Exhibit 10.16


 




 





SECOND
AMENDED AND RESTATED


FLOOR
PLAN SECURITY AGREEMENT


 


 


ORIGINALLY
DATED AS OF JULY 15, 1999,


AMENDED
AND RESTATED AS OF JULY 31, 2002


AMENDED
AND RESTATED AS OF MAY 14, 2004


 


 


BY
AND BETWEEN


 


 


LAZY
DAYS’ R.V. CENTER, INC.


(THE
“COMPANY”)


 


 


AND


 


 


BANK
OF AMERICA, N.A.


(AS
SUCCESSOR BY MERGER TO BANC OF AMERICA SPECIALTY FINANCE, INC.)


AS
COLLATERAL AGENT


UNDER
THE FLOOR PLAN COLLATERAL AGENCY AGREEMENT


(THE
“SECURED PARTY”)




 





 
















 


TABLE OF CONTENTS


 


	
  SECTION 1.

  	
  GRANT OF
  SECURITY INTEREST IN THE COLLATERAL

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  CONTINUING  AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  REPRESENTATIONS,
  COVENANTS, AND AGREEMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  COLLECTION OF
  RECEIVABLES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  SPECIAL
  PROVISIONS RE FLOOR PLAN UNITS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  POWER OF
  ATTORNEY

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  DEFAULTS AND
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  APPLICATION OF
  PROCEEDS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  MISCELLANEOUS

  	
   

  



 


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SECOND AMENDED AND RESTATED


FLOOR PLAN SECURITY AGREEMENT


 


This Second Amended and Restated Floor Plan
Security Agreement (this “Agreement”),  originally
executed  as of July 15, 1999, as amended
and restated as of July 31, 2002, and as amended and restated as of May
14, 2004, is executed by and between Lazy Days’ R.V. Center, Inc., a Florida
corporation (the “Company”),  with its mailing address at 6130 Lazy Days Boulevard,
Seffner, Florida 33584-2968, and Bank of America, N.A. (as successor by merger
to Banc of America Specialty Finance, Inc.), as collateral agent (herein,
together with its successors in trust under the Second Amended and Restated
Floor Plan Collateral Agency Agreement originally dated as of July 15,
1999, as amended and restated as of July 31, 2002, and as amended and
restated as of May 14, 2004 (said Second Amended and Restated Floor Plan
Collateral Agency Agreement, as the same may be amended and supplemented from
time to time being herein called the “Floor Plan Collateral
Agency Agreement”),  being herein called the “Secured
Party”) under the Floor Plan Collateral
Agency Agreement, with its mailing address at 1355 Windward Concourse,
Alpharetta, Georgia 30005-8899, Attention: Joe Sagneri.


 


RECITALS:


 


A.                                   Terms defined in the Floor Plan Collateral Agency
Agreement and not otherwise defined herein shall have the respective meanings
assigned thereto in the Floor Plan Collateral Agency Agreement (including by
reference therein to the Floor Plan Credit Agreement defined therein). All
terms which are used in this Agreement which are defined in the Uniform
Commercial Code of the State of New York (“UCC”)  shall have the same meanings herein as such terms are
defined in the UCC, unless this Agreement shall otherwise specifically provide.


 


B.                                     The Company has entered into the Floor Plan
Credit Agreement with Bank of America, N.A. (as successor by merger to Banc of
America Specialty Finance, Inc.) and KeyBank National Association (a national banking association) (the “Initial Lenders”,  and together with each additional lender that becomes a
party to the Floor Plan Credit Agreement, the “Lenders”),  pursuant to
which the Lenders severally agree to make Loans or otherwise extend credit to
the Company on the terms and subject to the conditions set forth in the Floor
Plan Credit Agreement.


 


C.                                     It is a condition precedent to the effectiveness
of the Floor Plan Credit Agreement, and the obligations of the Lenders to
extend credit to the Company thereunder, that the Company enter into this
Agreement.


 


D.                                    The Company has determined that the execution and
delivery of this Agreement is in furtherance of its corporate purposes and in
its best interest and that it will derive substantial benefit, whether directly
or indirectly, from the execution of this Agreement, having regard for all
relevant facts and circumstances.


 
















 


NOW, THEREFORE, in consideration of the
premises and for the purpose of inducing the Lenders to enter into the Floor
Plan Credit Agreement and to make or continue their respective extensions of
credit to the Company thereunder, and for other good and valuable
consideration, the receipt whereof is hereby acknowledged, the Company does
hereby covenant and agree with the Secured Party, for the benefit of the
Lenders, as follows:


 


SECTION 1.                                GRANT OF SECURITY INTEREST IN THE COLLATERAL.


 


(a)                                  The
Company hereby grants to the Secured Party a first priority perfected security
interest in and lien on, and acknowledges and agrees that the Secured Party has
and shall continue to have a continuing and unconditional security interest in
and lien on, any and all right, title and interest of the Company, whether now
owned or existing or hereafter created, acquired or arising, in and to:


 


(1)                                  Floor Plan Units.  All Floor Plan Units, whether now owned or existing or hereafter created,
acquired, or arising, or in which the Company now has or hereafter acquires any
rights (the term “Floor Plan Units”  means and includes all inventory of the Company consisting
of recreational vehicles and/or towables that are owned and held for sale or
lease by the Company in the ordinary course of its business, it being
acknowledged and agreed that Floor Plan Units shall not include supplies or
spare parts inventory);


 


(2)                                  Receivables.  All Receivables arising from the sale or lease of Floor Plan Units,
whether now owned or existing or hereafter created, acquired, or arising or in
which the Company now has or hereafter acquires any rights, however evidenced
or acquired (whether or not evidenced by instruments, notes, drafts,
acceptances, documents, chattel paper, or otherwise). For purposes of this Agreement,
“Receivables”  means
every right to payment for a Floor Plan Unit sold or leased, whether or not
earned by performance, and includes every account, account receivable, right to
payment for returned Floor Plan Units under supplier agreements with the
vendors thereof, instruments, notes, drafts, acceptances, documents, chattel
paper, and all of the Company’s rights to any returned or repossessed Floor
Plan Units and the right of stoppage in transit, in each case to the extent
arising from the sale or lease of Floor Plan Units, and includes all amounts
paid or payable to the Company (directly or indirectly) by any manufacturer of
a Floor Plan Unit in whatever form (whether designated as a rebate, incentive,
or otherwise), and includes every lien, guaranty, or security interest that
secures a right to payment for a Floor Plan Unit sold or leased;


 


(3)                                  Records.  Supporting evidence and documents relating to any of the above described
property, including, without limitation, written applications, credit information,
account cards, payment records, correspondence, delivery and installation
certificates, invoice copies, delivery receipts, insurance certificates and the
like, together with all books of account, ledgers and cabinets in which the
same are reflected or maintained, regardless of the medium in which they are
stored, all whether now existing or hereafter arising (collectively, the “Records”);


 


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(4)                                  Participation Account.  That certain interest-bearing account maintained by, or under the control
of, the Secured Party for the account of the Company as provided in the Floor
Plan Credit Agreement;


 


(5)                                  Operating Account.  That certain account maintained with Bank of America, N.A. as provided in
the Floor Plan Credit Agreement;


 


(6)                                  Other Deposit Accounts.  All time,
demand, savings, passbook, and similar accounts maintained with an organization
that is engaged in the business of banking, including without limitation a
bank, credit union, savings bank, trust company, and savings and loan
association owned or maintained by the Company, wherever located;


 


(7)                                  Additions.  All additions to and substitutions and replacements of any and all of the
foregoing, whether now existing or hereafter arising; and


 


(8)                                  Proceeds and Products.  All proceeds and products of the foregoing and all insurance of the
foregoing and the proceeds thereof, whether now existing or hereafter arising;


 


all of the foregoing being herein referred to
as the “Floor Plan Priority  Collateral.”


 


Additionally, to the extent not included in the definition of Floor
Plan Priority Collateral above, the Company hereby grants to the Secured Party
a perfected security interest in and lien on, and acknowledges and agrees that
the Secured Party has and shall continue to have a continuing and unconditional
security interest in and lien on, any and all right, title and interest of the
Company, whether now owned or existing or hereafter created, acquired, or
arising, in and to all other assets and property of the Company, including
without limitation, all of the Company’s now owned or hereafter acquired right,
title, and interest in and to each of the following (collectively, the “Additional Collateral”):


 


(a)                                  all of its Accounts,


 


(b)                                 all of its Books,


 


(c)                                  all of its commercial
tort claims described on Schedule 1 to this Agreement,


 


(d)                                 all of its Deposit
Accounts,


 


(e)                                  all of its Equipment,


 


(f)                                    all of its General
Intangibles,


 


(g)                                 all of its Inventory,


 


 


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(h)                                 all of its Investment
Property (including all of its securities and Securities Accounts),


 


(i)                                     all of its
Negotiable Collateral,


 


(j)                                     all of its
Supporting Obligations,


 


(k)                                  money or other assets
of the Company that now or hereafter come into the possession, custody, or
control of any Lender, and


 


(l)                                     the proceeds and
products, whether tangible or intangible, of any of the foregoing, including
proceeds of insurance covering any or all of the foregoing, and any and all
Accounts, Books, Deposit Accounts, Equipment, General Intangibles, Inventory,
Investment Property, Negotiable Collateral, Real Property, Supporting
Obligations, money, or other tangible or intangible property resulting from the
sale, exchange, collection, or other disposition of any of the foregoing, or
any portion thereof or interest therein, and the proceeds thereof,


 


provided, that, the
term “Additional Collateral” does not include
any of the Company’s rights or interests in any license, contract, or agreement
to which the Company is a party or any of its rights or interests thereunder to
the extent that such a grant would, under the express terms of the license,
contract, or agreement or otherwise, result in a breach of the terms of, or
constitute a default under the license, contract, or agreement (other than to
the extent that the term would be rendered ineffective pursuant to Sections
9-406, 9-407 or 9-408 of the UCC of any relevant jurisdiction or any other
applicable law (including the Bankruptcy Code) or principles of equity); provided,
further,
that “Additional Collateral” includes (y) any
and all proceeds of the rights or interests described above to the extent that
the assignment or encumbering of the proceeds is not so restricted, and (z)
upon any such licensor or other applicable party’s consent with respect to any
such otherwise excluded rights or interests described above being obtained,
thereafter such rights or interests described above as well as any proceeds
thereof that theretofore have been excluded from the grant, assignment,
transfer, and conveyance of a security interest shall be included in the
Additional Collateral.


 


For purposes of this Agreement, “Collateral” means, collectively, the Floor Plan Priority
Collateral and the Additional Collateral. 
Additionally, for purposes of this Agreement, the following terms have
the meanings ascribed to them below:


 


“Account” means an
account (as that term is defined in the UCC).


 


“Books” means all of the
Company’s now owned or hereafter acquired books and records (including all of
its records indicating, summarizing, or evidencing its assets (including the
Collateral) or liabilities, all of the Company’s records (in any medium)
relating to its business operations or financial condition, and all of its
goods or General Intangibles related to such information).


 


“Deposit Account” means
any deposit account (as that term is defined in the UCC).


 


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“Equipment” means
equipment (as that term is defined in the UCC) and includes machinery, machine
tools, motors, furniture, furnishings, fixtures, vehicles (including motor
vehicles), computer hardware, tools, parts, and goods (other than consumer
goods, farm products, or Inventory), wherever located, including all
attachments, accessories, accessions, replacements, substitutions, additions,
and improvements to any of the foregoing.


 


“General Intangibles”
means general intangibles (as that term is defined in the UCC), including
payment intangibles, contract rights, rights to payment, rights arising under
common law, statutes, or regulations, choses or things in action, goodwill,
patents, trade names, trade secrets, trademarks, servicemarks, copyrights,
blueprints, drawings, purchase orders, customer lists, monies due or
recoverable from pension funds, route lists, rights to payment and other rights
under any royalty or licensing agreements, infringement claims, computer
programs, information contained on computer disks or tapes, software,
literature, reports, catalogs, insurance premium rebates, tax refunds, and tax
refund claims, and any other personal property other than Accounts, Deposit
Accounts, goods, Investment Property, and Negotiable Collateral.


 


“Inventory” means
inventory (as that term is defined in the UCC).


 


“Investment Property”
means investment property (as that term is defined in the UCC).


 


“Negotiable Collateral”
means letters of credit, letter of credit rights, instruments, promissory
notes, drafts, documents, and chattel paper (including electronic chattel paper
and tangible chattel paper).


 


“Real Property” means
any estates or interests in real property now owned or hereafter acquired by
the Company and the improvements thereto.


 


“Securities Account”
means a securities account (as that term is defined in the UCC).


 


“Supporting Obligation”
means a letter-of-credit right or secondary obligation that supports the
payment or performance of an Account, chattel paper, document, General
Intangible, instrument, or Investment Property.


 


(b)                                This
Agreement is made and given to secure, and shall secure, the prompt payment or
performance in full when due, whether by lapse of time, acceleration or
otherwise, of the Secured Obligations.


 


(c)                                 On the date hereof the security interests and
liens granted hereunder by the Company shall constitute valid and enforceable
security interests under applicable law securing the Secured Obligations.


 


(d)                                The Secured Party may elect (but is not
obligated, except as expressly set forth in Section 2 of this Agreement
upon the full payment and satisfaction of all Secured Obligations and upon
termination or expiration of all commitments to extend credit


 


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consisting of the Secured Obligations) to do
any of the following at any time and from time to time:  (i) receive or release other security for
payment of the Secured Obligations; (ii) release any party primarily or
secondarily liable for payment of the Secured Obligations; (iii) apply any
security held by it to the satisfaction of the Secured Obligations; (iv) discharge
any lien on the Collateral that has not been expressly allowed in writing by it
and pay the costs of insuring, maintaining, and preserving the Collateral; or
(v) apply any proceeds of insurance that it receives in respect of any
Collateral toward payment of the Secured Obligations, whether or not due, as
the Secured Party determines in its sole discretion (and in accordance with the
Floor Plan Collateral Agency Agreement); in each case without prejudice to its
rights under this Agreement.


 


(e)                                 All monies, securities, and other property held
or received by the Secured Party from or for the account of the Company
(including any and all deposits (general or special), account balances, and
credits of the Company with the Secured Party at any time existing), shall be
deemed Collateral and held as security for the Secured Obligations and may be
set-off and applied against the Secured Obligations.  The Company authorizes the Secured Party’s
affiliates to pay or deliver to the Secured Party any deposits or sums credited
by or due from the Secured Party’s affiliates to the Company for application
against any of the Secured Obligations, at any time upon the occurrence of any
Event of Default without any necessity of the Secured Party to resort to other
security or sources of reimbursement for the Secured Obligations.


 


SECTION 2.                                CONTINUING 
AGREEMENT.


 


This Agreement shall be a continuing
agreement in every respect and shall remain in full force and effect until all
of the Secured Obligations shall have been fully paid and satisfied and all
commitments to extend credit consisting of Secured Obligations to the Company
have terminated or expired. Upon such termination of this Agreement, the
Secured Party shall, upon the request and at the expense of the Company, forthwith
release all its liens and security interests hereunder.


 


SECTION 3.                                REPRESENTATIONS, COVENANTS, AND AGREEMENTS.


 


The Company hereby represents to, and
covenants and agrees with, the Secured Party that:


 


(a)                                  Unless
and to the extent the Secured Party shall otherwise consent in writing, the
Company will not store, locate or maintain the Collateral in any location or
account where the Secured Party would not have a perfected security interest,
except for Collateral in transit to the purchaser thereof. As of the date
hereof, the Company’s chief executive office and principal place of business,
and the place where its books and records are kept, is at 6130 Lazy Days
Boulevard, Seffner, Florida 33584-2968, and the Collateral is located at the
locations set forth on Schedule 3(a) hereto; and the Company has no other
places of business or locations of Collateral other than as set forth on
Schedule 3(a) hereto. The Company has not transacted business at any time
during the immediately preceding five-year period,


 


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and does not currently transact business, under any
trade names other than Company’s legal name set forth in the preamble of this
Agreement and the trade names set forth on Schedule 3(a) hereto. The
Company will not maintain its chief executive office or places of business or
the location of its books and records, or permit the Collateral to be located,
at any location other than that specified pursuant to the second sentence of
this clause 3(a), nor shall the Company change its name or transact business
under any trade name, in each case without first providing the Secured Party 30
days’ prior written notice of its intent to do so and filing all copies of any
financing statements or amendments thereto necessary to preserve the perfection
of the Secured Party’s lien on and security interest in the Collateral, and,
upon the request of the Secured Party, furnishing to the Secured Party an
Opinion of Counsel with respect to such perfection, all of the foregoing to be
reasonably satisfactory in form and substance to the Secured Party. The
Company’s federal taxpayer identification number is 59-1764794 and Florida
organizational number is 544013.


 


(b)                                 The
Company will perform its obligations under any contract or other agreement
constituting a part of the Collateral such that no default or event of default
shall occur thereunder, and will comply with the terms and conditions of any
leases, easements, right-of-way agreements and other agreements binding upon
the Company or affecting the Collateral which cover the premises wherein the
Collateral is located and any orders, ordinances, laws and statutes of any
city, state or other governmental entity, department or agency having
jurisdiction with respect to such premises or the conduct of business thereon,
in each case, to the extent necessary to ensure that failure to perform or
non-compliance with such terms and conditions or any such orders, ordinances,
laws and statutes could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect (as defined in the Floor Plan Credit
Agreement), it being understood and agreed that the Secured Party has no
responsibility to perform such obligations, to inquire as to the nature or
sufficiency of any payment received by Secured Party in respect of any of the
Collateral, or as to the sufficiency of any performance by any party under any
contract or agreement, to present or file any claim, or to take any other
action to enforce any performance or to collect the payment of any amounts that
might have been assigned to the Secured Party or to which the Secured Party may
be entitled at any time or times.


 


(c)                                  The Secured Party shall have the right to conduct
at any time and from time to time as often as Secured Party deems advisable or
necessary (and, whenever the Secured Party so desires, on a continuous basis)
an inventory audit of each Floor Plan Unit of the Company on a random basis
regardless of whether an Event of Default exists.  Additionally, the Secured Party shall have
all the rights granted to it in section 7.3 of the Floor Plan Credit
Agreement and all of the provisions of section 7.3 of the Floor Plan
Credit Agreement are incorporated by reference into this Agreement.  The Company will, upon request of the Secured
Party, authorize and instruct all bailees and any other parties at any time
processing, labeling, packaging, holding, storing or shipping all or any part
of the Collateral to


 


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permit the Secured Party or its designees to
examine and inspect any of the Collateral then in such party’s possession and
to verify from such party’s own books and records any information concerning
the Collateral or any part thereof which the Secured Party may seek to verify.
As to any premises not owned by the Company wherein any of the Collateral is
located, the Company shall, at the Secured Party’s request, cause each party
having any right, title or interest in, or lien on, any of such premises to
enter into an agreement (any such agreement to contain a legal description of
the premises) whereby such party disclaims any right, title and interest in and
lien on the Collateral and allows the removal of such Collateral by the Secured
Party and is otherwise in form and substance reasonably acceptable to the
Secured Party.


 


(d)                                 The
Company agrees from time to time to deliver to the Secured Party such evidence
(including copies) of the existence, location and identity of the Collateral
and of its availability as collateral security pursuant hereto as the Secured
Party may reasonably request. The Secured Party shall have the right to verify
all or any part of the Collateral in any manner, and through any medium, which
the Secured Party reasonably considers appropriate, and the Company agrees to
furnish all assistance and information, and perform any acts, which the Secured
Party may reasonably require in connection therewith.


 


(e)                                  The
Company agrees, at its sole cost and expense, to prepare, execute and deliver
to the Secured Party, and thereafter to timely file or record in every place
specified by the Secured Party in its sole discretion, such further agreements
and assignments or other instruments and to do all such other things necessary
or reasonably appropriate to assure the Secured Party its perfected security
interest hereunder, to secure the full and punctual payment and performance of
the Secured Obligations, and to enable the Secured Party to exercise and
enforce its rights and powers under this Agreement with respect to the
Collateral, including, without limitation, executing such notices of liens,
certificates of title, financing statement or statements, continuation
statements or amendments thereof or supplements thereto or other instruments as
may from time to time be required in order to comply with the UCC or any other
laws or statutes which govern security interests in or liens on the Collateral
and any successor statute(s) thereto from time to time in effect in any state
the laws of which apply to security interests in the Collateral or any portion
thereof. The Company hereby agrees that a carbon, photographic or other
reproduction of this Agreement or any such financing statement is sufficient
for filing as a financing statement by the Secured Party without notice thereof
to the Company wherever the Secured Party in its sole discretion desires to
file the same. If any Collateral is in the possession or control of any of the
Company’s agents or processors and the Secured Party so requests, the Company
agrees to notify such agents or processors in writing of the Secured Party’s
security interest therein and, upon the occurrence and continuance of an Event
of Default and at the Secured Party’s request, instruct all agents and
processors in possession of Collateral to hold all such Collateral for the
Secured Party’s account and subject to the Secured Party’s instructions. The
Company agrees to mark its books and records to reflect the


 


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security interest of the Secured Party in the
Collateral.  The Company irrevocably
authorizes the Secured Party to file a UCC financing statement, continuation
statement, or amendment (i) describing the Collateral in the same manner as it
is described in this Agreement or as “all assets” or “all personal property of
the Company” or words of similar effect, regardless of whether any particular
asset included in the Collateral falls within the scope of Article 9 of
the UCC and (ii) providing any other information required by Article 9 of
the UCC for the sufficiency or filing office acceptance of the financing
statement, continuation statement, or amendment.  The Company ratifies the authorization it
granted to the Secured Party to file financing statements and related
amendments before the date of this Agreement.


 


(f)                                    The
Company is and at all times shall remain a “licensed dealer” within the meaning
of chapter 319 of the Florida Statutes, including 319 FLA. STAT. ANN.
§319.27(1) (1999) thereof, or any successor statute thereto. In the event the
exemption from the lien notation requirement provided for in the foregoing
Florida Statutes is no longer applicable to the Company or the relevant
Collateral, and in any event upon the request of the Secured Party, the Company
shall cause the Secured Party’s Lien in and to any portion of the Collateral
subject to a certificate of title law to be duly noted on such certificate of
title or to otherwise be filed in such manner as is required by law in order to
perfect such Lien, and will cause all such certificates of title to be
deposited with the Secured Party. Upon the occurrence of an Event of Default,
the Company shall deliver to the Secured Party a manufacturer’s statement of
origin and/or certificates of title for all Collateral consisting of vehicle
inventory.


 


(g)                                 On
failure of the Company to perform any of the covenants and agreements herein
contained, the Secured Party may, at its option (upon 10 days written notice to
the Company unless the Secured Party in good faith determines that immediate
payment or performance is reasonably necessary to protect or preserve the
Collateral), perform the same and in so doing may expend such sums as the
Secured Party may reasonably deem advisable in the performance thereof,
including without limitation the payment of any insurance premiums, the payment
of any taxes, liens and encumbrances, expenditures made in defending against
any adverse claim and all other expenditures which the Secured Party may be
compelled to make by operation of law or which the Secured Party may make by
agreement or otherwise for the protection of the security hereof.  The Secured Party has no obligation to
preserve the Collateral or to pay taxes, assessments, insurance premiums, and
indebtedness secured by a Lien on the Collateral.  All such sums and amounts so expended shall
be repayable by the Company immediately upon demand, shall constitute so much
additional Secured Obligations and shall bear interest from the date said
amounts are expended at the Covenant Default Rate from time to time in effect.
No such performance of any covenant or agreement by the Secured Party on behalf
of the Company, and no such advancement or expenditure therefor, shall relieve
the Company of any default under the terms of this Agreement. The Secured Party,
in making any payment hereby authorized may do so according to any bill,
statement or estimate procured from the appropriate public


 


9
















 


office or holder of the claim to be discharged without
inquiry into the accuracy of such bill, statement or estimate or into the
validity of any tax assessment, sale, forfeiture, tax lien or title or claim.
The Secured Party, in performing any act hereunder, shall be the sole judge (if
acting in a commercially reasonable manner) of whether the Company is required
to perform the same under the terms of this Agreement.


 


(h)                                 Except
to the extent sold in accordance with Section 10.17 of the Floor Plan
Credit Agreement, immediately upon the Company’s receipt thereof, the Company
shall cause to be delivered to the Secured Party, with appropriate endorsement
and assignment to vest title, with full recourse to the Company, and possession
in the Secured Party, all Collateral consisting of chattel paper or instruments
and which the Company now owns or may at any time or times hereafter acquire.


 


(i)                                     Except
as expressly provided herein and as otherwise permitted under the Floor Plan
Credit Agreement, the Company shall not borrow against the security of any of
the Collateral except from the Lenders, pledge or grant a lien on any of the
Collateral to anyone other than the Secured Party, permit any levy on the
Collateral pursuant to legal process, permit any lien to attach to any of the
Collateral (other than the liens granted to the Secured Party), or sell,
mortgage, transfer, convey, assign or hypothecate, or grant a security interest
in, the Collateral or any part thereof or interest therein.  The Company has not filed any financing
statements in any public office covering any of the Collateral, except as
permitted by the Floor Plan Credit Agreement.


 


(j)                                     The Company is the absolute owner of the
Collateral, free from any liens except for Liens expressly permitted by the
Floor Plan Credit Agreement.


 


(k)                                  All of the Floor Plan Units will be merchantable
and will be maintained in good repair and working condition and the Company
shall prevent any waste or destruction of the Collateral or any part of it,
shall insure the Collateral in the manner required in the Floor Plan Credit
Agreement and consistent with prudent commercial practices, and shall defend
the Collateral against the claims and demands of all Persons at any time
claiming any of the Collateral or any interest in it.


 


(l)                                     The Company shall not use the Collateral or
permit it to be used in violation of any law, agreement, or policy of
insurance.


 


(m)                               The Company shall advise the Secured Party in
writing, at least 60 calendar days before any change in its principal place of
business, registered office,  or other
places of business, any change in its jurisdiction of incorporation, or any
change in the name or organizational number of the Company or the adoption by
the Company of any trade names, assumed names, or fictitious names, and in that
event, shall promptly execute and deliver to the Secured Party  (and the Company agrees


 


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that the Secured Party may execute and
deliver in the Company’s name as the Company’s irrevocable attorney-in-fact)
new UCC financing statements describing the Collateral and otherwise in form
and substance sufficient for recordation wherever necessary or appropriate, as
determined in the Secured Party’s sole discretion, to perfect or continue the
Secured Party’s perfected security interest in the Collateral based on the new
places of business, registered offices, change in its jurisdiction of
incorporation, or changes in or adoption of new names or organizational number
and the Company shall pay all filing and recording and taxes in connection with
those filings.


 


(n)                                 The Company shall notify the Secured Party in
writing immediately upon the creation of Receivables with respect to which the
account debtor is the United States of America or any city, state, county, or
other governmental authority or department, agency, or instrumentality or any
business that is located in a foreign country.


 


(o)                                 The Company shall defend its title or interest in
the Collateral against any and all Liens, charges, offsets, defenses, and
assessments of every kind and nature.


 


(p)                                 With
respect to each existing Account of the Company:  (i) the Company has good and absolute
title to the Account; (ii) the Account is genuine and arose from a
bona fide transaction; (iii) the Account is not evidenced by a judgment,
an Instrument, or Chattel Paper (except for any judgment that has been assigned
to the Secured Party and for any Instrument or Chattel Paper that has been
endorsed by the Company and delivered to Secured Party); (iv) the Company
possesses and promptly shall deliver to the Secured Party on request, or the
Company already has delivered to the Secured Party, all invoices, statements,
or other original evidence of the Account; (v) the amount owing to the
Company with respect to the Account is the amount shown on the Company’s books of
account and on any invoice or statement delivered to the Secured Party;
(vi) the Account has not been transferred to any other person, and no one
except the Company or Secured Party has any claim to it; (vii) a partial
payment of the Account has not been made by anyone; (viii) a setoff,
defense, or counterclaim to an Account does not exist; (ix) the Company has not
entered into an agreement with any person permitting any discount or deduction
of the Account; and (x) none of the Account debtors or other persons obligated
on any of the Collateral is a governmental authority covered by the federal
Assignment of Claims Act or any similar law with respect to the Collateral.


 


(q)                                 The Company does not hold any commercial tort
claims except those listed on Schedule 1 to this Agreement.  If at any time the Company holds or acquires
a commercial tort claim in addition to those listed on Schedule 1, the
Company shall immediately execute and deliver to the Secured Party a written notice
(in form and substance acceptable to the Secured Party) describing in detail
the commercial tort claim and granting to the Secured Party a security interest
in the commercial tort claim (subordinate only to the extent and in the manner


 


11
















 


specified in the Intercreditor
Agreement dated May 14, 2004, among the Company, Secured Party, as Agent, and
Wells Fargo Foothill, Inc.) and its proceeds pursuant to the terms and
conditions of this Agreement.


 


SECTION 4.                                COLLECTION OF RECEIVABLES.


 


(a)                                  Unless the Secured Party instructs the Company
otherwise, the Company shall make collection of all Receivables and may use the
same to carry on its business in the ordinary course as presently conducted and
otherwise subject to the terms hereof and of the other Financing Documents. The
Company will enter into such special account or remittance account arrangements
as may be requested by the Secured Party in order to perfect the Secured
Party’s lien on and security interest in, and control over, the Receivables and
all proceeds thereof. All instruments at any time constituting part of the
Receivables (including any postdated checks) shall, upon receipt by the
Company, be immediately endorsed and deposited in such remittance account under
the custody and control of the Secured Party. The Company shall instruct all of
its account debtors to remit all payments in respect of the Receivables to a
lockbox or lockboxes under the custody and control of the Secured Party and
which are maintained at post offices approved by the Secured Party. Upon the
occurrence and during the continuation of any Event of Default, whether or not
the Secured Party has exercised any or all of its rights under other provisions
of this Section 4, the Secured Party or its designee may notify the Company’s
customers or account debtors at any time, without prior notice to the Company,
that such Receivables have been assigned to the Secured Party or of the Secured
Party’s security interest therein and either in its own name, or the Company’s
or both, demand, collect, receive, receipt for, sue for, compound and give
acquittance for any or all amounts due or to become due on Receivables, and in
the Secured Party’s discretion file any claim or take any other action or
proceeding which the Secured Party may deem necessary or appropriate to protect
and realize upon the lien and security interest of the Secured Party in the
Receivables.


 


(b)                                 Proceeds of Receivables transmitted to or
otherwise received by the Secured Party pursuant to any of the provisions of Section 4(a)
shall be handled and administered by the Secured Party in and through a
remittance account or accounts maintained at one or more commercial banks
selected by the Secured Party (collectively the “Depository
Banks” and individually a “Depository Bank”), and
the Company acknowledges that the maintenance of such remittance accounts by
the Secured Party is solely for the Secured Party’s own convenience and that
the Company has no right, title or interest in such remittance accounts or any
amounts at any time standing to the credit thereof. The Secured Party shall
apply all or any part of any proceeds of Receivables received by it from any
source as provided in the Floor Plan Collateral Agency Agreement. The Secured
Party need not apply or give credit for any item included in proceeds of
Receivables until the applicable Depository Bank has received final payment
therefor at its office in cash or final solvent credits current at the site of
deposit acceptable to the Secured Party and such Depository Bank as such.
However, if the Secured Party does permit credit to be given for any item prior
to a Depository Bank receiving final payment therefor and such Depository Bank
fails to receive such final payment or an item is charged back to the Secured
Party or any Depository Bank for any reason, the Secured Party may at its
election charge the amount of


 


12
















 


such item back against any such remittance
accounts, together with interest thereon at the Covenant Default Rate.
Concurrently with each transmission of any proceeds of Receivables to any
remittance account, the Company shall furnish the Secured Party with  a report in such form as the Secured Party shall require
identifying the particular Receivable from  which the same
arises or relates. The Secured Party shall have no liability or responsibility
to the Company for a Depository Bank accepting any check, draft or other order
for payment of money bearing the legend “payment in full” or words of similar
import or any other restrictive legend or endorsement whatsoever or be
responsible for determining the correctness of any remittance. All rights and
powers of the Secured Party under this Section 4 may be exercised by such
agent or agents as the Secured Party may from time to time designate. Any such
agent shall have benefit of all provisions of this Section 4 and any other
provisions of this Agreement, including, without limitation, any exculpation
and indemnification, to the same extent as the Secured Party.


 


SECTION 5.                                SPECIAL PROVISIONS RE FLOOR PLAN UNITS.


 


(a)                                  The Company may, unless and until an Event of
Default occurs and is continuing and the Secured Party instructs in writing the
Company otherwise, (i) use, consume and sell the Floor Plan Units in the
ordinary course of its business, but a sale in the ordinary course of business
shall not include any transfer or sale in satisfaction, partial or complete, of
a debt owing by the Company except to the extent permitted by
Section 10.13 of the Floor Plan Credit Agreement, and (ii) settle and
adjust disputes and claims with its customers and account debtors, handle
returns and recoveries and grant discounts, credits and allowances in the
ordinary course of business and otherwise for amounts and on terms which the Company
in good faith considers advisable.


 


(b)                                 Upon the occurrence and during the continuation
of any Event of Default (i) if the Company is so instructed in writing by the
Secured Party, any Floor Plan Unit which is returned by a customer or account
debtor or otherwise recovered shall be set aside and held by the Company as
trustee for the Secured Party and shall remain part of the Secured Party’s
Collateral, (ii) if the Company is so instructed in writing by the Secured
Party, the Company shall notify the Secured Party promptly of all material
returns and recoveries and on request deliver the Floor Plan Units to the
Secured Party, (iii) the Company shall notify the Secured Party promptly of all
disputes and claims and settle or adjust them at no expense to the Secured
Party, but no discount, credit or allowance other than on normal trade terms in
the ordinary course of business shall be granted to any customer or account
debtor and no returns of Floor Plan Units shall be accepted by the Company
without the Secured Party’s consent and (iv) the Secured Party may settle or
adjust disputes and claims involving any material amount directly with
customers or account debtors for amounts and upon terms which the Secured Party
considers advisable.


 


(c)                                  The Secured Party (and any agent therefor) shall
not be responsible for: (i) the safekeeping of the Floor Plan Units; (ii) any
loss or damage to the Floor Plan Units; (iii) any diminution in the value of
the Floor Plan Units; or (iv) any act or default of any carrier, warehouseman,
bailee, forwarding agency or any other Person. As between the Company and the
Secured Party (and any agent therefor), all risk of loss, damage, destruction
or


 


13
















 


diminution in value of the Floor Plan Units
shall be borne by the Company. No Floor Plan Unit shall be at any time or times
hereafter stored with a bailee, warehouseman, consignee or similar third party
without the Secured Party’s prior written consent (which consent shall not be
unreasonably withheld). The Company shall not sell any Floor Plan Unit to any
customer on approval, or any other basis which entitles the customer to return
or may obligate the Company to repurchase such Floor Plan Unit.


 


SECTION 6.                                POWER OF ATTORNEY.


 


In addition to any other powers of attorney
contained herein, the Company appoints the Secured Party, its nominee, or any
other Person whom the Secured Party may designate as the Company’s attorney in
fact, with full power and authority upon the occurrence and during the
continuation of any Event of Default, to endorse the Company’s name on any
checks, notes, acceptances, money orders, drafts or other forms of payment or
security that may come into the Secured Party’s possession and on notices of
assignment and on public records, to give notices to the Company’s customers
and suppliers and to do all acts and execute all instruments (including,
without limitation, financing statements or other appropriate documents for
filing with public authorities and amendments and supplements thereto) that the
Secured Party reasonably deems necessary or desirable to accomplish the
purposes of this Agreement.


 


The Company hereby ratifies and approves all
acts of any such attorney and agrees that neither the Secured Party nor any
such attorney will be liable for any acts or omissions that are or were taken
in accordance with this Section 6 nor for any error of judgment or mistake
of fact or law other than their gross negligence or willful misconduct. The
foregoing power of attorney, being coupled with an interest, is irrevocable so
long as this Agreement remains in effect. The Secured Party may, to the extent
permitted by law, file one or more financing statements or other appropriate
documents disclosing its security interest in any or all of the Collateral
without the Company’s signature appearing thereon.


 


SECTION 7.                                DEFAULTS AND REMEDIES.


 


(a)                                  Upon the occurrence and during the continuation
of any Event of Default, the Secured Party shall have, in addition to all other
rights provided herein or by law, the rights and remedies of a secured party
under the UCC (regardless of whether the UCC is the law of the jurisdiction
where the rights or remedies are asserted and regardless of whether the UCC
applies to the affected Collateral), and further the Secured Party may, without
demand and, to the extent permitted by applicable law, without advertisement,
notice, hearing or process of law, all of which the Company hereby waives to
the extent permitted by applicable law, at any time or times, sell and deliver
any or all Collateral held by or for it at public or private sale, at any
securities exchange or broker’s board or at the Secured Party’s office or
elsewhere, for cash, upon credit or otherwise, at such prices and upon such
terms as the Secured Party deems advisable in its sole discretion.


 


Upon the occurrence and during the
continuation of any Event of Default, in addition to any other right or
remedies set forth herein or by applicable law, (i) the Secured Party


 


14
















 


shall have the right to take physical
possession of any and all of the Collateral and anything found therein, the
right for that purpose to enter without legal process any premises where the
Collateral may be found (provided such entry be done lawfully and without
breach of peace), and the right to maintain such possession on the Company’s
premises (the Company hereby agreeing, to the extent it may lawfully do so, to
lease such premises without cost or expense to the Secured Party or its
designee if the Secured Party so requests) or to remove the Collateral or any
part thereof to such other places as the Secured Party may desire; (ii) upon
the Secured Party’s demand, the Company shall assemble the Collateral and make
it available to the Secured Party at a place reasonably designated by the
Secured Party; (iii) the Secured Party shall have the right to assign or lease
any or all Collateral; and (iv) the Secured Party shall have the right to
exercise all rights and remedies of the Company under supplier agreements with
vendors of the Floor Plan Units and their affiliates to facilitate the
repurchase of all or any part of the Floor Plan Units thereunder. If the
Secured Party exercises its right to take possession of the Collateral, the
Company shall also at its expense perform any and all other steps reasonably
requested by the Secured Party to preserve and protect the security interest
hereby granted in the Collateral, such as placing and maintaining signs
indicating the security interest of the Secured Party, appointing overseers for
the Collateral and maintaining Collateral records. In the exercise of any such
remedies, the Secured Party may sell the Collateral as a unit even though the
sales price thereof may be in excess of the amount remaining unpaid on the
Secured Obligations. In addition to all other sums due the Secured Party
hereunder, the Company shall pay the Secured Party all costs and expenses
incurred by the Secured Party, including reasonable attorneys’ fees and court
costs, in obtaining, liquidating or enforcing payment of Collateral or the
Secured Obligations or in the prosecution or defense of any action or
proceeding by or against the Secured Party or any Lender or the Company
concerning any matter arising out of or connected with this Agreement or the
Collateral or the Secured Obligations, including, without limitation, any of
the foregoing arising in, arising under or related to a case under the United
States Bankruptcy Code (or any successor statute). Any
requirement of reasonable notice shall be met if such notice is personally
served on or mailed, postage prepaid, to the Company in accordance with
Section 9(b) hereof at least 10 days before the time of sale or other
event giving rise to the requirement of such notice; provided,
however, no notification need be given to the Company if the Company
has signed (other than through the power of attorney granted to Secured Party
under Section 6 hereof), after an Event of Default has occurred, a
statement renouncing any right to notification of sale or other intended
disposition. The Secured Party shall not be obligated to make any
sale or other disposition of the Collateral regardless of notice having been
given. The Secured Party or any Lender may be the purchaser at any such sale.
To the extent permitted by applicable law, the Company hereby waives all of its
rights of redemption from any such sale. The Secured Party may postpone or
cause the postponement of the sale of all or any portion of the Collateral by
announcement at the time and place of such sale, and such sale may, without
further notice, be made at the time and place to which the sale was postponed
or the Secured Party may further postpone such sale by announcement made at
such time and place.


 


The  Secured Party has no
obligation to clean-up or otherwise prepare the Collateral for sale.  The Secured Party may sell the Collateral
without giving any warranties as to the


 


15
















 


Collateral and may specifically disclaim warranties of title and other
warranties without adversely affecting the commercial reasonableness of any
sale or other disposition of the Collateral. 
If the Secured Party sells any of the Collateral on credit, the Company
will be credited only with payments actually made by the purchaser, received by
the Secured Party, and applied to the Secured Obligations.  If the purchaser of any Collateral fails to
pay some or all of the purchase price for the Collateral, the Secured Party may
resell the Collateral and the Company will be credited with the proceeds of the
sale as and when received by the Secured Party. 
If the Secured Party purchases any of the Collateral, the Secured Party
may pay for the Collateral by crediting some or all of the Secured
Obligations.  The Company waives any and
all rights that it might have to a judicial hearing in advance of the
enforcement of any of the Secured Party’s rights and remedies under this
Agreement, including its right after an Event of  Default to take immediate possession of the
Collateral to exercise its rights and remedies with respect to the Collateral.


 


The Secured Party is not obligated to marshal any assets in favor of
the Company or other assurances of payment of the Secured Obligations or to
resort to any Collateral or other assurances of payment in any particular
order.  To the extent it may lawfully do
so, the Company will not invoke and irrevocably waives the benefits of any law
relating to the marshalling of Collateral that might delay or impede the
enforcement of the Secured Party’s rights and remedies under this Agreement or
under any other instrument creating or evidencing any of the Secured
Obligations or under which any of the Secured Obligations is outstanding or by
which any of the Secured Obligations is secured or payment is otherwise
assured.


 


The Company is liable to the Secured Party and the Lenders for any
deficiency between the proceeds realized on any disposition of the Collateral
and the amount of Secured Obligations remaining unpaid.  The Secured Party may exercise its right to
collect the Secured Obligations, and to enforce any other security for them,
before or after taking any action under this Agreement.


 


The Secured Party has no obligation to
attempt to satisfy the Secured Obligations by collecting them from any other
person liable for them, and the Secured Party may release, modify, or waive any
collateral provided by another person to secure any of the Secured Obligations
without affecting in any manner the Secured Party’s rights against the Company
or the Collateral.  The Company waives
any rights it might have to require the Secured Party to pursue any person for
any of the Secured Obligations.


 


(b)                                 Without in any way limiting the foregoing, the
Company hereby grants to the Secured Party a royalty-free irrevocable license
and right to use all of the Company’s patents, patent applications, patent
licenses, trademarks, trademark registrations, trademark licenses, trade names,
trade styles, and similar intangibles in connection with any foreclosure or
other realization on all or any part of the Collateral to the extent permitted
by law. The license and right granted the Secured Party hereby shall be without
any royalty or fee or charge whatsoever.


 


16
















 


(c)                                  Failure by the Secured Party to exercise any
right, remedy or option under this Agreement or any other agreement between the
Company and the Secured Party or provided by law, or delay by the Secured Party
in exercising the same, shall not operate as a waiver; no waiver hereunder
shall be effective unless it is in writing, signed by the party against whom
such waiver is sought to be enforced and then only to the extent specifically
stated. A waiver of any Event of Default or of a succeeding Event of Default
under this Agreement will not operate as a waiver of any other Event of Default
or a succeeding Event of Default under the same provision or as a waiver of the
provision itself.  Neither the Secured
Party nor any party acting as attorney for the Secured Party shall be liable
hereunder for any acts or omissions or for any error of judgment or mistake of
fact or law other than their gross negligence or willful misconduct. The rights
and remedies of the Secured Party under this Agreement shall be cumulative and
not exclusive of any other right or remedy which the Secured Party may
have.  The Secured Party may exercise any
of its rights or remedies serially, wholly, partially, or collectively, and the
exercise of any one right does not preclude the exercise of any other right.


 


SECTION 8.                                APPLICATION OF PROCEEDS.


 


The proceeds and avails of the Collateral at
any time received by the Secured Party upon the occurrence and during the
continuation of any Event of Default shall, when received by the Secured Party
in cash or its equivalent, be paid and applied as  provided
in the Floor Plan Collateral Agency Agreement.


 


SECTION 9.                                MISCELLANEOUS.


 


(a)                                  This Agreement and the provisions hereof may be
changed, discharged or terminated only by an instrument in writing signed by
the Company and the Secured Party. This Agreement shall create a continuing
security interest in the Collateral and shall be binding upon the Company, its
successors and assigns and shall inure, together with the rights and remedies
of the Secured Party hereunder, to the benefit of the Secured Party and its
successors and assigns; provided, however, that
the Company may not assign its rights or delegate its duties hereunder without
the Secured Party’s prior written consent.


 


(b)                                 All communications provided for herein shall be
in writing, except as otherwise specifically provided for hereinabove, and
shall be given in accordance with Section 7.1 of the Floor Plan Collateral
Agency Agreement.


 


(c)                                  In the event that any provision hereof shall be
deemed to be invalid by reason of the operation of any law or by reason of the
interpretation placed thereon by any court, this Agreement shall be construed
as not containing such provision, but only as to such jurisdictions where such
law or interpretation is operative, and the invalidity of such provision shall
not affect the validity of any remaining provision hereof, and any and all
other provisions hereof which are otherwise lawful and valid shall remain in
full force and effect.


 


17
















 


(d)                                THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE
IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW BUT INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW, EXCEPT AS REQUIRED BY MANDATORY
PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF
THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
COLLATERAL ARE  GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. The headings in this instrument
are for convenience of reference only and shall not limit or otherwise affect
the meaning of any provision hereof.  For
purposes of this Agreement, “UCC” means the
Uniform Commercial Code of the State of New York or any successor statute or,
when the laws of another jurisdiction govern the method or manner of the
creation of any security interest in any of the Collateral, the Uniform
Commercial Code (or any successor statute) of that jurisdiction.


 


(e)                                  This Agreement may be executed in any number of
counterparts and by different parties hereto on separate counterpart signature
pages, each constituting an original, but all together one and the same
instrument.


 


(f)                                    The parties hereto acknowledge that the liens and
security interests provided for herein are subject to the terms of the
Intercreditor Agreement and the Secured Party is hereby authorized and directed
to, and hereby agrees to, comply with the terms of the Intercreditor Agreement
with respect to the Collateral subject thereto.


 


(g)                                EACH OF THE PARTIES HERETO HEREBY, TO THE FULLEST
EXTENT PERMITTED BY LAW, WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER FINANCING DOCUMENTS.


 


(h)                                The Company certifies to the Secured Party that
neither the Secured Party, any Lender, nor any agent, attorney, or
representative of Secured Party or any Lender has represented, expressly or
otherwise, that the Secured Party would not seek to enforce any waivers
contained in this Agreement, and acknowledges that the Secured Party and the
Lenders have relied on, among other things, the waivers contained in this
Agreement and this certification.


 


(i)                                     This Agreement inures to the benefit of Secured
Party and its assignees and successors in interest and is binding on the
Company and its assignees and successors in interest.


 


[SIGNATURE PAGE TO FOLLOW]


 


18
















 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be duly executed as of the date first above written.


 


	
   

  	
  LAZY DAYS’ R.V. CENTER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
  NAME:

  	
   

  	
   

  
	
   

  	
   

  	
  TITLE:

  	
   

  	
   

  



 


 


Accepted and agreed to by the Secured Party
as of the date first above written.


 


 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
  (AS SUCCESSOR
  BY MERGER TO BANC

  
	
   

  	
   

  	
  OF AMERICA
  SPECIALTY FINANCE, INC.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
  NAME:

  	
   

  	
   

  
	
   

  	
   

  	
  TITLE:

  	
   

  	
   

  
						



 


19
















 


PLACES OF BUSINESS, LOCATIONS
OF COLLATERAL, TRADE NAMES


 


A.                                   Places of Business


 


	
  1.

  	
   

  	
  6130 Lazy Days’ Boulevard

  
	
   

  	
   

  	
  Seffner, Florida 33584-2968

  



 


B.                                     Locations of Collateral


 


	
  1.

  	
   

  	
  6130 Lazy Days’ Boulevard Seffner, Florida
  33584-968

  
	
  2.

  	
   

  	
  Participation Account established at Bank
  of America, N.A.

  
	
  3.

  	
   

  	
  Operating Account (Established at Bank of
  America, N.A.)

  



 


C.                                     Trade Names


 


	
  1.

  	
   

  	
  Lazy Days’ RV Resort

  
	
  2.

  	
   

  	
  Lazy Days’ RV SuperCenter

  
	
  3.

  	
   

  	
  Lazy Days

  
	
  4.

  	
   

  	
  Tire Re-Nu

  
	
  5.

  	
   

  	
  CrownClub

  
	
  6.

  	
   

  	
  Rallypark

  



 


20