of an Authorized Officer of each Loan Party stating that all notices, consents, licenses, approvals, and agreements required
in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Credit
Documents to which it is a party, including notices to, and consents, and approvals required from Manufacturers, OEM and other vendors
and suppliers of Floor Plan Vehicles and Units and a statement identifying all of such Manufacturers, OEM, vendors and suppliers of Floor
Plan Vehicles, and shall have been duly given or received, and that any such consents, licenses, approvals, and agreements shall be in
full force and effect upon giving effect to the Credit Documents and the transactions contemplated by this Agreement;


 


(h)
a certificate signed by an Authorized Officer of the Loan Parties or the Borrower Representative certifying (i) the absence of any continuing
Defaults or Events of Default, (ii) satisfaction of all conditions precedent to Closing hereunder, (iii) solvency, (iv) all shareholder
and corporate consents and approvals (including any consents required under the Amended Charter and compliance with all requirements
with respect to the Loans and other credit accommodations set forth in the Certificate of Designations), and all material governmental
and third party consents and approvals required in connection with the Closing Date Transactions (all of which shall be final with no
waiting period to expire or ongoing governmental inquiry or investigation) shall have been received and there does not exist any action,
suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that
challenges the credit facilities or any other transaction involving any of the Loan Parties, (v) such other matters as are reasonably
required by the Administrative Agent or the Lenders;


 


(i)
a duly completed Compliance Certificate, including calculations of the financial covenants set forth therein in a manner reasonably satisfactory
to the Administrative Agent, signed by an Authorized Officer of the Loan Parties in form and substance satisfactory to the Administrative
Agent evidencing, as of the as of the last day of the most recently completed month ending at least 30 days prior to the Closing Date,
(i) a Total Net Leverage Ratio not be greater than 3.00:1.00, and (ii) a Consolidated Fixed Charge Coverage Ratio not to be less than
1.25:1.00, in each case after giving pro forma effect to the Closing Date Transactions;


 


(j)
the Historical Financial Statements and the Projections;


 


(k)
all sale-leaseback documents, operating leases, real estate mortgages, all title, survey, appraisals and other customary real estate
documentation in respect of the Mortgage Obligations Collateral and delivery to the Administrative Agent of such Real Estate Support
Documents as are reasonably required by the Administrative Agent; provided, however, nothing herein shall require delivery to
the Administrative Agent of any Real Estate Support Document for premises occupied temporarily by a Borrower in connection with participation
at a trade show or similar temporary sales location;


 




    	102



     


    

 


(l)
such deposit account control agreements as are required pursuant to the Security Documents;


 


(m)
all documentation and other information required by any Lenders or the Issuing Bank to evidence or facilitate both the Borrowers’
and each Lender’s compliance with all applicable Laws and regulations, including, all “know your customer” rules in
effect from time to time pursuant to the Bank Secrecy Act, the USA Patriot Act and other applicable Laws on or prior to the date which
is five (5) Business Days prior to the Closing Date;


 


(n)
at least five days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower;


 


(o)
certificates in form and substance satisfactory to the Administrative Agent evidencing insurance (including flood insurance to the extent
applicable) which insurance shall name the Administrative Agent as additional insured and include lender loss payee endorsements for
property and casualty policies, as applicable;


 


(p)
[reserved], and


 


(q)
such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Issuing Bank, or the Required Lenders
reasonably may require.


 


4.01.2.
Fees. Any fees required to be paid on or before the Closing Date shall have been paid.


 


4.01.3.
Credit Party Expenses. The Borrowers shall have paid in full all Credit Party Expenses to the extent invoiced prior to or on the
Closing Date.


 


4.01.4.
No Material Adverse Change. No material adverse change shall have occurred in the business, condition (financial or otherwise),
prospects, assets, operations, liabilities (contingent or otherwise) or properties of Pubco Guarantor, Parent Guarantor, or the Borrowers
and their respective Subsidiaries, taken as a whole since December 31, 2020.


 


Without
limiting the generality of the provisions of Section 9.02.4 of this Agreement, for purposes of determining compliance with the conditions
specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved, accepted and
to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objections thereto.


 


Section
4.02. Conditions To Advances Of Proceeds Of Loans And Issuances Of Letters Of Credit After Closing Date. The obligations of each
Lender and of the Issuing Bank to honor any request for the advance of any proceeds of the Loans or the issuance or reissuance of any
Letters of Credit after the Closing Date or request to renew or amend any Letter of Credit after the Closing Date, shall be subject to
the satisfaction of the following conditions precedent:


 


4.02.1.
Representations And Warranties. The representations and warranties of the Loan Parties contained in Article 3 of this Agreement
or in any other Credit Document, or which are contained in any document furnished at any time under or in connection herewith or therewith,
shall be true and correct in all material respects (and, in the case of any representation or warranty that is qualified by materiality
or Material Adverse Effect, shall be true and correct in all respects) on and as of the date of any such advance of proceeds of the Loans
or issuance of Letters of Credit, except to the extent that such representations and warranties specifically refer to an earlier date,
in which case they shall be true and correct in all material respects (and, in the case of any representation or warranty that is qualified
by materiality or Material Adverse Effect, shall be true and correct in all respects) as of such earlier date.


 




    	103



     


    

 


4.02.2.
Absence Of Defaults And Events Of Default. No continuing Default or Event of Default shall exist, or would result from such requested
advance or issuance.


 


4.02.3.
No Material Adverse Changes. No Material Adverse Changes shall have occurred since the Closing Date and be continuing.


 


4.02.4.
Loan Request. With respect to any borrowing of Loans (other than any borrowing of Floor Plan Loans or issuance of any Letter of
Credit), the Administrative Agent shall have received (x) a Loan Request as required by the terms of this Agreement and (y) a Borrowing
Base Certificate calculated as of the last day of the calendar month ended at least thirty (30) days (or such lesser number of days as
the Borrower Representative may elect in its discretion) prior to the Borrowing Date demonstrating Availability on the proposed date
of such Borrowing and/or issuance, amendment, extension or renewal of a Letter of Credit sufficient to cover the amount of such Borrowing
and/or issuance, amendment, extension or renewal of such Letter of Credit.


 


Each
request for the advance of proceeds of the Loans or for the issuance or reissuance of any Letters of Credit shall be deemed automatically
to be a representation and warranty of the Borrowers that the conditions specified in this Section 4.02 have been satisfied on and as
of the date of the request.


 


ARTICLE
5


AFFIRMATIVE
COVENANTS


 


Each
Borrower agrees that until the payment and satisfaction in full of all of the Obligations, it will comply with and cause the other Loan
Parties and each other Subsidiary to comply with the covenants set forth in this Article 5.


 


Section
5.01. Payment and Performance. Each Borrower promises that all Obligations shall be paid and performed in full when and as due.


 


Section
5.02. Insurance. The Borrowers and each Loan Party shall obtain and maintain and shall cause their respective Subsidiaries to
obtain and maintain such insurance coverages as are reasonable, customary and prudent for businesses engaged in activities similar to
the business activities in which it is engaged. Without limitation to the foregoing, the Borrowers and the other Loan Parties shall each
maintain fire and extended coverage casualty insurance covering the Collateral and their respective assets in amounts satisfactory to
the Administrative Agent consistent with prudent practices and sufficient to prevent any co-insurance liability (which amount shall be
the full insurable value of the assets and properties insured unless the Administrative Agent in writing agrees to a lesser amount),
naming the Administrative Agent for the benefit of the Credit Parties as sole lender loss payee and/or additional insured with respect
to the Collateral and such assets, with insurance companies and upon policy forms which are acceptable to and approved by the Administrative
Agent. The Loan Parties shall submit to the Administrative Agent originals or certified copies of the casualty insurance policies and
paid receipts evidencing payment of the premiums due on the same. The casualty insurance policies shall be endorsed so as to make them
non-cancellable unless thirty (30) days prior notice of cancellation is provided to the Administrative Agent. The proceeds of any insured
loss shall be applied as a Mandatory Prepayment to the extent required pursuant to Section 2.06.3, unless the Required Lenders approve
the use thereof to repair or replace damaged or destroyed Collateral.


 




    	104



     


    

 


Section
5.03. Collection Of Accounts; Sale Of Inventory. The Loan Parties shall collect their respective Accounts and sell their respective
Inventory only in the ordinary course of their respective businesses, subject to customary credit and collection policies.


 


Section
5.04. Notice Of Litigation And Proceedings. The Borrowers and each other Loan Party shall give prompt notice to the Administrative
Agent of any action, suit, citation, violation, direction, notice or proceeding before any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, affecting such Loan Party, or the assets or properties thereof, which,
if determined adversely to such Loan Party (a) could require it to pay over more than the Threshold Amount or deliver assets the value
of which exceeds that sum, or (b) could reasonably be expected to cause a Material Adverse Change.


 


Section
5.05. Payment Of Liabilities To Third Persons. Each Borrower and each other Loan Party shall pay when and as due, or within applicable
grace periods, all liabilities due to third persons, except when the amount thereof is being contested in good faith by appropriate proceedings
and with adequate reserves therefor being set aside by it.


 


Section
5.06. Notice Of Change Of Business Location Or Of Jurisdiction of Organization; Notice of Name Change. Each Borrower and each
of the other Loan Parties shall notify the Administrative Agent thirty (30) days in advance of, (a) any change in the location of its
existing offices or places of business or of the jurisdiction in which it is organized, (b) the establishment of any new, or the discontinuation
of any existing, places of business, and (c) any change in or addition to the locations at which any material portion of the Collateral
(or other property securing the Obligations) is kept. Prior to moving any Collateral (or other property securing the Obligations) to
any location not owned by a Loan Party (other than deliveries to Account Debtors of sold or leased goods and premises occupied temporarily
by a Borrower in connection with participation at a trade show or similar temporary sales location), each Loan Party shall obtain and
deliver to the Administrative Agent an agreement, in form and substance acceptable to the Administrative Agent, pursuant to which the
owner of such location shall: (i) subordinate any rights which it may have, or thereafter may obtain, in any of the Collateral or other
property to the rights and security interests of the Credit Parties; and (ii) allow the Administrative Agent access to the Collateral
or other property in order to remove the Collateral or other property from such location. Each Borrower and each other Loan Party shall
notify the Administrative Agent thirty (30) days in advance of any changes to its name.


 


Section
5.07. Payment of Taxes. Each of the Borrowers and each of the other Loan Parties shall pay or cause to be paid when and as due
all Taxes imposed upon it or on any of its property or which it is required to withhold and pay over to the taxing authority or which
it must pay on its income, except where contested in good faith, by appropriate proceedings and at its own cost and expense; provided,
however, that no Loan Party shall be deemed to be contesting in good faith by appropriate proceedings unless, (a) such proceedings operate
to prevent the taxing authority from attempting to collect the Taxes, (b) the Collateral is not subject to sale, forfeiture or loss during
such proceedings, (c) the applicable Loan Party’s contest does not subject the Credit Parties to any liabilities owed to or claims
from the taxing authority or any other person, (d) the applicable Loan Party establishes appropriate reserves for the payment of all
Taxes, court costs and other expenses for which such Loan Party would be liable if unsuccessful in the contest, (e) the applicable Loan
Party prosecutes the contest continuously to its final conclusion, and (f) at the conclusion of the proceedings, the applicable Loan
Party promptly pays all amounts determined to be payable, including but not limited to all taxes, legal fees and court costs.


 


Section
5.08. Notice Of Events Affecting Collateral; Compromise Of Receivables; Returned Or Repossessed Goods. Each Borrower and each
of the other Loan Parties shall promptly report to the Administrative Agent (a) any reclamation, return or repossession of Goods, (b)
all claims or disputes and (c) all other matters materially affecting the value, enforceability or collectability of any of the Collateral.


 




    	105



     


    

 


Section
5.09. Reporting Requirements. The Borrowers shall submit the following items to each of the Credit Parties:


 


5.09.1.
[Reserved].


 


5.09.2.
Monthly Financial Statements. As soon as available and in any event within thirty (30) calendar days after the end of each fiscal
month, the Borrowers shall submit to the Credit Parties a consolidated and consolidating balance sheet of Pubco Guarantor and its Subsidiaries
as of the end of such month and a consolidated and consolidating statement of income and retained earnings of Pubco Guarantor and its
Subsidiaries for such month, and a consolidated and consolidating statement of cash flow of Pubco Guarantor and its Subsidiaries for
such month, all in reasonable detail and stating in comparative form the respective consolidated and consolidating figures for the corresponding
date and period in the previous Fiscal Year and all prepared in accordance with GAAP and certified by an Authorized Officer of the Borrower
Representative (subject to year-end adjustments), together with a monthly Borrowing Base Certificate required to be delivered pursuant
to Section 5.09.14.


 


5.09.3.
Annual Financial Statements. As soon as available and in any event within one hundred twenty (120) calendar days after the end
of each Fiscal Year, the Borrowers shall submit to the Credit Parties a consolidated and consolidating balance sheet of Pubco Guarantor
and its Subsidiaries as of the end of such Fiscal Year and a consolidated and consolidating statement of income and retained earnings
of Pubco Guarantor and its Subsidiaries for such Fiscal Year, and a consolidated and consolidating statement of cash flow of Pubco Guarantor
and its Subsidiaries for such Fiscal Year, all in reasonable detail and stating in comparative form the respective consolidated and consolidating
figures for the corresponding date and period in the prior Fiscal Year and all prepared in accordance with GAAP and accompanied by an
audited opinion thereon issued by independent certified public accountants selected by Pubco Guarantor and reasonably acceptable to the
Required Lenders.


 


5.09.4.
Management Letters. Promptly upon receipt thereof, each Borrower shall submit to the Credit Parties copies of any reports submitted
to it or to any Loan Party by independent certified public accountants in connection with the examination of the financial statements
of Pubco and its Subsidiaries made by such accountants.


 


5.09.5.
Compliance Certificate. The Borrowers shall submit a Compliance Certificate to the Credit Parties, within thirty (30) calendar
days after the end of each Fiscal Quarter (in conjunction with the monthly financial statement for the last month in each such Fiscal
Quarter) for the first three (3) Fiscal Quarters of each year and with the submission of each annual audited financial statements pursuant
to Section 5.09.3 hereof. The Compliance Certificates shall include calculations of the financial covenants set forth in Sections 6.12
and 6.13 hereof for the relevant period.


 


5.09.6.
Reports To Other Creditors. Promptly after the furnishing thereof, the Borrowers shall submit to the Credit Parties copies of
any statement or report furnished to any other Person pursuant to the terms of any indenture, loan, or credit or similar agreement and
not otherwise required to be furnished to the Administrative Agent pursuant to any other provisions of this Agreement.


 


5.09.7.
Management Changes. The Borrowers shall notify the Credit Parties immediately of any changes in the personnel holding the positions
of Chairperson, President, Chief Executive Officer or Chief Financial Officer of any of the Borrowers.


 




    	106



     


    

 


5.09.8.
Projections. The Borrowers shall deliver to the Credit Parties within sixty (60) days prior to the end of each Fiscal Year, an
annual operating budget for the Borrowers and their Subsidiaries for the next Fiscal Year. The operating budget shall include a balance
sheet, income statement, statement of cash flows, and assumptions relating to the budget.


 


5.09.9.
Notice of Defaults and Events of Default. The Borrowers shall promptly give written notice to the Credit Parties of the occurrence
of any event, occurrence or condition (which is known to an executive officer of any Loan Party) which constitutes or is reasonably foreseeable
to constitute either an Event of Default or a Default or which could be reasonably expected to result in a Material Adverse Change.


 


5.09.10.ERISA
Event. The Borrowers shall promptly give written notice to the Credit Parties of the occurrence of any ERISA Event.


 


5.09.11.SEC
Filings. Promptly upon receipt or transmission thereof, (a) all letters of comment or material correspondence sent to Pubco Guarantor
or any of its Subsidiaries by any securities exchange or the Securities and Exchange Commission (“SEC”) in relation
to the affairs of Pubco Guarantor or any of its Subsidiaries, (b) all regular and periodic reports and all registration statements and
prospectuses, if any, filed by Pubco Guarantor or any of its Subsidiaries with any securities exchange or with the SEC or any governmental
authority succeeding to any of its functions, (c) all financial statements, reports, notices and proxy statements sent or made available
generally by Pubco Guarantor or any of its Subsidiaries to other lenders to such Persons (if any) and their other respective bondholders
or security holders (or any trustee or other representative of any of the foregoing) and any non-routine notices or other non-routine
correspondence from such lenders, bondholders or security holders (or trustee or other representative of such Persons); and (d) all press
releases and other statements made available by Pubco Guarantor or any of its Subsidiaries to the public concerning material developments
in their respective businesses. Any information or document described in clauses (a) through (d) of this Subsection 5.09.11 that is filed
with the SEC via the EDGAR filing system shall be deemed to be delivered upon the receipt by the Credit Parties of notice (including
any notice received via e-mail) from Borrower Representative that such information or document has been filed and is available on EDGAR
provided, further, however, that no such notice need be delivered in connection with the regularly filed Annual Reports of Pubco
Guarantor on Form 10-K or Quarterly Reports of Pubco Guarantor on Form 10-Q.


 


5.09.12.
Beneficial Ownership. The Borrower Representative shall promptly notify the Administrative Agent of any change in the information
provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts
(c) or (d) of such certification.


 


5.09.13.
General Information. In addition to the items set forth in subsections 5.09.1 through 5.09.12 above, the Borrowers agree to
submit, and cause the other Loan Parties to submit, to the Credit Parties such other information respecting the condition or
operations, financial or otherwise, of the Loan Parties as the Credit Parties may reasonably request from time to time.


 


5.09.14.
Borrowing Base Certificates. Within thirty (30) days after the end of each calendar month (in conjunction with the delivery of
the financial statements pursuant to Section 5.09.2) (or on any other date if the Borrower Representative voluntarily elects to
deliver a Borrowing Base Certificate (including in connection with a Permitted Acquisition)), a certificate in the form of Exhibit
N (or such other form as may be agreed to by the Administrative Agent and the Borrower Representative in their reasonable
discretion) (a “Borrowing Base Certificate”) calculating and/or demonstrating, in detail reasonably acceptable to
the Administrative Agent, the Line Cap, the Borrowing Base, and Availability, in each case as of the close of business as of the
last day of the immediately preceding calendar month (or in respect of any Borrower Base Certificate voluntarily delivered by the
Borrower Representative, as of the close of business on a more recent Borrowing Base Test Date as indicated in such Borrowing Base
Certificate), each Borrowing Base Certificate to be certified as complete and correct in all material respects by an Authorized
Officer of the Borrower Representative. In connection with each Borrowing Base Certificate, the Borrowers’ reporting of
Eligible Accounts shall set forth in reasonable detail the aging and dilution thereof.


 




    	107



     


    

 


Section
5.10. Preservation of Existence, Etc. Each Borrower and each of the other Loan Parties shall each (a) preserve, renew and maintain
in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization, (b) take all reasonable
action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business,
except to the extent that failure to do so could not reasonably be expected to cause a Material Adverse Change, (c) preserve or renew
all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected
to cause a Material Adverse Change, and (d) preserve and maintain material approvals with Manufacturers, OEMs and other suppliers of
Floor Plan Units, material franchise or framework agreements, all Manufacturer statements of origin, certificates of origin, certificates
of title or ownership and other customary vehicle title documentation (which, for the avoidance of doubt, may be in electronic form),
or in any case, a power of attorney with respect thereto.


 


Section
5.11. Maintenance of Assets and Properties. Each of the Borrowers and each of the other Loan Parties shall maintain, preserve
and protect all of its material assets and properties necessary in the operation of its business in good working order and condition,
ordinary wear and tear excepted.


 


Section
5.12. Compliance with Laws. Each of the Borrowers and each of the other Loan Parties shall comply in all material respects with
all Laws applicable to it, and obtain or maintain all permits, franchises and other governmental authorizations and approvals necessary
for the ownership, acquisition and disposition of its properties and the conduct of its business. Without limiting the generality of
the foregoing, the Loan Parties and each Subsidiary shall be in compliance in all material respects with applicable legal requirements
of the Anti-Corruption Laws, Anti-Terrorism Laws, the USA Patriot Act, and the Bank Secrecy Act. Each Loan Party and each Subsidiary
shall conduct its businesses in material compliance with the United States Foreign Corrupt Practices Act of 1977.


 


Section
5.13. Inspection Rights. Each of the Borrowers and each of the other Loan Parties shall permit representatives and independent
contractors of the Credit Parties to visit and inspect any of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent
public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired (which inventory
and Collateral inspections are expected to be conducted not less than six (6) times per Fiscal Year), upon reasonable advance notice
to the Loan Parties; provided, however, that when a continuing Default or Event of Default exists any Credit Party (or
any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at
any time during normal business hours and without advance notice. Without limitation to the foregoing the Mortgage Loan Borrower, Diversified,
and the other Loan Parties hereby agree to permit the Credit Parties and their designees to visit and inspect the property that is encumbered
by the Mortgage in accordance with the terms of the Mortgage.


 


Section
5.14. Environmental Matters and Indemnification. Each of the Borrowers and each of the other Loan Parties shall comply, and shall
cause its respective Subsidiaries to comply with all Environmental Laws, the non-compliance with which could reasonably be expected to
result in a Material Adverse Change. The Loan Parties shall investigate any circumstances which give the Loan Parties reason to believe
or suspect the Contamination of any of the Properties. The Loan Parties shall promptly perform any remediation of such Contamination
required under applicable Laws.


 




    	108



     


    

 


Section
5.15. Additional Subsidiaries


 


5.15.1.
Domestic Subsidiaries. If any Domestic Subsidiary is formed or acquired after the Closing Date, the Borrowers shall notify the
Administrative Agent and the Lenders in writing thereof within ten (10) Business Days after the date on which such Domestic Subsidiary
is formed or acquired and, within thirty (30) Business Days after such notification, (i) the Borrowers shall cause such Domestic Subsidiary
to (A) duly execute and deliver, or join and become a party to, a Guaranty Agreement, and the other applicable Credit Documents in the
manner provided therein, and (B) promptly take such actions to create and perfect first priority Liens on such Domestic Subsidiary’s
assets as security for the Obligations, (ii) the Borrowers shall cause 100% of the Capital Stock issued by any such Domestic Subsidiary
to be pledged as security for the Obligations pursuant to such Credit Documents in form and substance satisfactory to the Administrative
Agent, as may be required under the applicable Laws to effectuate a fully enforceable first priority pledge of such Capital Stock; and
(iii) if any loans, advances or other debt is owed or owing by any such Domestic Subsidiary to the Borrowers or any Guarantor, the Borrowers
or Guarantor shall cause all promissory notes and other instruments evidencing such loans, advances and other debt to be pledged as security
for the Obligations pursuant to the Credit Documents.


 


5.15.2.
Requirements For All Additional Subsidiaries. With respect to each such additional Subsidiary, the Borrowers shall deliver or
cause to be delivered to the Administrative Agent (i) a complete copy of the Organization Documents of such Subsidiary, together with
a certificate of status or good standing if such certificates are issued by the jurisdiction of formation, (ii) the original certificates
for the Capital Stock of such Subsidiary, together with undated stock powers for such certificates, executed in blank, or if any shares
of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security
interest in such uncertificated securities has been granted to and perfected by the Administrative Agent for the benefit of the Credit
Parties, in accordance with the applicable sections under Articles 8 and 9 of the UCC or other similar or local or foreign Law that may
be applicable, and (iii) an opinion of counsel satisfactory to the Administrative Agent opining as to matters in connection with such
Subsidiary, the pledge of Capital Stock described in this section, the enforceability of the Credit Documents executed or joined by such
Subsidiary, and such other matters as may be reasonably requested by the Administrative Agent or the Required Lenders.


 


5.15.3.
Joinder of Additional Borrowers. With respect to any Domestic Subsidiary of any Loan Party which is formed or acquired after the
Closing Date, in addition to the execution and delivery of all documents (including but not limited to Security Documents), granting
of security interests and other Liens, and satisfaction of all conditions set forth in Sections 5.15.1 and 5.15.2 above, (a) if such
entity engages in the sale or leasing of Floor Plan Vehicles or Units, the Borrower Representative may (or at the election of the Required
Lenders, shall) designate such entity as an additional or (b) if such entity owns or acquires Property which is used in the conduct of
the business of the Borrowers, the Borrower Representative may designate such entity as an additional Borrower (in each case, an “Additional
Borrower”), and in each case such Additional Borrower shall execute and deliver to the Administrative Agent a Joinder Agreement
hereto. Thereafter, such Additional Borrower shall be a Borrower, as applicable, for all purposes of this Agreement, shall have all of
the rights, benefits, duties, and obligations of a Borrower, as applicable, party to this Agreement, enter into, execute, and deliver
all Credit Documents (or counterparts or allonges thereto) as are required of a Borrower, as the case may be, be subject to all of the
terms and conditions set forth herein and therein, and from time to time provide all information and documents as are required by a Borrower
in such capacity pursuant to this Agreement and the other Credit Documents to which it has become a party. For the avoidance of doubt,
any such Additional Borrower described in clauses “(a)” or “(b)” above (and any Subsidiary that becomes a Guarantor
in accordance with Section 5.15) shall provide all documentation and other information required by bank regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as reasonably
requested by Administrative Agent or any Lender. The Lenders hereby authorize the Administrative Agent to accept such Credit Documents
from Additional Borrowers and any Borrowers or Guarantors in connection there with, and to execute and deliver such Credit Documents
as may be reasonably necessary from time to time to effectuate the joinder transactions contemplated under this Section


 




    	109



     


    

 


Section
5.16. Deposit and Operating Accounts. The Borrowers shall establish and maintain their primary deposit and operating accounts
at M&T Bank; provided, however, that LDRV may maintain the deposit account held at Bank of America ending in 6758 so long as (i)
such account is closed on or before December 31, 2021 and (ii) the amount on deposit in such account does not exceed $200,000.


 


Section
5.17. Landlord Waivers. Each Loan Party will (a) except as required by clause (b) below, obtain and deliver to the Administrative
Agent a customary landlord or bailee access agreement with respect to each location in the United States not owned by a Loan Party where
Collateral is located and (b) obtain and deliver to the Administrative Agent a customary landlord or bailee access agreement with respect
to each location in the United States leased to a Loan Party by (x) a Loan Party or (y) any other Affiliate of a Loan Party under the
Control of such Loan Party, in the case of clauses (a) and (b), within thirty (30) days (or such later date agreed to by the Administrative
Agent) of Collateral becoming located at such location, in form and substance reasonably acceptable to the Administrative Agent.


 


Section
5.18. Post-Closing Deliverables. Notwithstanding the conditions precedent set forth in Section 4.01, the Loan Parties have informed
the Administrative Agent and the Lenders that certain items required to be delivered as conditions precedent to the effectiveness of
this Agreement will not be delivered as of the Closing Date. As an accommodation to the Loan Parties, the Administrative Agent and the
Lenders have agreed to make the Loans available under this Agreement notwithstanding that such conditions have not been satisfied. In
consideration of such accommodation, each applicable Loan Party hereby agrees to take each of the actions described on Schedule 5.18
attached hereto, in each case, in the manner and by the dates set forth thereon, or such later dates as may be agreed to by Administrative
Agent.


 


ARTICLE
6


NEGATIVE
COVENANTS


 


Each
Borrower agrees that until the payment and performance in full of all of the Obligations, it will not do, and it will not permit any
of the other Loan Parties and any Subsidiary to do, any of the following:


 


Section
6.01. Liens. No Loan Party and no other Subsidiary shall create, incur, assume or suffer to exist any Lien upon any of its properties
(real or personal), assets or revenues, whether now owned or hereafter acquired, other than Liens securing the Obligations and Permitted
Encumbrances.


 


Section
6.02. Investments And Loans. No Loan Party and no other Subsidiary shall make any Investments or extend any loans or credit facilities
to any Persons, except (a) Investments in Cash Equivalents, (b) advances to its employees in the ordinary course of business for travel,
entertainment, relocation and general ordinary course of business purposes, (c) extensions of credit in the nature of accounts receivable
or notes receivable arising from the grant of trade credit in the ordinary course of business, (d) acquisitions of fixed assets, equipment
and Inventory in the ordinary course of business to the extent not otherwise prohibited by the terms of this Agreement, (e) credit accommodations
provided by any Loan Party to another Loan Party, (f) Permitted Acquisitions, and (g) loans and advances provided by the Borrowers to
any of their Subsidiaries which are subordinated to the repayment of the Obligations and which have been assigned as collateral security
to the Administrative Agent for the ratable benefit of the Lenders; provided that with respect to clauses (f) and (g) the credit
accommodations, loans and advances permitted therein shall not include the assumption of debt. The entry of a Borrower or other Loan
Party into a Swap Agreement shall not be deemed to be an Investment for purposes of this Section provided that such Borrower or
other Loan Party is (or was) an Eligible Contract Participant as of the Eligibility Date and such Swap Agreement is (or was) entered
into in connection with the Obligations or in the ordinary course of business for the purpose of directly mitigating risks associated
with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Loan Party, or changes in the
value of securities issued by such Borrower or other Loan Party, and not for purposes of speculation or taking a “market view.”


 




    	110



     


    

 


Section
6.03. Indebtedness. No Loan Party and no other Subsidiary shall create, incur, assume or suffer to exist any Indebtedness, except
(a) the Obligations, (b) existing Indebtedness incurred prior to the Closing Date, outstanding on the Closing Date, and listed on Schedule
6.03 attached hereto, and any refinancings, renewals or extensions thereof; provided, that: (i) the amount of such
Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to fees and expenses reasonably
incurred, in connection with such refinancing, (ii) the direct or any contingent obligor with respect thereto is not changed, as a result
of or in connection with such refinancing, renewal or extension, (iii) the terms relating to principal amount, amortization, maturity,
collateral (if any) and subordination, standstill and related terms (if any, it being understood that such Indebtedness shall be subordinated
as to rights of payment and Liens on terms and conditions satisfactory to the Administrative Agent), and other material terms taken as
a whole, of any such refinancing, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued
in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement
or instrument governing the Indebtedness being refinanced, refunded, renewed or extended, and (iv) the interest rate applicable to any
such refinancing, renewing or extending Indebtedness does not exceed the then applicable market interest rate, (c) obligations (contingent
or otherwise) of any Loan Party existing or arising under any Swap Agreements, provided that such Borrower or other Loan Party
is (or was) an Eligible Contract Participant as of the Eligibility Date and such obligations are (or were) entered into in connection
with the Obligations or in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities,
commitments, investments, assets, or property held or reasonably anticipated by such Loan Party, or changes in the value of securities
issued by such Loan Party, and not for purposes of speculation or taking a “market view,” (d) foreign exchange hedging transactions
entered into in the ordinary course of business to manage the foreign currency risks of the Loan Parties and their Subsidiaries, (e)
the dividend, interest, and redemption obligations incurred by Pubco Guarantor to the Preferred Stockholders as provided by the terms
of the Amended Charter, the Securities Purchase Agreement, and the Certificate of Designations (regardless of whether the same constitutes
debt in accordance with GAAP), provided, however, that no payments thereof shall be made by any Loan Party in violation of the
restrictions upon any such payment set forth in this Agreement or in any other Credit Document; (f) Indebtedness in respect of Capital
Leases, Synthetic Lease Obligations and purchase money obligations for capital assets (within the limitations of Section 6.17
of this Agreement), and refinancings, renewals and extensions thereof; provided, that: (i) the total of all such Indebtedness
taken together shall not exceed an aggregate principal amount of $15,000,000 at any one time outstanding, (ii) such Indebtedness when
incurred shall not exceed the purchase price of the asset(s) financed, and (iii) no such Indebtedness shall be refinanced for a principal
amount in excess of the principal balance outstanding thereon at the time of such refinancing, (g) loans and investments in the ordinary
course of business between the Loan Parties to the extent permitted under Section 6.02, (h) earnout obligations incurred in connection
with any Permitted Acquisition to the extent constituting Indebtedness ; (i) Indebtedness which may be deemed to exist in connection
with agreements providing for indemnification, purchase price adjustments or similar obligations in connection with a Dispositions permitted
under Section 6.05, (j) Guarantees by any Loan Party or any Subsidiary with respect to (i) recourse obligations resulting from
endorsement of negotiable instruments for collection in the ordinary course of business and (ii) workers’ compensation and similar
obligations of the Loan Parties and their Subsidiaries incurred in the ordinary course of business, (k) unsecured Indebtedness in an
aggregate amount not to exceed Fifteen Million Dollars ($15,000,000.00) at any time outstanding, and (l) unsecured COVID-19 Loan; provided
that no Loan Party that is not a borrower of a COVID-19 Loan shall be a guarantor or obligor of such COVID-19 Loan, and provided
further that the aggregate principal amount of all COVID-19 Loans shall not exceed Eight Million Two Hundred Twenty Six Thousand
Two Hundred Forty Two Dollars ($8,226,242.00).


 




    	111



     


    

 


Section
6.04. Fundamental Changes. No Borrower and no other Loan Party or Subsidiary of a Borrower or other Loan Party shall (a) merge,
dissolve, liquidate, consolidate with or into another Person (whether in one transaction or in a series of transactions), except that,
so long as no continuing Default or Event of Default exists and no Material Adverse Change has occurred and no Default, Event of Default
or Material Adverse Change would be likely to result therefrom after giving effect thereto (i) any Subsidiary of a Borrower may merge
with a Borrower provided that such Borrower is the continuing or surviving Person of such merger, or (ii) any Subsidiary of any Borrower
may merge with or liquidate into any other Subsidiary of such Borrower, provided that the continuing surviving Person from such merger
shall be a Guarantor, or (b) directly or indirectly form or acquire any Foreign Subsidiary without the prior written consent of the Required
Lenders and on such terms and conditions as the Required Lenders may require.


 


Section
6.05. Dispositions. No Borrower and no other Loan Party and no Subsidiary of a Borrower or of another Loan Party shall make any
Disposition or enter into any agreement to make any Disposition without the consent of the Required Lenders, except (a) Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, (b) Dispositions of equipment
to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds
of such Disposition are applied to the purchase price of similar replacement property, (c) the sale of residual ownership rights in vehicles
and equipment upon the termination of operating leases, (d) Disposition of Inventory in the ordinary course of business, (e) Dispositions
not otherwise prohibited under this Section 6.05; provided that (i) no Default or Event of Default has occurred and is continuing at
the time of such Disposition, (ii) no Default, Event of Default or Material Adverse Change would result from such Disposition, and (iii)
the aggregate book value of all property disposed of in reliance of this subsection in any Fiscal Year shall not exceed Five Hundred
Thousand Dollars ($500,000) or (f) Sale and Leaseback Transactions; provided that (i) no Default or Event of Default has occurred and
is continuing at the time of such Sale and Leaseback Transaction and (ii) no Default, Event of Default or Material Adverse Change would
result from such Sale and Leaseback Transaction.


 


Section
6.06. Restricted Payments. No Borrower and no other Subsidiary may declare or make, directly or indirectly, any Restricted Payments,
or incur any obligation (contingent or otherwise) to do so, except that (a) each Subsidiary of a Borrower may make Restricted Payments
to such Borrower, (b) LDRV may make Restricted Payments to Parent Guarantor, (c) Parent Guarantor may make Restricted Payments to Pubco
Guarantor, (d) the Loan Parties may declare and make non-cash dividend payments or other non-cash distributions payable solely in their
Capital Stock, (e) Pubco Guarantor may incur the redemption and payment obligations to the Preferred Stockholders set forth in the Amended
Charter, the Securities Purchase Agreement, and the Certificate of Designations respect to the Pubco Guarantor’s Series A Preferred
Stock described therein, provided that no redemption of such Series A Preferred Stock, in whole or in part, or payments of the
redemption price, in whole or in part, for any Capital Stock held by the Preferred Stockholders shall occur, directly or indirectly,
prior to the dates for redemption set forth in Sections 7(a)(i) and 7(b) of the Certificate of Designations as in effect on the date
hereof and on a non-accelerated basis, and no payment of any dividends and distributions shall be paid to the Preferred Stockholders,
directly or indirectly, (i) at any time during which there is a continuing Default or Event of Default, or (ii) if after giving effect
to such payment, a Default or Event of Default would exist, and (f) in the absence of any continuing Defaults or Events of Default and
provided that after giving immediate effect thereto, no Defaults or Events of Default would result therefrom, each Borrower and each
other Loan Party may (i) repurchase Capital Stock owned by former employees of the Loan Parties or employees which are leaving the employment
of such Borrower or other Loan Parties; and (ii) make other Restricted Payments; provided however, the payments set forth in clauses
“(e)” and “(f)” shall not be paid more frequently than quarterly after the end of each Fiscal Quarter and upon
delivery of the financial statements due to the Administrative Agent and the Lenders hereunder evidencing the ability of the Loan Parties
to make such Restricted Payments in full compliance with all of the terms and conditions set forth in this Agreement, including demonstrated
compliance with the financial covenants set forth in Sections 6.12 and 6.13 hereof. Notwithstanding anything to the contrary in this
Agreement, in no event shall any Loan Party make any Restricted Payment consisting of any Material Intellectual Property.


 




    	112



     


    

 


Section
6.07. Change in Nature Of Business. No Loan Party and no other Subsidiary shall engage in any material line of business substantially
different from (a) those lines of business conducted by it on the Closing Date or (b) any business substantially related or incidental
to the lines of business conducted by it on the Closing Date.


 


Section
6.08. Transactions With Affiliates. No Loan Party and no other Subsidiary shall enter into any transaction of any kind with any
Affiliate (other than with its wholly-owned Subsidiaries), whether or not in the ordinary course of business, other than on fair and
reasonable terms substantially as favorable as would be obtainable at the time in a comparable arm’s length transaction with a
Person other than an Affiliate.


 


Section
6.09. Burdensome Agreements; Negative Pledges. No Loan Party and no other Subsidiary shall enter into or grant any negative pledges
or agreements restricting its ability to pledge its assets or to grant Liens against its assets, except as otherwise expressly provided
for in the Credit Documents and except to the extent that any Capital Lease of any of the Loan Parties prohibits the granting of Liens
against the equipment that is being leased or financed, as applicable, pursuant to such Capital Lease. No Loan Party and no other Subsidiary
shall enter into any contractual obligation that limits the ability of such Subsidiary: (a) to make Restricted Payments to such Borrower
or any other Loan Party or to otherwise transfer property to such Borrower or Loan Party, or (b) to guarantee the Obligations.


 


Section
6.10. Use Of Proceeds. No Loan Party and no other Subsidiary shall use the proceeds of any Loan, whether directly or indirectly,
and whether immediately, incidentally or ultimately, to purchase or carry “margin stock” (within the meaning of Regulation
U of the Federal Reserve Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund Indebtedness
originally incurred for such purpose, in each case, in violation of the regulations of the Board of Governors of the Federal Reserve
System of the United States including Regulation T, U or X.


 


Section
6.11. Tax Consolidation. No Borrower shall file or consent to or permit the filing of any consolidated income tax return on behalf
of it with any Person (other than a consolidated return of Pubco Guarantor and its Subsidiaries). No Borrower shall enter into any agreements
with any Person which would cause such Borrower to bear more than the amount of taxes to which it would have been subject had it separately
filed (or filed as part of a consolidated return among Pubco Guarantor and its Subsidiaries).


 


Section
6.12. Maximum Total Net Leverage Ratio. The Borrowers shall not permit the Total Net Leverage Ratio to exceed a ratio of 3.00
to 1.00, as measured on the last day of each Fiscal Quarter, beginning with the Fiscal Quarter ending September 30, 2021.


 


Section
6.13. Minimum Consolidated Fixed Charge Coverage Ratio. The Borrowers shall not permit the Consolidated Fixed Charge Coverage
Ratio to be less than a ratio of 1.25 to 1.00 as measured on the last day of each Fiscal Quarter, beginning with the Fiscal Quarter ending
September 30, 2021.


 


Section
6.14. .[reserved].


 


Section
6.15. Anti-Money Laundering/International Trade Law Compliance. No Borrower will request any Loan, and no Borrower shall use,
and shall ensure that none of its Subsidiaries or its or their respective directors, officers, employees and agents shall use, the proceeds
of any Loan, directly or knowingly indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment
or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding,
financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in
each case, in violation of applicable Sanctions, or (iii) in any manner that would result in the violation of any Sanctions applicable
to any party hereto.


 




    	113



     


    

 


Section
6.16. Amendments to Amended Charter, Securities Purchase Agreement, or Certificate of Designations. . There shall be no amendments
to Section 7 (Redemption) of the Certificate of Designations, nor shall there be any other amendments to the Amended Charter,
the Securities Purchase Agreement or the Certificate of Designations, the effect of which would (a) accelerate the period during which
the redemption options in respect of Series A Preferred Stock may be exercised (which period shall commence no earlier than the respective
dates for redemption set forth in Sections 7(a)(i) and 7(b) of the Certificate of Designations as in effect on the date hereof and on
a non-accelerated basis, or permit the cash payment of any portion of a redemption prior to such dates, (b) change the amount or method
of calculation of the redemption price or any other payment on account of any redemption of the Series A Preferred Stock, (c) change
the terms and amounts of payments of dividends and distributions to Preferred Stockholders thereunder, or (d) expand the consent rights
of any or all of the Preferred Stockholders to amendments or refinancing of the Credit Documents or Obligations.


 


Section
6.17. Capital Expenditures. No Loan Party and no other Subsidiary shall make or become legally obligated to make any expenditure
in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are
properly charged to current operations), except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate
for the Loan Parties and their Subsidiaries during a given Fiscal Year, an amount equal to twenty-five percent (25%) of Consolidated
EBITDA for such Fiscal Year.


 


ARTICLE
7


EVENTS
OF DEFAULT


 


The
occurrence of any of the following events or conditions shall constitute an Event of Default.


 


Section
7.01. Failure To Pay. The failure or refusal of any Loan Party to pay (a) all or any amount or installment of principal due upon
the Loans or upon any L/C Obligation (whether scheduled, by acceleration, or as otherwise required by the terms of the Credit Documents),
or (b) any interest or fees upon any Loan or L/C Obligation within three (3) Business Days after the due date thereof, or (c) any other
amount payable hereunder or under any Credit Document within five (5) Business Days after the due date thereof.


 


Section
7.02. Violation Of Covenants. The failure or refusal of any Loan Party to (a) perform, observe, and comply with any covenant,
agreement, or condition contained in Sections 5.04, 5.06, 5.08, 5.09.9, 5.09.11, 5.09.12, 5.09.13 (or any other Sections requiring the
giving of notice by any Loan Party to any Credit Party), 5.10, 5.13 and 5.14 or in Article 6 (Negative Covenants) of this Agreement,
(b) perform, observe, and comply with any covenant, agreement, or condition contained in Sections 5.09.2, 5.09.3, 5.09.5 or 5.09.14,
and such failure or refusal continues for a period of five (5) consecutive calendar days, (c) timely perform, observe and comply with
any other covenant, agreement, or condition contained in this Agreement (not specified above in Section 7.01, 7.02(a) or 7.02(b)), and
such failure or refusal continues for a period of thirty (30) consecutive calendar days, or (d) timely perform, observe, or comply with
any covenant, agreement or condition contained in any other Credit Document, after expiration of any cure period set forth therein.


 




    	114



     


    

 


Section
7.03. Representation Or Warranty. Any representation or warranty made by the Borrowers or by any other Loan Party herein or in
any Credit Document, any Collateral Information Certificate, or in any Compliance Certificate or other document or instrument delivered
from time to time to any of the Credit Parties shall be false, incorrect, or misleading in any material respect when made or deemed made.


 


Section
7.04. Cross-Default. (a) Any Borrower or any other Loan Party (i) fails to make any payment when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or guarantee (other than Indebtedness hereunder)
having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under
any combined or syndicated credit arrangement) of more than the Threshold Amount, (ii) fails to observe or perform any other agreement
or condition relating to any such Indebtedness or guarantee or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such
Indebtedness or the beneficiary or beneficiaries of such guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary
or beneficiaries) to cause (without regard to any existing intercreditor arrangements), with the giving of notice if required, such Indebtedness
to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such guarantee to become payable or cash collateral
in respect thereof to be demanded, (iii) fails to observe or perform any covenant or agreement set forth in the Securities Purchase Agreement
(including under Section 4.15 of the Securities Purchase Agreement) or the Certificate of Designations (including under Sections 5.b(vii),
5.b(viii), or 5.b(xi) thereof), or (c) there occurs a default or event of default under any Swap Agreement.


 


Section
7.05. Judgments. The Loan Parties shall suffer final judgments for the payment of money aggregating for all Loan Parties in excess
of the Threshold Amount in excess of available insurance proceeds and shall not discharge the same within a period of thirty (30) days
unless, pending further proceedings, execution has not been commenced or if commenced has been effectively stayed.


 


Section
7.06. Levy By Judgment Creditor. Any judgment creditor of any of the Loan Parties shall obtain possession of any of the Collateral
with a value in excess of the Threshold Amount by any means, including but not limited to levy, distraint, replevin or self-help, and
the Loan Parties shall not remedy same within thirty (30) days thereof; or a writ of garnishment is served on the Administrative Agent
or any other Credit Party relating to any of the accounts of the Borrowers or of any of the other Loan Parties maintained with the Administrative
Agent or with any other Credit Party.


 


Section
7.07. Involuntary Insolvency Proceedings. The institution of involuntary Insolvency Proceedings against any Borrower or any other
Loan Party and the failure of any such Insolvency Proceedings to be dismissed before the earliest to occur of (a) the date which is sixty
(60) days after the institution of such Insolvency Proceedings, (b) the entry of any order for relief in the Insolvency Proceeding or
any order adjudicating any Borrower or any other Loan Party insolvent, or (c) the impairment (as to validity, priority or otherwise)
of any Lien of the Credit Parties in any of the Collateral.


 


Section
7.08. Voluntary Insolvency Proceedings. The commencement by any Borrower or by any other Loan Party of Insolvency Proceedings.


 


Section
7.09. Attempt To Terminate Or Limit Guaranties. The receipt by a Credit Party of notice from a Guarantor that such Guarantor is
attempting to terminate or limit any portion of its obligations under a Guaranty Agreement.


 




    	115



     


    

 


Section
7.10. ERISA. An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably
be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of the Threshold Amount, or any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount.


 


Section
7.11. Injunction. The issuance of any injunction against any Borrower or against any other Loan Party which enjoins or restrains
any Borrower or any other Loan Party from continuing to conduct any material part of its business affairs which continues for more than
ten (10) days.


 


Section
7.12. Invalidity of Credit Documents. Any provision of any Credit Document, or any document containing a subordination or intercreditor
undertaking pertaining to any Obligation, at any time after its execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests
in any manner the validity or enforceability of any provision of any Credit Document or such other document; or any Loan Party denies
that it has any or further liability or obligation under any provision of any Credit Document or such other document, or purports to
revoke, terminate or rescind any provision of any Credit Document.


 


Section
7.13. Invalidity of Security Documents. Any Security Document after delivery thereof pursuant to Sections 4.01 or 5.15 shall for
any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Permitted
Encumbrances) on the Collateral purported to be covered thereby.


 


Section
7.14. Licenses and Agreements. Any agreement with any Manufacturer is revoked, terminated or suspended and, a replacement for
same is not entered into within 30 days of such termination, revocation or suspension, or any license, consent, or approval which is
material to the conduct of the business of any Loan Party is revoked, terminated or suspended.


 


Section
7.15. Change In Control. The occurrence of any Change in Control.


 


ARTICLE
8


RIGHTS
AND REMEDIES OF CREDIT PARTIES


ON
THE OCCURRENCE OF AN EVENT OF DEFAULT


 


Upon
the occurrence of an Event of Default and during the continuance thereof:


 


Section
8.01. Credit Parties’ Specific Rights And Remedies. In addition to all other rights and remedies provided by applicable
Laws and the terms of the Credit Documents, upon the occurrence and during the continuance of any Event of Default, the Administrative
Agent may, on behalf of the Lenders and shall, at the direction of the Required Lenders (a) declare the Commitments of each Lender to
advance proceeds of the Loans and any obligation of the Issuing Bank to issue any Letters of Credit to be terminated, (b) accelerate
and call immediately due and payable all or any part of the Obligations, (c) require the Loan Parties to Cash Collateralize the L/C Obligations
and the M&T Advances, (d) seek specific performance or injunctive relief to enforce performance of the undertakings, duties, and
agreements provided in the Credit Documents, whether or not a remedy at Law exists or is adequate, (e) exercise any rights of a secured
creditor under applicable Laws against the Collateral, including (i) the right to take possession of the Collateral without the use of
judicial process or hearing of any kind, (ii) the right to require the Loan Parties to assemble the Collateral at such place as the Administrative
Agent may specify, and (iii) the right to sell the Collateral, in whole or in part, at either private or public sale, and (f) seek the
appointment of a receiver for any or all of the Loan Parties and/or the assets of any or all of the Loan Parties. For the avoidance of
doubt, the availability and exercise of default remedies and rights under any Swap Agreements shall be governed by the default provisions
of such Swap Agreement.


 




    	116



     


    

 


Section
8.02. Automatic Acceleration. Upon the occurrence and during the continuance of an Event of Default as described in Sections 7.07
or 7.08 of this Agreement, the Commitments shall automatically terminate, the Obligations shall be automatically accelerated and due
and payable without any notice, demand or action of any type on the part of the Credit Parties, the obligations of the Issuing Bank to
issue Letters of Credit shall be automatically terminated, and the Loan Parties shall be automatically required to Cash Collateralize
the L/C Obligations and M&T Advances.


 


Section
8.03. Consent To Appointment Of Receiver. Each Borrower irrevocably consents to the appointment of a receiver upon the request
of the Administrative Agent during any continuing Event of Default for it and for any or all of its business affairs, business operations,
and assets, which receiver shall be authorized and deemed empowered to have and exercise the broadest powers permitted or available under
applicable Laws to operate, manage, conserve, liquidate and sell any or all of its assets; provided, however, that such receiver shall
have no authority without the prior written consent of the Required Lenders to release, discharge or otherwise negate any Liens securing
the Obligations or to sell any assets of the Borrowers free and clear of any Liens securing the Obligations.


 


Section
8.04. Remedies Cumulative. The rights and remedies provided in this Agreement and in the other Credit Documents or otherwise under
applicable Laws shall be cumulative and the exercise of any particular right or remedy shall not preclude the exercise of any other rights
or remedies in addition to, or as an alternative of, such right or remedy.


 


Section
8.05. Application Of Funds. After the exercise of remedies (or after the Loans have automatically become immediately due and payable
and the L/C Obligations have automatically been required to be Cash Collateralized), any amounts received on account of the Obligations
shall be applied by the Administrative Agent in the following order:


 


8.05.1.
First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses, reimbursements, and other amounts
(including Credit Party Expenses) payable to the Administrative Agent and to that part of the Obligations owed to any of the Credit Parties
or to Affiliates of any of the Credit Parties for Bank Products, as described in item (d) in the definition of Obligations.


 


8.05.2.
Second, to the payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal,
interest and Letter of Credit Fees) payable to the Lenders and the Issuing Bank (including Credit Party Expenses), ratably among the
Lenders and the Issuing Bank.


 


8.05.3.
Third, to the payment of that portion of the Obligations constituting Letter of Credit Fees, accrued and unpaid interest on the
Loans and Reimbursement Obligations and on other Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective
amounts described in this clause Third payable to them.


 


8.05.4.
Fourth, to the payment of that portion of the Obligations constituting unpaid principal of the Loans and Reimbursement Obligations
and payment or Cash Collateralization of any obligations under any Swap Agreements, ratably among the Lenders and the Issuing Bank and
the respective Swap Providers in proportion to the respective amounts described in this clause Fourth held by them.


 


8.05.5.
Fifth, to the Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the L/C Obligations
comprised of the aggregate undrawn amount of Letters of Credit.


 




    	117



     


    

 


8.05.6.
Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise
required by applicable Laws.


 


Amounts
used to Cash Collateralize either the Swap Agreements pursuant to clause Fourth above, or the aggregate undrawn amount of Letters
of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit and payment obligations
under the Swap Agreements as they occur. If any amounts remain on deposit as Cash Collateral after all Letters of Credit have been fully
drawn or have expired and all Swap Agreements have been terminated, such remaining amount shall be applied to other Obligations, if any,
in the order set forth above.


 


Section
8.06. Cash Collateral Account.


 


8.06.1.
As collateral security for the prompt payment in full when due of all M&T Advances and the other Obligations, the Borrowers hereby
pledge and grant to the Administrative Agent, for the ratable benefit of the Administrative Agent, the Issuing Bank and the Lenders as
provided herein, a security interest in all of its right, title and interest in and to the Cash Collateral Account and the balances from
time to time in the Cash Collateral Account (including the investments and reinvestments therein provided for below). The balances from
time to time in the Cash Collateral Account shall not constitute payment of any M&T Advances until applied by the Administrative
Agent as provided herein or the L/C Obligations until applied by the Issuing Bank as provided herein. Anything in this Agreement to the
contrary notwithstanding, funds held in the Cash Collateral Account shall be subject to withdrawal only as provided in this Section.


 


8.06.2.
Amounts on deposit in the Cash Collateral Account shall be invested and reinvested by the Administrative Agent in such Cash Equivalents
as the Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name
of and be under the sole dominion and control of the Administrative Agent for the ratable benefit of the Administrative Agent, the Issuing
Bank and the Lenders; provided, that all earnings on such investments will be credited to and retained in the Cash Collateral
Account. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral
Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the
Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the Administrative Agent shall
not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the
Cash Collateral Account.


 


8.06.3.
If an Event of Default exists at the time that a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of
such Letter of Credit, the Borrowers and the Lenders authorize the Administrative Agent to use the monies deposited in the Cash Collateral
Account for the purposes of Cash Collateralizing Letters of Credit to reimburse the Issuing Bank for the payment made by the Issuing
Bank to the beneficiary with respect to such drawing.


 


8.06.4.
If an Event of Default exists, the Administrative Agent may (and, if instructed by the Required Lenders, shall) in its (or their) discretion
at any time and from time to time elect to liquidate any such investments and reinvestments and apply the proceeds thereof to the Obligations
in accordance with Section 8.05. Notwithstanding the foregoing, the Administrative Agent shall not be required to liquidate and release
any such amounts if such liquidation or release would result in the amount available in the Cash Collateral Account to be less than the
Stated Amount of all Letters of Credit and M&T Advances that remain outstanding.


 


8.06.5.
The Borrowers shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar
services in connection with the Administrative Agent’s administration of the Cash Collateral Account and investments and reinvestments
of funds therein.


 




    	118



     


    

 


8.06.6.
The rights and remedies provided in this Agreement and in the other Credit Documents or otherwise under applicable Laws shall be cumulative
and the exercise of any particular right or remedy shall not preclude the exercise of any other rights or remedies in addition to, or
as an alternative of, such right or remedy.


 


ARTICLE
9


THE
ADMINISTRATIVE AGENT


 


Section
9.01. Appointment. Each of the Lenders and the Issuing Bank hereby irrevocably designates and appoints M&T Bank as Administrative
Agent under this Agreement and the other Credit Documents and each Lender and the Issuing Bank authorizes M&T Bank as its respective
Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise
such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and such other
Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article 9 are solely for
the benefit of the Credit Parties and no Loan Party shall have any rights as a third party beneficiary of any of such provisions. It
is understood and agreed that the use of the term “agent” herein or in any other Credit Document (or any other similar term)
with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable Laws. Instead, such term is used as a matter of market custom, and is intended to create or reflect
only an administrative relationship between contracting parties.


 


Section
9.02. Exculpatory Provisions.


 


9.02.1.
No Fiduciary, Discretionary or Implied Duties. The Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Credit Documents and its duties hereunder shall be administrative in nature. Without limiting
the generality of the foregoing, the Administrative Agent:


 


(a)
Shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is
continuing;


 


(b)
Shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing
by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other
Credit Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the
opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable Law,
including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law, or that may
cause a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and


 


(c)
Shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to any Loan Party or any of their Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 




    	119



     


    

 


9.02.2.
No Liability for Certain Actions. The Administrative Agent shall not be liable for any action taken or not taken by it (a) with
the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as
the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.01 and 10.01
or (b) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final
and non-appealable judgment.


 


9.02.3.
Knowledge. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default or Material Adverse
Change unless and until written notice describing such Default, Event of Default or Material Adverse Change is given to the Administrative
Agent in writing by a Credit Party or by a Loan Party.


 


9.02.4.
No Duty to Inquire. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (a) any
statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (b) the contents of
any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (c) the performance
or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default
or Event of Default, (d) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any
other agreement, instrument or document or (e) the satisfaction of any condition set forth in Article 4 or elsewhere herein, other than
to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


Section
9.03. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability
for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any
condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the Issuing Bank, the Administrative Agent may presume that such condition is satisfactory
to such Lender or the Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or the
Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal
counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


Section
9.04. Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers
hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence
or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable
judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 




    	120



     


    

 


Section
9.05. Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Credit
Parties and to the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation
with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank
with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted
such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day
as shall be agreed by the Required Lenders (the “Resignation Effective Date”)), then the retiring Administrative Agent
may (but shall not be obligated to) on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or
not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective
Date. With effect from the Resignation Effective Date, (a) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative
Agent on behalf of the Lenders or the Issuing Bank under any of the Credit Documents, the retiring Administrative Agent shall continue
to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) except for any indemnity payments
owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time, if any, as the Required
Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents. The fees payable by the
Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrowers and such successor. After the retiring Administrative Agent’s resignation or removal hereunder and under the other Credit
Documents, the provisions of this Article and the provisions of Section 10.08 of this Agreement shall continue in effect for the benefit
of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.


 


Section
9.06. Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender and the Issuing Bank acknowledges that it will, independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue
to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any related
agreement or any document furnished hereunder or thereunder.


 


Section
9.07. Administrative Agent May Hold Collateral For Lenders and Others. The Lenders and the Loan Parties acknowledge that any Security
Documents relating to the Loans, the Obligations, or the Collateral, including all of such documents filed in the public records in order
to evidence or perfect the Liens granted in the Credit Documents, may name only the Administrative Agent, as agent for the Lenders as
the secured party, mortgagee, beneficiary, or as lienholder. The Lenders and the Loan Parties authorize the Administrative Agent to hold
any or all of the Liens in and to the Collateral as the agent for the benefit of the Credit Parties, M&T Bank, the Swap Providers,
or any of their respective Affiliates, as applicable under this Agreement. Such Swap Providers and Affiliates which are party hereto,
by their acceptance of the benefits of this Agreement and/or any other Security Documents or Credit Documents, also hereby authorize
the Administrative Agent to hold the Liens in and to the Collateral as their administrative agent.


 




    	121



     


    

 


Section
9.08. The Administrative Agent In Its Individual Capacity. The Person serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative
Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise
requires, including the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates
may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders.


 


Section
9.09. Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or
any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan
or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (a)
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders, the Issuing Bank and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders, the Issuing Bank and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders, the Issuing Bank and the Administrative Agent under Sections 2.01.15, 2.03.5, 2.05.9, 2.15 and 10.08)
allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Lender and the Issuing Bank to make such payments to the Administrative Agent and,
in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Bank,
to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative
Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.01.15, 2.03.5, 2.05.9, 2.15 and
10.08. Nothing contained herein shall be deemed to (a) permit the Administrative Agent to authorize or consent to or accept or adopt
on behalf of any Lender or the Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or the Issuing Bank, (b) authorize the Administrative Agent to vote in respect of the claim of any Lender
or the Issuing Bank in any such proceeding, or (c) credit bid any Obligation held by any Lender or the Issuing Bank in any such proceeding,
without the prior consent of such Lender or the Issuing Bank, as applicable.


 


Section
9.10. Collateral and Guaranty Matters. The Lenders and the Issuing Bank irrevocably authorize the Administrative Agent, at its
option and in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Credit
Document (i) upon the final termination of all of the Commitments and payment in full of all Obligations (other than contingent indemnification
obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements
satisfactory to the Administrative Agent and the Issuing Bank shall have been made), (ii) that is sold or to be sold as part of or in
connection with any sale permitted hereunder or under any other Credit Document, or (iii) subject to Section 10.01, if approved, authorized
or ratified in writing by the Required Lenders; (b) to subordinate any Lien on any property granted to or held by the Administrative
Agent under any Credit Document to the holder of any Lien on such property that is permitted under clause (h) of the definition of Permitted
Encumbrance; and (c) to release any Guarantor from its obligations under its respective Guaranty if such Person ceases to be a Subsidiary
as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm
in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property,
or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. The Administrative Agent shall not
be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability
of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared
by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure
to monitor or maintain any portion of the Collateral.


 




    	122



     


    

 


Section
9.11. No Reliance on Administrative Agent’s Customer Identification Program. Each Lender acknowledges and agrees that neither
such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s,
Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed
under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter
amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any
of the following items relating to or in connection with any Loan Party, its Affiliates or its agents, this Agreement, any other Credit
Documents or the transactions hereunder or contemplated hereby: (a) any identity verification procedures, (b) any record-keeping, (c)
comparisons with government lists, (d) customer notices or (e) other procedures required under the CIP Regulations or such other laws.


 


Section
9.12. No Other Duties, Etc. Notwithstanding anything to the contrary herein, none of the Bookrunners, Arrangers listed on the
cover page of this Agreement shall have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents,
except in the capacity, as applicable, as the Administrative Agent, a Lender, the Issuing Bank or the Swingline Lender.


 


Section
9.13. Erroneous Payments.


 


(a)
If the Administrative Agent notifies a Lender, Issuing Bank or Credit Party, or any Person who has received funds on behalf of a Lender,
Issuing Bank or Credit Party such Lender or Issuing Bank (any such Lender, Issuing Bank, Credit Party or other recipient, a “Payment
Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice
under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its
Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not
known to such Lender, Issuing Bank, Credit Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment,
prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous
Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times
remain the property of the Administrative Agent, and such Lender, Issuing Bank or Credit Party shall (or, with respect to any Payment
Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than one (1)
Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which
such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and
including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid
to the Administrative Agent in same day funds 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 from time to time in effect. A notice of the Administrative Agent
to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.


 




    	123



     


    

 


(b)
Without limiting immediately preceding clause (a), each Payment Recipient hereby further agrees that if it receives a payment, prepayment
or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the
Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in
a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment,
prepayment or repayment (a “Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z)
that such Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each
case:


 


(i)
an error may have been made (in the case of immediately preceding clauses (x) or (y)) or an error has been made (in the case of immediately
preceding clause (z)) with respect to such payment, prepayment or repayment; and


 


(ii)
such Payment Recipient shall promptly (and, in all events, within one (1) Business Day of its knowledge of such error) notify the Administrative
Agent of its receipt of such payment, prepayment or repayment, the details thereof and that it is so notifying the Administrative pursuant
to this Section 9.13(b).


 


(c)
Each Lender, Issuing Bank or Credit Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at
any time owing to such Lender, Issuing Bank or Credit Party under any Credit Document, or otherwise payable or distributable by the Administrative
Agent to such Lender, Issuing Bank or Credit Party from any source, against any amount due to the Administrative Agent under immediately
preceding clause (a) or under the indemnification provisions of this Agreement.


 


(d)
In the event an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with the immediately preceding clause (a), from any Lender or Issuing Bank that has received
such Erroneous Payment (or portion thereof) (or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on
its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative
Agent’s request to such Lender or Issuing Lender at any time, (i) such Lender or Issuing Bank shall be deemed to have assigned
its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous
Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (such assignment of the Loans (but not
Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any
accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together
with the Borrowers) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating
an Assignment and Assumption by reference pursuant to the Platform as to which the Administrative Agent and such parties are participants)
with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank shall deliver any Notes evidencing such
Loans to the Borrowers or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire
the Erroneous Payment Deficiency Assignment and (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall
become a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning
Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous
Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement
and its applicable Commitments which shall survive as to such assigning Lender or assigning Issuing Bank. For the avoidance of doubt,
no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or Issuing Bank and such Commitments shall remain
available in accordance with the terms of this Agreement.


 


(e)
The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed
by the Borrowers or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the
amount of such Erroneous Payment that is, comprised of funds received (or debited from the Cash Collateral Account) by the Administrative
Agent from the Borrowers or any other Loan Party for the purpose of making such Erroneous Payment.


 




    	124



     


    

 


(f)
To the extent permitted by applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based
on “discharge for value” or any similar doctrine.


 


(g)
Each party’s obligations, agreements and waivers under this Section 9.13 shall survive the resignation or replacement of the Administrative
Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments
and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Credit Document.


 


Section
9.14. Indemnification of Administrative Agent. Each Lender agrees to indemnify each of the Administrative Agent (to the extent
not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so) pro rata in accordance with such Lender’s
respective Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), from and
against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits and reasonable out-of-pocket costs
and expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative
Agent in any way relating to or arising out of the Credit Documents, any transaction contemplated hereby or thereby or any action taken
or omitted by the Administrative Agent under the Credit Documents (collectively, “Indemnifiable Amounts”); provided, however,
that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent’s
gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided,
further, that no action taken in accordance with the directions of the Required Lenders (or all of the Lenders, if expressly required
hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality
of the foregoing, each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so) promptly upon demand for its Pro Rata Share (determined as of the time that the applicable
reimbursement is sought) of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative
Agent) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement
(whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of
the parties under, the Credit Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Credit Documents
and/or collect any Obligations, any “lender liability” suit or claim brought against either Agent and/or the Lenders, and
any claim or suit brought against either Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including
counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that
the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that
the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that
such Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other
Obligations and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount
following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative
Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.


 




    	125



     


    

 


ARTICLE
10


MISCELLANEOUS


 


Section
10.01. Waivers and Amendments. No amendment or waiver of any provision of this Agreement or any other Credit Document, and no
consent to any departure by the Borrowers or by any other Loan Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall:


 


(a)
waive any condition set forth in Section 4.01.1 without the written consent of each Lender;


 


(b)
extend or increase any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.01(a)) without the written
consent of such Lender;


 


(c)
postpone any date fixed by this Agreement or any other Credit Document for any scheduled payment of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under any other Credit Document, extend the final Maturity Date of any Loans,
or extend the date of payment for reimbursement obligations in respect of Letters of Credit, without the written consent of each Lender
directly affected thereby;


 


(d)
reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (v)
of the second proviso to this Section 10.01) any fees (including fees related to Letters of Credit) or other amounts payable hereunder
or under any other Credit Document, without the written consent of each Lender directly affected thereby; provided, however,
that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any
obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate;


 


(e)
change Section 8.05 in a manner that would alter the pro rata sharing of payments required thereby without the written consent
of each Lender;


 


(f)
(A) with respect to any Class of Mortgage Loans or Term Loans, reduce the amount of Loans or commitments specified in the definition
of “Required Class Lenders” with respect to such Class, without the written consent of each Lender of such Class, (B) reduce
the amount of Commitments or Loans specified in the definition of “Required Floor Plan Lenders” without the written consent
of each Floor Plan Lender, (C) reduce the amount of Commitments or Loans specified in the definition of “Required Revolving Credit
Lenders” or “Supermajority Lenders” without the written consent of each Revolving Credit Lender and (D) change any
provision of this Section or reduce the aggregate commitment amount specified in the definition of “Required Lenders”, without
the written consent of each Lender;


 


(g)
amend, modify or waive Section 4.02 or any other provision of this Agreement, in each case without the written consent of each Floor
Plan Lender or Revolving Credit Lenders, as applicable, if the effect of such amendment, modification or waiver is to require the Floor
Plan Lenders or Revolving Credit Lenders to make Floor Plan Loans or Revolving Credit Loans, as applicable, when such Lenders would not
otherwise be required to do so;


 


(h)
release all or substantially all Collateral (other than as specifically authorized by the terms of this Agreement or any other Credit
Document);


 


(i)
amend or otherwise modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 2.08.3
or Section 9.14 without the written consent of each Lender;


 




    	126



     


    

 


(j)
modify the definition of the term “Borrowing Base” (or any component definition thereof as used therein to determine eligibility
under the Borrowing Base), including any advance rates set forth therein, in the case of each of the foregoing, if such modification
would increase the amount available to be borrowed (or the amount available for Letters of Credit) under the Credit Documents without
the written consent of the Supermajority Lenders; provided that the foregoing shall not limit the discretion of the Administrative Agent
to change, establish or eliminate any Reserves, to modify any eligibility standards pursuant to Section 2.21 or to exercise its Permitted
Discretion without the consent of any other Credit Party; or


 


(k)
subordinate the Liens on the Collateral securing any of the Obligations or subordinate the right of payment of the Obligations (in each
case, as such definitions were in effect on the Closing Date) in each case without the written consent of each Lender;


 


provided
further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders
required above, affect the rights or duties of the Issuing Bank under this Agreement or any L/C Document relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition
to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or
consent shall amend or modify any Swap Agreements or otherwise affect the rights or duties of any Swap Providers (and no Lender or Required
Lender consent or approval shall be required or permitted with respect to any such amendments or modifications to any Swap Agreements)
or release any Collateral securing any obligations under any Swap Agreement without the consent of the respective Swap Provider; (iv)
no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; (v) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (vi) no amendment, waiver or consent
shall, unless in writing and signed by M&T Bank as M&T Advance Lender in addition to the applicable Lenders required above, affect
the rights or duties of M&T Advance Lender pursuant to this Agreement and (vii) notwithstanding anything to the contrary in this
Agreement or any other Credit Document, but except for the consents required pursuant to clause (f) above, any waiver, amendment or modification
of this Agreement or any other Credit Document that by its terms affects the rights or duties under this Agreement or such Credit Document
of Lenders solely in their capacities as Lenders holding Loans or Commitments of a particular Class (but not in their capacities as Lenders
holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into solely by the
Borrowers in respect of such particular Class, on the one hand, and the Required Class Lenders of such Class, the Required Floor Plan
Lenders or the Required Revolving Credit Lenders, on the other hand, as applicable. Notwithstanding anything to the contrary herein,
(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment,
waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of
the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased
or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or
each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent
of such Defaulting Lender and (ii) if the Administrative Agent and the Borrowers have jointly identified an ambiguity, omission, mistake
or defect in any provision of this Agreement or an inconsistency between provisions of this Agreement, the Administrative Agent and the
Borrowers shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency
so long as (x) to do so would not adversely affect the interests of the Lenders and (y) such amendment is not objected to in writing
by the Required Lenders to the Administrative Agent within five (5) Business Days following receipt of notice thereof, and any such amendment
shall become effective without any further action or consent of any of other party to this Agreement.


 




    	127



     


    

 


Section
10.02. Successors and Assigns.


 


10.02.1.
Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consents of the Administrative Agent and of each Lender, and no Lender
may assign or otherwise transfer any of its rights or obligations hereunder except (a) to an Eligible Assignee in accordance with
the provisions of Section 10.2.2; (b) by way of participation in accordance with the provisions of Section 10.03, or (c) by way of
pledge or assignment of a security interest authorized by Section 10.04 (and any other attempted assignment, transfer or pledge by
any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided
in Section 10.03 of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


10.02.2.
Assignments By Lenders. Each Lender may assign to one or more Eligible Assignees all or any portion of such Lender’s
interests, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion of its
Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that
(a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning
Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments
and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not
less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment of a proportionate amount
of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments
assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d)
the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its
acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And
Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky
Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date
specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof,
(a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights,
duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such
Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all
indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with
respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an
Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the
other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their
interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of
rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit
Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this
Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender
will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting
Lender.


 




    	128



     


    

 


10.02.3.
Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender pursuant to
Section 10.02.2, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth
herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount
sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or
subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent,
the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the
applicable assignee and assignor hereby irrevocably consent), to (a) pay and satisfy in full all payment liabilities then owed by
such Defaulting Lender to the Administrative Agent, the Issuing Bank, the Swingline Lender and each other Lender hereunder (and
interest accrued thereon), and (b) acquire (and fund as appropriate) its full pro rata share of all Loans and participations
in Letters of Credit and Swingline Loans in accordance with its respective Commitment Percentages. Notwithstanding the foregoing, in
the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable
Laws without compliance with the provisions of this Section, then the assignee of such interest shall be deemed to be a Defaulting
Lender for all purposes of this Agreement until such compliance occurs.


 


10.02.4.
Register. The Administrative Agent, acting solely for this purpose as a limited fiduciary agent of the Borrowers, shall maintain
a copy of each Assignment And Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders and the amount of the Loans with respect to each Lender from time to time (the “Register”). The entries
in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent and the Lenders
shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrowers or the Lenders at any reasonable time and from time to time upon
reasonable prior notice.


 


10.02.5.
Procedures for Implementing Lender Assignments. Upon the Administrative Agent’s receipt of an Assignment And Assumption
executed by an assigning Lender and an Eligible Assignee together with any Note or Notes subject to such Assignment and Assumption
and any necessary consents to such Assignment and Assumption, the Administrative Agent shall, if such Assignment and Assumption has
been completed and is substantially in the form of Exhibit A (a) accept such Assignment And Assumption, (b) record the information
contained therein in the Register, (c) give prompt notice thereof to the Borrowers, and (d) promptly deliver a copy of such
Assignment And Assumption to the Borrowers. Within three (3) Business Days after receipt of notice, the Borrowers shall execute and
deliver to the Administrative Agent, in exchange for the surrendered Notes, new Notes to the order of such Eligible Assignee in
amounts equal to the Commitments and Commitment Percentages assumed by it pursuant to such Assignment And Assumption and new Notes
to the order of the assigning Lender in an amount equal to the Commitments and Commitment Percentages retained by the assigning
Lender. Such Notes shall be in the aggregate stated principal amount equal to the aggregate principal amount of such surrendered
Notes, shall be dated the effective date of such Assignment And Assumption and shall otherwise be in substantially the form of the
assigned Notes delivered to the assigning Lender. The surrendered Notes shall be canceled and returned to the Borrowers. The
Borrowers expressly acknowledge that the cancellation of any Note or Notes and the replacement of any Note or Notes in accordance
with this provision shall not constitute or be deemed to be a refinancing or a novation of any of the Obligations.


 


10.02.6.
Cashless Settlements. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or
rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction
permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrowers, the Administrative
Agent and such Lender.


 




    	129



     


    

 


Section
10.03. Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent,
sell participations to any Person (other than to a Defaulting Lender, a natural Person (or a holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of a natural Person), or the Borrowers or any of the Borrowers’ Affiliates or
Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitments and/or the Loans owing to it); provided that (a) such Lender’s
obligations under this Agreement shall remain unchanged, (b) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, and (c) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.
For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 2.11.5. Any agreement or instrument pursuant
to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and
to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described
in Section 10.01 that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections
2.07.3, 2.10 and 2.11 (subject to the requirements and limitations therein, including the requirements under Section 2.11.7 (it being
understood that the documentation required under Section 2.11.7 shall be delivered to the participating Lender)) to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to Section 10.02 of this Agreement; provided that such
Participant (i) agrees to be subject to the provisions of Section 2.12 as if it were an assignee under Section 10.02 of this Agreement;
and (ii) shall not be entitled to receive any greater payment under Sections 2.10 or 2.11, with respect to any participation, than its
participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results
from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation
agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions
of Section 2.12.2 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits
of Section 10.07 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.08 as though it
were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a limited non-fiduciary agent of the Borrowers,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity
of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its
other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such
commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person
whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have
no responsibility for maintaining a Participant Register.


 


Section
10.04. Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 




    	130



     


    

 


Section
10.05. Resignations Of Issuing Bank And Swingline Lender. Notwithstanding anything to the contrary the Issuing Bank may upon thirty
(30) days’ notice to the Administrative Agent, the Borrowers and the Lenders, resign as Issuing Bank, and/or (b) the Swingline
Lender may upon thirty (30) days’ notice to the Administrative Agent, the Borrowers and the Lenders, resign as Swingline Lender.
After the resignation of the Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of the Issuing Bank under this Agreement and the other Credit Documents with respect to Letters of Credit
issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase
any existing Letter of Credit. After the resignation of the Swingline Lender hereunder, the retiring Swingline Lender shall remain a
party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement and the other Credit
Documents with respect to Swingline Loans made by it prior to such resignation, but shall not be required to make any additional Swingline
Loans.


 


Section
10.06. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any other Credit Document), each of the Borrowers acknowledges
and agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger,
are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the Administrative Agent
and the Arranger, on the other hand, (ii) the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the
extent the Borrowers have deemed appropriate, and (iii) the Borrowers are capable of evaluating, and understand and accept, the terms,
risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (b) (i) the Administrative Agent and
the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has
not been, is not, and will not be acting as an advisor, agent or fiduciary for any of the Borrowers or any of their Affiliates, or any
other Person and (ii) neither the Administrative Agent nor the Arranger has any obligation to any of the Borrowers or any of their Affiliates
with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents;
and (c) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Borrowers and their Affiliates, and neither the Administrative Agent nor the Arranger
has any obligation to disclose any of such interests to the Borrowers or their Affiliates. To the fullest extent permitted by Law, each
Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any
breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


Section
10.07. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank, and each
of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable
Laws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any
time held, and other obligations (in whatever currency) at any time owing, by such Lender, the Issuing Bank or any such Affiliate, to
or for the credit or the account of any Borrower or any other Loan Party against any and all of the Obligations of the Borrowers or any
Loan Party now or hereafter existing under this Agreement or any other Credit Document to such Lender or the Issuing Bank or their respective
Affiliates, irrespective of whether or not such Lender, the Issuing Bank or any of their Affiliates shall have made any demand under
this Agreement or any other Credit Document and although such Obligations of the Borrowers or any Loan Party may be contingent or unmatured
or are owed to a branch, office or Affiliate of such Lender or the Issuing Bank different from the branch, office or Affiliate holding
such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such
right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance
with the provisions of Section 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and
deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (b) the Defaulting Lender shall
provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender
as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this
Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their
respective Affiliates may otherwise have under applicable Laws. The Lender and the Issuing Bank each agree to notify the Borrowers and
the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not
affect the validity of such setoff and application.


 




    	131



     


    

 


Section
10.08. Expenses; Indemnity; Damage Waiver.


 


10.08.1.
Costs and Expenses. The Borrowers jointly and severally promise to pay (a) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent),
related to due diligence performed in connection with the Closing Date Transactions, the syndication of the credit facilities hereunder,
the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents, or any amendments,
or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),
(b) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder, (c) all out-of-pocket expenses incurred by the Administrative Agent, any
Lender or the Issuing Bank (including the fees, charges and disbursements of one firm of counsel for the Administrative Agent, any Lender
or any Issuing Bank taken as a whole and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for
all such parties taken as a whole (and in the case of an actual or perceived conflict of interest, of another firm or counsel for such
affected party taken as a whole), but in any event excluding allocated costs of internal counsel) in connection with the enforcement
or protection of its rights (i) in connection with this Agreement and the other Credit Documents, including its rights under this Section,
or (ii) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (d) all other Credit Party Expenses. The
agreements of the Borrowers set forth in this Section 10.08.1 shall not merge into any judgment entered in connection with this Agreement
or any other Credit Documents but shall survive as separate independent contractual agreements of the Borrowers.


 


10.08.2.
Indemnification by the Borrowers. The Borrowers jointly and severally agree to indemnify the Administrative Agent (and any
sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the fees, charges and disbursements of one firm of counsel for the Indemnitees taken as
a whole and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all such parties taken as a
whole (and in the case of an actual or perceived conflict of interest, of another firm or counsel for such affected party taken as a
whole), but in any event excluding allocated costs of internal counsel), and to indemnify and hold harmless each Indemnitee from all
fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any Person (including the Borrowers or any other Loan Party) other than such Indemnitee and its Related
Parties arising out of, in connection with, or as a result of (a) the execution or delivery of this Agreement, any other Credit
Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (b) any Loan or Letter
of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for
payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or
operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of
its Subsidiaries, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party,
and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such
Indemnitee, or (y) result from a claim brought by a Borrower or any other Loan Party against an Indemnitee for breach in bad faith
of such Indemnitee’s obligations hereunder or under any other Credit Document, if a Borrower or such Loan Party has obtained a
final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 10.08.2
shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax
claim.


 




    	132



     


    

 


10.08.3.
Reimbursement by Lenders. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under
Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, any Swingline
Lender or any Related Party of any of the foregoing, each Lender severally promises to pay to the Administrative Agent (or any such
sub-agent), the Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata
share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each
Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such
unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the
Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to
pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving
Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further,
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as
such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing
Bank or any the Swingline Lender in connection with such capacity.


 


10.08.4.
Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Laws, each Borrower agrees that it will not
assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any
other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or Letter of Credit, or the use of the proceeds thereof. No Indemnitee referred to in Section 10.08.2 above shall be liable for any
damages arising from the use by unintended recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit
Documents or the transactions contemplated hereby or thereby.


 


10.08.5.
Payments. All amounts due under this Section shall be payable not later than ten (10) Business Days after demand
therefor.


 


10.08.6.
Survival. Each party’s obligations under this Section 10.08 shall survive the termination of the Credit Documents and the
payment of the Obligations hereunder.


 


Section
10.09. Course of Conduct. No failure or delay by any Credit Party in exercising any right or power under any Credit Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Credit Parties under the Credit Documents are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of any Credit Document or consent to any departure by any Loan Party therefrom
shall in any event be effective unless such waiver is made in accordance with Section 10.01 of this Agreement, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which given. No waiver or indulgence by any of the Credit
Parties shall constitute a future waiver of performance or exact performance by any of the Loan Parties. No amendment or waiver shall
be effective unless in writing. Without limiting the generality of the foregoing, the advance of proceeds of a Loan or the issuance of
a Letter of Credit shall not be construed as a waiver of any Default or an Event of Default, regardless of whether any Credit Party may
have had notice or knowledge of such Default or Event of Default at the time of such advance or issuance.


 




    	133



     


    

 


Section
10.10. Notices; Effectiveness; Electronic Communication.


 


10.10.1.
Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and
except as provided in Section 10.10.2 below), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as
follows:


 


(a)
if to any of the Borrowers or to any other Loan Party, to it at 6130 Lazydays Blvd., Seffner, FL 33584, Attention of Nick Tomashot, Chief
Financial Officer (ntomashot@lazydays.com; Telephone No. (813) 204-4374);


 


(b)
if to the Administrative Agent, to Manufacturers and Traders Trust Company at One Fountain Plaza – 12th Floor, Buffalo,
NY 14203, Attention of Brendan Kelly, Vice President (bkelly@mtb.com; Telephone No. (716) 848-2778; and to M&T Debt Capital Markets
Group, 25 S. Charles Street, 12th Floor, Baltimore, Maryland 21201, Attention of Chad Durakis, Vice President (Telephone No.
(410) 244-4580);


 


(c)
if to Manufacturers and Traders Trust Company in its capacity as provider of the M&T Advances, to it at M&T Bank Dealer Commercial
Services, One Fountain Plaza – 12th Floor, Buffalo, NY 14203, Attention of Brendan Kelly, Vice President (bkelly@mtb.com);
Telephone No. (716) 858-2778;


 


(d)
if to Manufacturers and Traders Trust Company in its capacity as Issuing Bank, to it at One Fountain Plaza – 12th Floor,
Buffalo, NY 14203, Attention of Brendan Kelly, Vice President (bkelly@mtb.com; Telephone No. (716) 858-2778; and if to any other Issuing
Bank, to it at the address provided in writing to the Administrative Agent and the Borrowers at the time of its appointment as an Issuing
Bank hereunder;


 


(e)
if to a Lender, to it at its address (or facsimile number) set forth on its respective Lender Addendum or Assignment And Assumption.


 


Notices
sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered
through electronic communications, to the extent provided in Section 10.10.2 below, shall be effective as provided in said Section 10.10.2.


 




    	134



     


    

 


10.10.2.
Electronic Communications. Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent. The Administrative Agent or any of the Borrowers may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (a) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient
(such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (b)
notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended
recipient, at its e-mail address as described in the foregoing clause (a), of notification that such notice or communication is available
and identifying the website address therefor; provided that, for both clauses (a) and (b) above, if such notice, email or other
communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been
sent at the opening of business on the next business day for the recipient.


 


10.10.3.
Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder
by notice to the other parties hereto.


 


10.10.4.
Platform. (a) Each of the Borrowers and each other Loan Party agrees that the Administrative Agent may, but shall not be obligated
to, make the Communications (as defined below) available to the Issuing Bank and the other Lenders by posting the Communications on the
Platform; and (b) the Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do
not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty
of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular
purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection
with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the
“Agent Parties”) have any liability to the Borrowers or to any other Loan Parties, any Lender or any other Person
or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses
or expenses (whether in tort, contract or otherwise) arising out of the Borrowers’, any Loan Party’s or the Administrative
Agent’s transmission of Communications through the Platform. “Communications” means, collectively, any notice,
demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Credit Document
or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender or the Issuing Bank by means of
electronic communications pursuant to this Section, including through the Platform.


 


Section
10.11. Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the Issuing Bank agree
to maintain the confidentiality of the “Information” (as defined below), except that Information may be disclosed (a) to
its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested
by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority,
such as the National Association of Insurance Commissioners); (c) to the extent required by applicable Laws or by any subpoena or similar
legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Credit
Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or
thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (ii)
any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be
made by reference to the Borrowers and their obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any
rating agency in connection with rating the Borrowers or their Subsidiaries or the credit facilities hereunder or (ii) the CUSIP Service
Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities hereunder;
(h) with the consent of the Borrowers; or (i) to the extent such Information (x) becomes publicly available other than as a result of
a breach of this Section, or (y) becomes available to the Administrative Agent, any Lender, any Issuing Bank or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrowers. In addition, the Administrative Agent and the Lenders may
disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to
the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this
Agreement, the other Credit Documents, and the Commitments. For purposes of this Section, “Information” means all
information received from the Borrowers or any of their Subsidiaries relating to the Borrowers or any of their Subsidiaries or any of
their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing
Bank on a nonconfidential basis prior to disclosure by the Borrowers or any of their Subsidiaries; provided that, in the case
of information received from the Borrowers or any of their Subsidiaries after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section
shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information.


 




    	135



     


    

 


Section
10.12. Counterparts And Integration. This Agreement may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This
Agreement and the other Credit Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section
4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery
of an executed counterpart of a signature page of this Agreement or a Lender Addendum by facsimile or in electronic (i.e., “pdf”
or “tif”) format shall be just as effective as the delivery of a manually executed counterpart of this Agreement.


 


Section
10.13. Electronic Execution. The words “execution”, “signed,” “signature,” and words of like
import in any Credit Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform
Electronic Transactions Act. Without limitation to the foregoing, signature pages to the Credit Documents delivered by electronic communication
(including facsimile, e-mail and internet or intranet websites) shall be as effective, valid and enforceable and binding upon the indicated
signatories as manually delivered signatures.


 


Section
10.14. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in
any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction
shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.


 




    	136



     


    

 


Section
10.15. Survival. All covenants, agreements, representations and warranties made by the Borrowers herein and in the certificates
or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Credit Document shall be considered
to have been relied upon by the other parties hereto and shall survive the execution and delivery of any Credit Document and the making
of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Credit Party
may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder,
and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount
payable under the Credit Documents is outstanding and unpaid and so long as the Revolving Credit Commitments have not expired or terminated.
The provisions of Sections 2.07.3, 2.09, 2.10.4, 2.10.5, Article 9 and Section 10.08 shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans and the termination of the Commitments
or the termination of this Agreement or any provision hereof.


 


Section
10.16. Time. Time is of the essence to this Agreement.


 


Section
10.17. Advertisement. The Borrowers authorize the Administrative Agent to publish the names of the Borrowers and the amount of
the financing provided in accordance with this Agreement in any “tombstone” or comparable advertisement which the Administrative
Agent elects to publish. The Borrowers further agree that the Administrative Agent may provide lending industry trade organizations with
information necessary and customary (including, without limitation, the amount and type of facilities, the rates and counsel’s
name) for inclusion in league table measurements after the Closing Date. Without limiting the generality of the foregoing, the Borrowers
consent to the disclosure by the Administrative Agent after the Closing Date of information relating to the Loans to Gold Sheets
and other similar bank trade publications, with such information to consist of deal terms consisting of (a) the Borrowers’ names,
(b) principal loan amounts, (c) interest rates, (d) term lengths, (e) commitment fees and other fees to the Lenders in the syndicate,
and (f) the identity of their attorneys and other information customarily found in such publications.


 


Section
10.18. Acknowledgments. Each Borrower hereby acknowledges that (a) it and each of the other Loan Parties has been advised and
represented by counsel in the negotiation, execution and delivery of each Credit Document, (b) no Credit Party has any fiduciary relationship
with or duty to it or any other Loan Party arising out of or in connection with this Agreement and the relationship between the Credit
Parties, on one hand, and the Borrowers and the other Loan Parties, on the other hand, in connection herewith is solely that of creditors
and debtors, and (c) no joint venture exists among any of the Credit Parties and the Borrowers or any of the other Loan Parties.


 


Section
10.19. Governing Law. This Agreement and the other Credit Documents and any claims, disputes or causes of action (whether in contract
or tort) arising out of or related to this Agreement or any other Credit Document (except as to any other Credit Document, as expressly
set forth therein) and the transaction contemplated hereby and thereby shall be governed by, and construed in accordance with, the Laws
of the Governing State.


 


Section
10.20. Jurisdiction. Each Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or
proceeding of any kind or description, whether in Law or equity, whether in contract or in tort or otherwise, against the Administrative
Agent, any Lender, any Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other Credit
Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York
County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each
of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect
of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted
by applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing
in this Agreement or in any other Credit Document shall affect any right that the Administrative Agent, any Lender or any Issuing Bank
may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against the Borrowers or
any other Loan Party or its properties in the courts of any jurisdiction.


 




    	137



     


    

 


Section
10.21. Venue. Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively
do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or the other Credit Documents in any court referred to in Section 10.20. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.


 


Section
10.22. Service Of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for
notices in Section 10.10. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other
manner permitted by Law.


 


Section
10.23. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE OBLIGATIONS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 


Section
10.24. USA Patriot Act Notice. Each Credit Party that is subject to the USA Patriot Act hereby notifies the Borrowers that pursuant
to the requirements of the USA Patriot Act it is required to obtain, verify and record information that identifies the Borrowers, which
information includes the names and address of the Borrowers and other information that will allow such Credit Party to identify the Borrowers
in accordance with the USA Patriot Act.


 


Section
10.25. Acknowledgement Regarding Any Supported QFCs. To the extent that the Credit Documents provide support, through a guarantee
or otherwise, for Hedging Obligations or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other
state of the United States):


 


(a)
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that
might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Credit Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event
affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 




    	138



     


    

 


(b)
As used in this Section 10.25, the following terms have the following meanings:


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such party.


 


“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12
C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§382.2(b).


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81,
47.2 or 382.1, as applicable.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


[Signatures
begin on following page.]


 




    	139



     


    

 


IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Credit Agreement to be executed by their
respective duly Authorized Officers as of the date first written above.


 


	 	BORROWERS:
	 	 
	 	LDRV
    HOLDINGS CORP.,
	 	a
    Delaware corporation
	 	 
	 	By:	 
	 	 	 
	 	LAZYDAYS
    RV AMERICA, LLC,
	 	LAZYDAYS
    RV DISCOUNT, LLC,
	 	LAZYDAYS
    MILE HI RV, LLC,
	 	LAZYDAYS
    OF MINNEAPOLIS LLC,
	 	LDRV
    OF TENNESSEE LLC,
	 	LDRV
    OF NASHVILLE, LLC,
	 	LAZYDAYS
    RV OF CHICAGOLAND, LLC,
	 	LAZYDAYS
    OF CENTRAL FLORIDA, LLC,
	 	LONE
    STAR ACQUISITION, LLC,
	 	A
    Delaware limited liability company,
	 	Authorized
    to do business in Texas under the name
	 	LONE
    STAR LAND OF HOUSTON, LLC,
	 	LONE
    STAR DIVERSIFIED, LLC,
	 	LAZYDAYS
    RV OF PHOENIX, LLC, and
	 	LAZYDAYS
    RV OF ELKHART, LLC,
	 	Each
    a Delaware limited liability company
	 	 
	 	By:	LDRV
    Holdings Corp.,
	 	 	a
    Delaware corporation,
	 	 	its
    Manager
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Credit Agreement]


 




    	 



     


    

 


	 	GUARANTORS:
	 	 
	 	LAZYDAYS
    HOLDINGS, INC.
	 	LAZYDAYS’
    R.V. CENTER, INC.
	 	LAZYDAYS
    LAND HOLDINGS, LLC
	 	LAZYDAYS
    LAND OF ELKHART, LLC
	 	LAZYDAYS
    SERVICE OF ELKHART, LLC
	 	LAZYDAYS
    LAND OF CHICAGOLAND, LLC
	 	 
	 	By:	                               
	 	Name:	 
	 	Title:	 


 


[Credit
Agreement]


 




    	 



     


    

 


	 	ADMINISTRATIVE
    AGENT:
	 	 
	 	MANUFACTURERS
    AND TRADERS TRUST COMPANY,
	 	a
    New York banking corporation,
	 	in
    its capacity as Administrative Agent
	 	 
	 	By:	                               
	 	 	Brendan
    Kelly
	 	 	Vice
    President


 


[Credit Agreement]


 




    	 



     


    

 


	 	LENDER:
	 	 
	 	MANUFACTURERS
    AND TRADERS TRUST COMPANY,
	 	a
    New York banking corporation,
	 	in
    its capacity as a Lender
	 	 
	 	By:	                                
	 	 	Brendan
    Kelly
	 	 	Vice
    President


 


[Credit Agreement]


 




    	 



     


    

 


	 	LENDER:
	 	 
	 	NYCB
    SPECIALTY FINANCE COMPANY, LLC,
	 	in
    its capacity as a Lender
	 	 
	 	By:	                         
	 	 	 
	 	 	 


 


[Credit
Agreement]


 




    	 



     


    

 


	 	LENDER:
	 	 
	 	HUNTINGTON
    NATIONAL BANK,
	 	in
    its capacity as a Lender
	 	 
	 	By:	                       
	 	 	 
	 	 	 


 


[Credit Agreement]


 




    	 



     


    

 


	 	LENDER:
	 	 
	 	BANK
    OF THE WEST,
	 	in
    its capacity as a Lender
	 	
	 	By:	              
	 	 	 
	 	 	 


 


[Credit
Agreement]


 




    	 



     


    

 


Schedule
1.01


Lenders
and Commitments


 


	Lender	 	Floor Plan Loan Commitment	 	 	Floor Plan Loan Commitment Percentage	 	 	Revolving Credit Commitment	 	 	Revolving Credit Commitment Percentage	 	 	Term Loan Commitment	 	 	Term Loan Commitment Percentage	 
	Manufacturers and Traders Trust Company	 	$	176,756,756.76	 	 	 	54.054054054	%	 	$	13,513,513.51	 	 	 	54.054054054	%	 	$	6,108,108.04	 	 	 	54.054054054	%
	NYCB Specialty Finance Company, LLC	 	$	66,283,783.78	 	 	 	20.270270270	%	 	$	5,067,567.57	 	 	 	20.270270270	%	 	$	2,290,540.52	 	 	 	20.270270270	%
	Huntington National Bank	 	$	44,189,189.19	 	 	 	13.513513514	%	 	$	3,378,378.38	 	 	 	13.513513514	%	 	$	1,527,027.01	 	 	 	13.513513514	%
	Bank of the West	 	$	39,770,270.27	 	 	 	12.162162162	%	 	$	3,040,540.54	 	 	 	12.162162162	%	 	$	1,374,324.31	 	 	 	12.162162162	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL	 	$	327,000,000	 	 	 	100	%	 	$	25,000,000	 	 	 	100	%	 	$	11,299,999.88	 	 	 	100	%