**WHEREAS**, the Company has requested that the Existing Credit Agreement be amended and restatedin order to, among other things, (a) extend the maturity date of the revolving credit facilityprovided therein, (b) reduce the maximum aggregate amount of the revolving credit facility providedtherein to $150,000,000 and (c) make certain other amendments to the Existing Credit Agreement onthe terms and conditions set forth in that certain Amended and Restated Credit Agreement dated asof the date hereof (as amended, supplemented or otherwise modified from time to time, the“Revolving Credit Agreement”) among the Company, the Revolving Administrative Agent and theRevolving Lenders; and     **WHEREAS**, the Revolving Administrative Agent and the Revolving Lenders have agreed to enterinto the Revolving Credit Agreement, subject to, among other things, a condition that the partiesamend and restate the Existing Security Agreement as provided herein; and     **WHEREAS,**as collateral security for payment and performance of the Revolving Obligations, theCompany and each Revolving Subsidiary Guarantor is willing to grant to the Revolving AdministrativeAgent for the benefit of the Revolving Secured Parties a security interest in certain of itspersonal property and assets pursuant to the terms of this Security Agreement; and     **WHEREAS**, the Company and each Revolving Subsidiary Grantor will materially benefit from theRevolving Loans to be made, and the Letters of Credit to be issued, under the Revolving CreditAgreement; and     **WHEREAS**, each Revolving Subsidiary Guarantor is a party (as signatory or by joinder) to theRevolving Subsidiary Guaranty pursuant to which such Revolving Subsidiary Guarantor guarantees theRevolving Obligations of the other Revolving Loan Parties; and     **WHEREAS**, the Revolving Secured Parties are unwilling to enter into the Revolving LoanDocuments unless the Company and the Revolving Subsidiary Guarantors enter into this SecurityAgreement; and     **WHEREAS**, the Company has requested that the Existing Lenders terminate the existing newvehicle floorplan facility (including the existing new vehicle swing line sublimit thereunder) andthe existing used vehicle floorplan facility (including the existing used vehicle swing linesublimit thereunder) that are provided under the Existing Credit Agreement simultaneously with theclosing under the Floorplan Credit Agreement; and     **WHEREAS**, the Company has also requested that the Floorplan Lenders provide a revolving newvehicle floorplan facility and a revolving used vehicle floorplan facility on the terms andconditions set forth in that certain Syndicated New and Used Vehicle Floorplan Credit Agreement (asamended, supplemented or otherwise modified from time to time, the “Floorplan CreditAgreement”) dated as of the date hereof among the Company, certain Subsidiaries of the Company(each a “New Vehicle Borrower” and together with the Company, the “FloorplanBorrowers” and each individually a “Floorplan Borrower”), the Floorplan Lenders andBank of America, N.A., as administrative agent (in such capacity, the “Floorplan AdministrativeAgent”)for the Floorplan Lenders; and
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     **WHEREAS**, as collateral security for payment and performance of the Floorplan Obligations, eachFloorplan Borrower and each other Floorplan Subsidiary Guarantor is willing to grant to theRevolving Administrative Agent (as collateral agent for the benefit of the Floorplan SecuredParties) a security interest in certain of its personal property and assets pursuant to the termsof this Security Agreement; and     **WHEREAS**, each Floorplan Borrower and each other Floorplan Subsidiary Grantor will materiallybenefit from the Floorplan Loans to be made under the Floorplan Credit Agreement; and     **WHEREAS**, each New Vehicle Borrower and each other Floorplan Subsidiary Guarantor is a party(as signatory or by joinder) to the Floorplan Subsidiary Guaranty pursuant to which such NewVehicle Borrower or such Floorplan Subsidiary Guarantor guarantees the Floorplan Obligations of theother Floorplan Loan Parties; and     **WHEREAS**, the Floorplan Secured Parties are unwilling to enter into the Floorplan LoanDocuments unless each Floorplan Borrower and each other Floorplan Subsidiary Guarantor enters intothis Security Agreement;     **NOW, THEREFORE**, in order to:     (i) induce the Revolving Lenders to amend and restate the Existing Credit Agreement ;     (ii) induce the Revolving Secured Parties to make available to the Company, or maintain, thecredit facilities provided for in the Revolving Credit Agreement; and     (iii) induce the Floorplan Secured Parties to make the credit facilities provided for in theFloorplan Credit Agreement available to the New Vehicle Borrowers;     the parties hereto agree as follows:     **1. ****Certain Definitions****.**Terms used in this Security Agreement, not otherwiseexpressly defined herein or in the Revolving Credit Agreement, and for which meanings are providedin the Uniform Commercial Code of the State of North Carolina (the “UCC”), shall have suchmeanings. In addition, for purposes of this Security Agreement, the following terms have thefollowing definitions:     “Collateral” has the meaning specified in Section 2(c).     “Credit Agreements” means collectively the Floorplan Credit Agreement and theRevolving Credit Agreement.     “Default” means a Revolving Default or a Floorplan Default.     “Event of Default” means a Revolving Event of Default or a Floorplan Event of Default.
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     “Facilities Termination Date” means the later of the Facility Termination Date (asdefined in the Revolving Credit Agreement) and the Facility Termination Date (as defined in theFloorplan Credit Agreement).     “Floorplan Administrative Agent” has the meaning specified in the preamble hereto.     “Floorplan Collateral” has the meaning specified in Section 2(c).     “Floorplan Credit Agreement” has the meaning specified in the Recitals hereto.     “Floorplan Default” has the meaning specified for the term “Default” in the FloorplanCredit Agreement.     “Floorplan Event of Default” has the meaning specified for the term “Event of Default”in the Floorplan Credit Agreement.     “Floorplan Joinder Agreement” has the meaning specified for the term “JoinderAgreement” in the Floorplan Credit Agreement.     “Floorplan Lenders” has the meaning set forth in the preamble hereto.     “Floorplan Loan” has the meaning specified for the term “Loan” in the Floorplan CreditAgreement.     “Floorplan Loan Parties” has the meaning specified for the term “Loan Parties” in theFloorplan Credit Agreement.     “Floorplan Obligations” has the meaning specified for the term “Obligations” in theFloorplan Credit Agreement.     “Floorplan Secured Obligations” has the meaning specified in Section 2(b).     “Floorplan Secured Parties” has the meaning specified in the preamble hereto.     “Floorplan Security Instruments” has the meaning specified for the term “SecurityInstruments” in the Floorplan Credit Agreement.     “Floorplan Subsidiary Grantors” has the meaning specified in the preamble hereto.     “Floorplan Subsidiary Guarantors” has the meaning specified in the preamble hereto.     “Floorplan Subsidiary Guaranty” has the meaning specified for the term “SubsidiaryGuaranty” in the Floorplan Credit Agreement.     “Joinder Agreements” means collectively the Revolving Joinder Agreements and theFloorplan Joinder Agreements.
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     “Lenders” means collectively the Revolving Lenders and the Floorplan Lenders.     “Loan Parties” means collectively the Revolving Loan Parties and the Floorplan LoanParties.     “Qualifying Control Agreement” shall have the meaning set forth on Schedule 1hereto.     “Revolving Administrative Agent” has the meaning specified in the preamble hereto.     “Revolving Collateral” has the meaning specified in Section 2(c).     “Revolving Credit Agreement” has the meaning specified in the Recitals hereto.     “Revolving Default” has the meaning specified for the term “Default” in the RevolvingCredit Agreement.     “Revolving Event of Default” has the meaning specified for the term “Event of Default”in the Revolving Credit Agreement.     “Revolving Joinder Agreement” has the meaning specified for the term “JoinderAgreement” in the Revolving Credit Agreement.     “Revolving Lenders” has the meaning set forth in the preamble hereto.     “Revolving Loan” has the meaning specified for the term “Loan” in the Revolving CreditAgreement.     “Revolving Loan Documents” has the meaning specified for the term “Loan Documents” inthe Revolving Credit Agreement.     “Revolving Loan Parties” has the meaning specified for the term “Loan Parties” in theRevolving Credit Agreement.     “Revolving Obligations” has the meaning specified for the term “Obligations” in theRevolving Credit Agreement.     “Revolving Secured Obligations” has the meaning specified in Section 2(a).     “Revolving Secured Parties” has the meaning specified for the term “Secured Parties”in the Revolving Credit Agreement.     “Revolving Security Instruments” has the meaning specified for the term “SecurityInstruments” in the Revolving Credit Agreement.     “Revolving Subsidiary Grantors” has the meaning specified in the preamble hereto.     “Revolving Subsidiary Guarantors” has the meaning specified in the preamble hereto.
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     “Revolving Subsidiary Guaranty” has the meaning specified for the term “SubsidiaryGuaranty” in the Revolving Credit Agreement.     “Secured Obligations” means collectively the Floorplan Secured Obligations and theRevolving Secured Obligations.     “Secured Parties” has the meaning specified in the preamble hereto.     “Security Instruments” means the Revolving Security Instruments and the FloorplanSecurity Instruments.     **2. ****Grant of Security Interest****.**     (a) The Company hereby grants as collateral security for the payment, performance andsatisfaction of all of its Revolving Obligations and the obligations and liabilities of anyRevolving Loan Party now existing or hereafter arising under Related Swap Contracts andSecured Cash Management Arrangements, and each Revolving Subsidiary Grantor hereby grants ascollateral security for the payment, performance and satisfaction of all of its Guarantor’sObligations (as defined in the Revolving Subsidiary Guaranty) and the payment andperformance of its obligations and liabilities (whether now existing or hereafter arising)hereunder or under any of the other Revolving Loan Documents to which it is now or hereafterbecomes a party (such obligations and liabilities of the Company and the RevolvingSubsidiary Grantors referred to collectively as the “Revolving SecuredObligations”), to the Revolving Administrative Agent for the benefit of the RevolvingSecured Parties a continuing security interest in and to, and collaterally assigns to theRevolving Administrative Agent for the benefit of the Revolving Secured Parties, all of thepersonal property and trade fixtures of such Grantor or in which such Grantor has or mayhave or acquire an interest or the power to transfer rights therein, whether now owned orexisting or hereafter created, acquired or arising and wheresoever located, including theCollateral (as defined below).     (b) Each New Vehicle Borrower hereby grants as collateral security for the payment,performance and satisfaction of all of its Floorplan Obligations, and each other FloorplanSubsidiary Grantor hereby grants as collateral security for the payment, performance andsatisfaction of all of its Guarantor’s Obligations (as defined in the Floorplan SubsidiaryGuaranty) and the payment and performance of its obligations and liabilities (whether nowexisting or hereafter arising) hereunder or under any of the other Floorplan Loan Documentsto which it is now or hereafter becomes a party (such obligations and liabilities of the NewVehicle Borrowers and the other Floorplan Subsidiary Grantors referred to collectively asthe “Floorplan Secured Obligations”), to the Revolving Administrative Agent for thebenefit of the Floorplan Secured Parties a continuing first priority security interest inand to, and collaterally assigns to the Revolving Administrative Agent for the benefit ofthe Floorplan Secured Parties, all of the personal property and trade fixtures of suchGrantor or in which such Grantor has or may have or acquire an interest or the power totransfer rights therein, whether now owned or existing or hereafter created, acquired orarising and wheresoever located, including the Collateral (as defined below).
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     (c) All of the property and interests in property described in subsections (i) through(xv) below are herein referred to as the “Collateral”:     (i) All accounts, and including accounts receivable, contracts, bills,acceptances, choses in action, and other forms of monetary obligations at any timeowing to such Grantor arising out of property sold, leased, licensed, assigned orotherwise disposed of or for services rendered or to be rendered by such Grantor,and all of such Grantor’s rights with respect to any property represented thereby,whether or not delivered, property returned by customers and all rights as an unpaidvendor or lienor, including rights of stoppage in transit and of recoveringpossession by proceedings including replevin and reclamation (collectively referredto hereinafter as “Accounts”);     (ii) All new and used vehicle inventory (including all inventory consisting ofnew or used automobiles or trucks with a gross vehicle weight of less than 16,000pounds) in which such Grantor now or at any time hereafter may have an interest,whether or not the same is in transit or in the constructive, actual or exclusiveoccupancy or possession of such Grantor or is held by such Grantor or by others forsuch Grantor’s account (all of the foregoing, collectively referred to hereinafteras “Vehicle Inventory”);     (iii) All other inventory, including all goods manufactured or acquired forsale or lease, and any piece goods, raw materials, work in process and finishedmerchandise, component materials, and all supplies, goods, incidentals, officesupplies, packaging materials and any and all items used or consumed in theoperation of the business of such Grantor or which may contribute to the finishedproduct or to the sale, promotion and shipment thereof, in which such Grantor now orat any time hereafter may have an interest, whether or not the same is in transit orin the constructive, actual or exclusive occupancy or possession of such Grantor oris held by such Grantor or by others for such Grantor’s account, (together with theVehicle Inventory, collectively referred to hereinafter as “Inventory”);     (iv) All goods, including all machinery, equipment, motor vehicles, parts,supplies, apparatus, appliances, tools, patterns, molds, dies, blueprints, fittings,furniture, furnishings, trade fixtures and articles of tangible personal property ofevery description, and all computer programs embedded in any of the foregoing andall supporting information relating to such computer programs (collectively referredto hereinafter as “Equipment”);     (v) Any right of such Grantor in (i) contracts in transit relating to anyVehicle Inventory (including any Vehicle Inventory that has been sold, leased orotherwise disposed of by such Grantor), (ii) any written or oral agreement of anyfinance company or other Person to provide financing for, or to pay all or anyportion of the purchase price of any Vehicle Inventory (including any VehicleInventory that has been sold, leased or otherwise disposed of by such Grantor) or
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(iii) any amount to be received under such contracts or agreements(collectively referred to hereinafter as “Contracts In Transit”);     (vi) All other general intangibles, including all rights now or hereafteraccruing to such Grantor under contracts, leases, agreements or other instruments,including all contracts or contract rights to perform or receive services, topurchase or sell goods (including the Vehicle Inventory) or to hold or use land orfacilities, and to enforce all rights thereunder, all causes of action, corporate orbusiness records, inventions, patents and patent rights, rights in mask works,designs, trade names and trademarks and all goodwill associated therewith, tradesecrets, trade processes, copyrights, licenses, permits, franchises, customer lists,computer programs and software, all internet domain names and registration rightsthereto, all internet websites and the content thereof, all payment intangibles, allclaims under guaranties, tax refund claims, all rights and claims against carriersand shippers, leases, all claims under insurance policies, all interests in generaland limited partnerships, limited liability companies, and other Persons notconstituting Investment Property (as defined below), all rights to indemnificationand all other intangible personal property and intellectual property of every kindand nature, (together with the Contracts-In-Transit, collectively referred tohereinafter as “General Intangibles”);     (vii) All deposit accounts, including demand, time, savings, passbook, or othersimilar accounts maintained with any bank by or for the benefit of such Grantor(collectively referred to hereinafter as “Deposit Accounts”);     (viii) All chattel paper, including tangible chattel paper, electronic chattelpaper, or any hybrid thereof (collectively referred to hereinafter as “ChattelPaper”);     (ix) All investment property, including all securities, security entitlements,securities accounts, commodity contracts and commodity accounts of or maintained forthe benefit of such Grantor, but excluding (A) Pledged Interests subject to anyPledge Agreement, (B) the Equity Interests of Sonic FFC 1, Inc., Sonic FFC 2, Inc.or Sonic FFC 3, Inc., so long as such Person has no operations other than serving asa special purpose entity for the repayment of Indebtedness identified on Schedule7.03 of the Revolving Credit Agreement as of the Closing Date as “FalconIndebtedness” with proceeds of rental payments received by such Person in the amountof such payments, and (C) the other property excluded by the last sentence of thisSection 2 (collectively referred to hereinafter as “InvestmentProperty”);     (x) All instruments, including all promissory notes (collectively referred tohereinafter as “Instruments”);     (xi) All documents, including manufacturer statements of origin, certificatesor origin, and certificates of title or ownership relating to any Vehicle
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Inventory, warehouse receipts, bills of lading and other documents of title(collectively referred to hereinafter as “Documents”);     (xii) All rights to payment or performance under letters of credit includingrights to proceeds of letters of credit (“Letter-of-Credit Rights”), and allguaranties, endorsements, Liens, other Guarantee obligations or supportingobligations of any Person securing or supporting the payment, performance, value orliquidation of any of the foregoing (collectively, with Letter-of-Credit Rights,referred to hereinafter as “Supporting Obligations”);     (xiii) The commercial tort claims identified on Schedule 9(i) hereto, as suchSchedule may be supplemented from time to time in accordance with the terms hereof(collectively referred to hereinafter as “Commercial Tort Claims”);     (xiv) All books and records relating to any of the forgoing (including customerdata, credit files, ledgers, computer programs, printouts, and other computermaterials and records (and all media on which such data, files, programs, materialsand records are or may be stored)); and     (xv) All proceeds, products and replacements of, accessions to, andsubstitutions for, any of the foregoing, including without limitation, proceeds ofinsurance policies insuring any of the foregoing.All of the Collateral granted as collateral security for the Revolving Secured Obligations isherein collectively referred to as the “Revolving Collateral”. All of the Collateralgranted as collateral security for the Floorplan Secured Obligations is herein referred to as the“Floorplan Collateral”. Notwithstanding the foregoing, the grant of a security interestand collateral assignment under this Section 2 shall not extend to (A) any FranchiseAgreement, Framework Agreement or similar manufacturer agreement to the extent that any suchFranchise Agreement, Framework Agreement or similar manufacturer agreement is not assignable orcapable of being encumbered as a matter of law or by the terms applicable thereto (unless any suchrestriction on assignment or encumbrance is ineffective under the UCC or other applicable law),without the consent of the applicable party thereto or (B) the “Restricted Equity Interests” assuch term is defined in that certain Amended and Restated Escrow and Security Agreement dated as ofeven date among the Revolving Administrative Agent, the Company and the other Revolving Grantorsfrom time to time party thereto to the extent that applicable law or terms of the applicableFranchise Agreement, Framework Agreement or similar manufacturer agreement would prohibit thepledge or encumbrance thereof (except, in the case of the Revolving Collateral, to the extent thatany such restriction on assignment or encumbrance would be ineffective under the UCC or otherapplicable law), without the consent of the applicable party thereto.     **3. ****Perfection****.**As of the date of execution of this Security Agreement or a RevolvingJoinder Agreement or Floorplan Joinder Agreement by each Grantor, as applicable (with respect toeach Grantor, its “Applicable Date”), or prior thereto, such Grantor shall have:     (a) furnished the Revolving Administrative Agent with duly authorized financingstatements in form, number and substance suitable for filing, sufficient under
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applicable law, and satisfactory to the Revolving Administrative Agent in order that uponthe filing of the same the Revolving Administrative Agent, for the benefit of the SecuredParties, shall have a duly perfected security interest in all Collateral in which a securityinterest can be perfected by the filing of financing statements;     (b) to the extent the Revolving Administrative Agent may request, made commerciallyreasonable efforts to obtain and deliver to the Revolving Administrative Agent with properlyexecuted Qualifying Control Agreements, issuer acknowledgments of the RevolvingAdministrative Agent’s interest in Letter-of-Credit Rights, and, to the extent expresslyrequired by either Credit Agreement, evidence of the placement of a restrictive legend ontangible chattel paper (and the tangible components of electronic Chattel Paper), and, tothe extent expressly required by either Credit Agreement, taken appropriate actionacceptable to the Revolving Administrative Agent sufficient to establish the RevolvingAdministrative Agent’s control of electronic Chattel Paper (and the electronic components ofhybrid Chattel Paper), as appropriate, with respect to Collateral in which either (i) asecurity interest can be perfected only by control or such restrictive legending, or (ii) asecurity interest perfected by control or accompanied by such restrictive legending shallhave priority as against a lien creditor, a purchaser of such Collateral from the applicableGrantor, or a security interest perfected by Persons not having control or not accompaniedby such restrictive legending, in each case in form and substance acceptable to theRevolving Administrative Agent and sufficient under applicable law so that the RevolvingAdministrative Agent, for the benefit of the Secured Parties, shall have a security interestin all such Collateral perfected by control; and     (c) to the extent the Revolving Administrative Agent may request, made commerciallyreasonable efforts to deliver to the Revolving Administrative Agent or, if the RevolvingAdministrative Agent shall specifically consent in each instance, an agent or bailee of theRevolving Administrative Agent who has acknowledged such status in a properly executedQualifying Control Agreement possession of all Collateral with respect to which either asecurity interest can be perfected only by possession or a security interest perfected bypossession shall have priority as against Persons not having possession, and including inthe case of Instruments, Documents, and Investment Property in the form of certificatedsecurities, duly executed endorsements or stock powers in blank, as the case may be, affixedthereto in form and substance acceptable to the Revolving Administrative Agent andsufficient under applicable law so that the Revolving Administrative Agent, for the benefitof the Secured Parties, shall have a security interest in all such Collateral perfected bypossession;with the effect that the Liens conferred in favor of the Revolving Administrative Agent shall beand remain duly perfected and of first priority, subject only, to the extent applicable, to Liensallowed to exist under Section 7.01 of both Credit Agreements (“Permitted Liens”)and allowed to have priority under Section 7.01 of the applicable Credit Agreement or theMaster Intercreditor Agreement. All financing statements (including all amendments thereto andcontinuations thereof), control agreements, certificates, acknowledgments, stock powers and otherdocuments, electronic identification, restrictive legends, and instruments furnished in connectionwith the creation, enforcement, protection, perfection or priority of the Revolving AdministrativeAgent’s security interest in Collateral, including such items as are described
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above in this Section 3, are sometimes referred to herein as “PerfectionDocuments”. The delivery of possession of items of or evidencing Collateral, causing otherPersons to execute and deliver Perfection Documents as appropriate, the filing or recordation ofPerfection Documents, the establishment of control over items of Collateral, and the taking of suchother actions as may be necessary or advisable in the determination of the Revolving AdministrativeAgent to create, enforce, protect, perfect, or establish or maintain the priority of, the securityinterest of the Revolving Administrative Agent for the benefit of the Secured Parties in theCollateral is sometimes referred to herein as “Perfection Action”.     **4. ****Maintenance of Security Interest; Further Assurances****.**     (a) Each Grantor will from time to time at its own expense, deliver specificassignments of Collateral or such other Perfection Documents, and take such other oradditional Perfection Action, as may be required by the terms of the Loan Documents or asthe Revolving Administrative Agent may reasonably request in connection with theadministration or enforcement of this Security Agreement or related to the Collateral or anypart thereof in order to carry out the terms of this Security Agreement, to perfect,protect, maintain the priority of or enforce the Revolving Administrative Agent’s securityinterest in the Collateral, subject only to Permitted Liens, or otherwise to better assureand confirm unto the Revolving Administrative Agent its rights, powers and remedies for thebenefit of the Secured Parties hereunder. Without limiting the foregoing, each Grantorhereby irrevocably authorizes the Revolving Administrative Agent to file (with, or to theextent permitted by applicable law, without the signature of the Grantor appearing thereon)financing statements (including amendments thereto and initial financing statements in lieuof continuation statements) or other Perfection Documents (including copies thereof) showingsuch Grantor as “debtor” at such time or times and in all filing offices as the RevolvingAdministrative Agent may from time to time determine to be necessary or advisable to perfector protect the rights of the Revolving Administrative Agent and the Secured Partieshereunder, or otherwise to give effect to the transactions herein contemplated, any of whichPerfection Documents may describe the Collateral as or including all assets of the Grantor.Each Grantor hereby irrevocably ratifies and acknowledges the Revolving AdministrativeAgent’s authority to have effected filings of Perfection Documents made by the RevolvingAdministrative Agent prior to its Applicable Date.     (b) With respect to any and all Collateral, each Grantor agrees to do and cause to bedone all things necessary to perfect, maintain the priority of and keep in full force thesecurity interest granted in favor of the Revolving Administrative Agent for the benefit ofthe Secured Parties, including, but not limited to, the prompt payment upon demand thereforby the Revolving Administrative Agent of all fees and expenses (including documentary stamp,excise or intangibles taxes) incurred in connection with the preparation, delivery, orfiling of any Perfection Document or the taking of any Perfection Action to perfect, protector enforce a security interest in Collateral in favor of the Revolving Administrative Agentfor the benefit of the Secured Parties, subject only to Permitted Liens. All amounts not sopaid when due shall constitute additional Secured Obligations and (in addition to otherrights and remedies resulting from such
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nonpayment) shall bear interest from the date of demand until paid in full at theDefault Rate.     (c) Each Grantor agrees to maintain among its books and records appropriate notationsor evidence of, and to make or cause to be made appropriate disclosure upon its financialstatements of, the security interest granted hereunder to the Revolving Administrative Agentfor the benefit of the Secured Parties.     (d) Each Grantor agrees that, in the event any proceeds (other than goods) ofCollateral shall be or become commingled with other property not constituting Collateral,then such proceeds may, to the extent permitted by law, be identified by application of thelowest intermediate balance rule to such commingled property.     **5. ****Receipt of Payment****.**     (a) In the event a Revolving Event of Default shall occur and be continuing and aRevolving Grantor (or any of its Affiliates, subsidiaries, stockholders, directors,officers, employees or agents) shall receive any proceeds of Revolving Collateral, includingwithout limitation monies, checks, notes, drafts or any other items of payment, eachRevolving Grantor shall hold all such items of payment in trust for the RevolvingAdministrative Agent for the benefit of the Revolving Secured Parties, and as the propertyof the Revolving Administrative Agent for the benefit of the Revolving Secured Parties,separate from the funds and other property of such Grantor, and no later than the firstBusiness Day following the receipt thereof, at the election of the Revolving AdministrativeAgent, such Grantor shall cause such Revolving Collateral to be forwarded to the RevolvingAdministrative Agent for its custody, possession and disposition on behalf of the RevolvingSecured Parties in accordance with the terms hereof and of the other Revolving LoanDocuments.     (b) In the event a Floorplan Event of Default shall occur and be continuing and aFloorplan Grantor (or any of its Affiliates, subsidiaries, stockholders, directors,officers, employees or agents) shall receive any proceeds of Floorplan Collateral, includingwithout limitation monies, checks, notes, drafts or any other items of payment, eachFloorplan Grantor shall hold all such items of payment in trust for the RevolvingAdministrative Agent for the benefit of the Floorplan Secured Parties, and as the propertyof the Revolving Administrative Agent for the benefit of the Floorplan Secured Parties,separate from the funds and other property of such Grantor, and no later than the firstBusiness Day following the receipt thereof, at the election of the Revolving AdministrativeAgent, such Grantor shall cause such Floorplan Collateral to be forwarded to the RevolvingAdministrative Agent for its custody, possession and disposition on behalf of the FloorplanSecured Parties in accordance with the terms hereof and of the other Floorplan LoanDocuments.     **6. ****Preservation and Protection of Collateral****.**     (a) The Revolving Administrative Agent shall be under no duty or liability with respectto the collection, protection or preservation of the Collateral, or otherwise.
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Each Grantor shall be responsible for the safekeeping of its Collateral, and in noevent shall the Revolving Administrative Agent have any responsibility for (i) any loss ordamage thereto or destruction thereof occurring or arising in any manner or fashion from anycause, (ii) any diminution in the value thereof, or (iii) any act or default of any carrier,warehouseman, bailee or forwarding agency thereof or other Person in any way dealing with orhandling such Collateral.     (b) Each Grantor shall keep and maintain its tangible personal property Collateral ingood operating condition and repair, ordinary wear and tear excepted. No Grantor shallpermit any such items having an aggregate value in excess of $1,000,000 to become a fixtureto real property (unless such Grantor has granted the Revolving Administrative Agent for thebenefit of the Revolving Secured Parties a Lien on such real property having a priorityacceptable to the Revolving Administrative Agent or the Grantor has excluded such fixturesfrom the Revolving Borrowing Base) or accessions to other personal property.     (c) Each Grantor agrees (i) to pay prior to delinquency all taxes, charges andassessments against the Collateral in which it has any interest, unless being contested ingood faith by appropriate proceedings diligently conducted and against which adequatereserves have been established in accordance with GAAP applied on a basis consistent withthe application of GAAP in the Audited Financial Statements and evidenced to thesatisfaction of the Revolving Administrative Agent and provided that all enforcementproceedings in the nature of levy or foreclosure are effectively stayed, and (ii) to causeto be terminated and released all Liens (other than Permitted Liens) on the Collateral.Upon the failure of any Grantor to so pay or contest such taxes, charges, or assessments, orcause such Liens to be terminated, the Revolving Administrative Agent at its option may payor contest any of them or amounts relating thereto (the Revolving Administrative Agenthaving the sole right to determine the legality or validity and the amount necessary todischarge such taxes, charges, Liens or assessments) but shall not have any obligation tomake any such payment or contest. All sums so disbursed by the Revolving AdministrativeAgent, including fees, charges and disbursements of counsel (“Attorney Costs”),court costs, expenses and other charges related thereto, shall be payable on demand by theapplicable Grantor to the Revolving Administrative Agent and shall be additional SecuredObligations secured by the Collateral, and any amounts not so paid on demand (in addition toother rights and remedies resulting from such nonpayment) shall bear interest from the dateof demand until paid in full at the Default Rate.     **7. ****Status of Grantors and Collateral Generally****.**Each Grantor represents and warrantsto, and covenants with, the Revolving Administrative Agent for the benefit of the Secured Parties,with respect to itself and the Collateral as to which it has or acquires any interest, that:     (a) It is at its Applicable Date (or as to Collateral acquired after its ApplicableDate will be upon the acquisition of the same) and, except as permitted by both CreditAgreements and subsection (b) of this Section 7, will continue to be, the owner ofthe Collateral, free and clear of all Liens, other than the security interest hereunder infavor of the Revolving Administrative Agent for the benefit of the Secured Parties and
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Permitted Liens, and that it will at its own cost and expense defend such Collateraland any products and proceeds thereof against all claims and demands of all Persons (otherthan holders of Permitted Liens) to the extent of their claims permitted under both CreditAgreements at any time claiming the same or any interest therein adverse to the SecuredParties. Upon the failure of any Grantor to so defend, the Revolving Administrative Agentmay do so at its option but shall not have any obligation to do so. All sums so disbursedby the Revolving Administrative Agent, including reasonable Attorney Costs, court costs,expenses and other charges related thereto, shall be payable on demand by the applicableGrantor to the Revolving Administrative Agent and shall be additional Secured Obligationssecured by the Collateral, and any amounts not so paid on demand (in addition to otherrights and remedies resulting from such nonpayment) shall bear interest from the date ofdemand until paid in full at the Default Rate.     (b) It shall not (i) sell, assign, transfer, lease, license or otherwise dispose of anyof, or grant any option with respect to, the Collateral, except for Dispositions permittedunder both Credit Agreements, (ii) create or suffer to exist any Lien upon or with respectto any of the Collateral except for the security interests created by this SecurityAgreement and Permitted Liens, or (iii) take any other action in connection with any of theCollateral that would materially impair the value of the interest or rights of such Grantorin the Collateral taken as a whole or that would materially impair the interest or rights ofthe Revolving Administrative Agent for the benefit of the Secured Parties.     (c) It has full power, legal right and lawful authority to enter into this SecurityAgreement (and any Revolving Joinder Agreement or Floorplan Joinder Agreement applicable toit) and to perform its terms, including the grant of the security interests in theCollateral herein provided for.     (d) No authorization, consent, approval or other action by, and no notice to or filingwith, any Governmental Authority or any other Person which has not been given or obtained,as the case may be, is required either (i) for the grant by such Grantor of the securityinterests granted hereby or for the execution, delivery or performance of this SecurityAgreement (or any Revolving Joinder Agreement or Floorplan Joinder Agreement) by suchGrantor, or (ii) for the perfection of or the exercise by the Revolving AdministrativeAgent, on behalf of the Secured Parties, of its rights and remedies hereunder, except foraction required by the Uniform Commercial Code to perfect and exercise remedies with respectto the security interest conferred hereunder.     (e) No effective financing statement or other Perfection Document similar in effect,nor any other Perfection Action, covering all or any part of the Collateral purported to begranted or taken by or on behalf of such Grantor (or by or on behalf of any other Person andwhich remains effective as against all or any part of the Collateral) has been filed in anyrecording office, delivered to another Person for filing (whether upon the occurrence of acontingency or otherwise), or otherwise taken, as the case may be, except such as pertain toPermitted Liens and such as may have been filed for the benefit of, delivered to, or takenin favor of, the Revolving Administrative Agent for the
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benefit of the Secured Parties in connection with the security interests conferredhereunder.     (f) Schedule 7(f) attached hereto contains true and complete information as toeach of the following: (i) the exact legal name of each Grantor as it appears in itsOrganization Documents as of its Applicable Date and at any time during the five (5) yearperiod ending as of its Applicable Date (the “Covered Period”), (ii) thejurisdiction of formation and form of organization of each Grantor, and the identificationnumber of such Grantor in its jurisdiction of formation (if any), (iii) each address of thechief executive office of each Grantor as of its Applicable Date and at any time during theCovered Period, (iv) all trade names or trade styles used by such Grantor as of itsApplicable Date and at any time during the Covered Period, (v) the address of each locationof such Grantor at which any tangible personal property Collateral (including AccountRecords and Account Documents) is located at its Applicable Date or has been located at anytime during the Covered Period, (vi) with respect to each location described in clause (v)that is not owned beneficially and of record by such Grantor, the name and address of theowner thereof; and (vii) the name of each Person other than such Grantor and the address ofsuch Person at which any tangible personal property Collateral of such Grantor is held underany warehouse, consignment, bailment or other arrangement as of its Applicable Date. NoGrantor shall change its name, change its jurisdiction of formation (whether byreincorporation, merger or otherwise), change the location of its chief executive office, orutilize any additional location where tangible personal property Collateral (includingAccount Records and Account Documents) may be located, except in each case upon giving notless than thirty (30) days’ prior written notice to the Revolving Administrative Agent andtaking or causing to be taken at such Grantor’s expense all such Perfection Action,including the delivery of such Perfection Documents, as may be reasonably requested by theRevolving Administrative Agent to perfect or protect, or maintain the perfection andpriority of, the Lien of the Revolving Administrative Agent for the benefit of the SecuredParties in Collateral contemplated hereunder.     (g) No Grantor shall engage in any consignment transaction in respect of any of theCollateral, whether as consignee or consignor.     (h) No Grantor shall cause, suffer or permit any of the tangible personal propertyCollateral (i) to be evidenced by any document of title (except for shipping documents asnecessary or customary to effect the receipt of such Collateral or the delivery of suchCollateral to such Grantor or to customers, in each case in the ordinary course of business,and motor vehicle certificates of title) or (ii) to be in the possession, custody or controlof any warehouseman or other bailee (except pursuant to Section 6.13 of both CreditAgreements) unless (x) such location and Person are set forth on Schedule 7(f) orthe Revolving Administrative Agent shall have received not less than thirty (30) days’ priorwritten notice of each such transaction, (y) the Revolving Administrative Agent shall havereceived, upon its request, a duly executed Qualifying Control Agreement from suchwarehouseman or bailee, and (z) the Grantor shall have caused at its expense to be preparedand executed such additional Perfection Documents and to be taken such other PerfectionAction as the Revolving Administrative Agent may deem
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necessary or advisable to carry out the transactions contemplated by this SecurityAgreement.     (i) No tangible personal property Collateral is or shall be located at any locationthat is leased by such Grantor from any other Person, unless (x) such location and lessor isset forth on Schedule 6.13 of both Credit Agreements (as such Schedule may berevised from time to time in accordance with the applicable Credit Agreement), (y) at therequest of the Revolving Administrative Agent, such Grantor uses commercially reasonableefforts (and provides evidence of such efforts) to cause such lessor within 90 days of theApplicable Date to acknowledge the Lien in favor of the Revolving Administrative Agent forthe benefit of the Secured Parties conferred hereunder and waives its statutory andconsensual liens and rights with respect to such Collateral in form and substance acceptableto the Revolving Administrative Agent and delivered in writing to the RevolvingAdministrative Agent prior to any Collateral being located at any such location, and (z) theGrantor shall have caused at its expense to be prepared and executed such additionalPerfection Documents and to be taken such other Perfection Action as the RevolvingAdministrative Agent may deem necessary or advisable to carry out the transactionscontemplated by this Security Agreement.     **8. ****Inspection****.**The Revolving Administrative Agent (by any of its officers, employeesand agents), on behalf of the Secured Parties, shall have the right upon prior notice to anexecutive officer of any Grantor, and at any reasonable times during such Grantor’s usual businesshours, to inspect the Collateral (including inspecting Vehicles and conducting random samples ofthe Net Book Value of the Used Vehicles), all records related thereto (and to make extracts orcopies from such records), and the premises upon which any of the Collateral is located, to discusssuch Grantor’s affairs and finances with any Person (other than Persons obligated on any Accounts(“Account Debtors”) except as expressly otherwise permitted in the Loan Documents) and toverify with any Person other than (except as expressly otherwise permitted in the Loan Documents)Account Debtors the amount, quality, quantity, value and condition of, or any other matter relatingto, the Collateral and, if an Event of Default has occurred and is continuing, to discuss suchGrantor’s affairs and finances with such Grantor’s Account Debtors and to verify the amount,quality, value and condition of, or any other matter relating to, the Collateral with such AccountDebtors. Upon or after the occurrence and during the continuation of an Event of Default, theRevolving Administrative Agent may at any time and from time to time employ and maintain on suchGrantor’s premises a custodian selected by the Revolving Administrative Agent who shall have fullauthority to do all acts necessary to protect the Revolving Administrative Agent’s (for the benefitof the Secured Parties) interest. All expenses incurred by the Revolving Administrative Agent, onbehalf of the Secured Parties, by reason of the employment of such custodian shall be paid by suchGrantor on demand from time to time and shall be added to the Secured Obligations secured by theCollateral, and any amounts not so paid on demand (in addition to other rights and remediesresulting from such nonpayment) shall bear interest from the date of demand until paid in full atthe Default Rate.     **9. ****Specific Collateral****.**     (a) **Accounts.**With respect to its Accounts whether now existing or hereafter createdor acquired and wheresoever located, each Grantor represents, warrants and
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covenants to the Revolving Administrative Agent for the benefit of the Secured Parties that:     (i) Such Grantor shall keep accurate and complete records of its Accounts(“Account Records”) and from time to time, at the Revolving AdministrativeAgent’s request, the Company shall provide the Revolving Administrative Agent with aschedule of Accounts in excess of $1,000,000 in form and substance acceptable to theRevolving Administrative Agent describing all Accounts created or acquired by allGrantors (“Schedule of Accounts”); provided, however, thatthe Company’s failure to execute and deliver any such Schedule of Accounts shall notaffect or limit the Revolving Administrative Agent’s security interest or otherrights in and to any Accounts for the benefit of the Secured Parties. If requestedby the Revolving Administrative Agent, each Grantor shall furnish the RevolvingAdministrative Agent with copies of proof of delivery and other documents relatingto the Accounts so scheduled, including without limitation repayment histories andpresent status reports (collectively, “Account Documents”) and such othermatter and information relating to the status of then existing Accounts as theRevolving Administrative Agent shall request.     (ii) All Account Records and Account Documents are and shall at all times belocated only at such Grantor’s current chief executive office as set forth onSchedule 7(f) attached hereto, such other locations as are specificallyidentified on Schedule 7(f) attached hereto as an “Account Documentslocation,” or as to which the Grantor has complied with Section 7(f)hereof.     (iii) The Accounts are genuine, are in all respects what they purport to be,are not evidenced by an instrument or document or, if evidenced by an instrument ordocument, are only evidenced by one original instrument or document.     (iv) The Accounts cover bona fide sales and deliveries of Inventory or sales,leases, licenses or other dispositions of property usually dealt in by such Grantor,or the rendition by such Grantor of services, to an Account Debtor in the ordinarycourse of business.     (v) The amounts of the face value of any Account shown or reflected on anySchedule of Accounts, invoice statement, or certificate delivered to the RevolvingAdministrative Agent, are actually owing to the applicable Grantor and are notcontingent for any reason; and there are no setoffs, discounts, allowances, claims,counterclaims or disputes of any kind or description in an amount greater than$1,000,000 in the aggregate for all the Grantors, or greater than $250,000 perAccount, existing or asserted with respect thereto and such Grantor has not made anyagreement with any Account Debtor thereunder for any deduction therefrom, except asmay be stated in the Schedule of Accounts and reflected in the calculation of theface value of each respective invoice related thereto.
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     (vi) Except for conditions generally applicable to such Grantor’s industry andmarkets, there are no facts, events, or occurrences known to such Grantor pertainingparticularly to any Accounts which are reasonably expected to materially impair inany way the validity, collectibility or enforcement of Accounts that wouldreasonably be likely, in the aggregate, to be of material economic value, or in theaggregate materially reduce the amount payable thereunder from the amount of theinvoice face value shown on any Schedule of Accounts, or on any certificate,contract, invoice or statement delivered to the Revolving Administrative Agent withrespect thereto.     (vii) The property or services giving rise thereto are not, and were not at thetime of the sale or performance thereof, subject to any Lien, claim, encumbrance orsecurity interest, except those of the Revolving Administrative Agent for thebenefit of Secured Parties and Permitted Liens.     (viii) In the event any amounts due and owing in excess of $1,000,000 in theaggregate, are in dispute between any Account Debtor and a Grantor (which shallinclude without limitation any dispute in which an offset claim or counterclaim mayresult), such Grantor shall provide the Revolving Administrative Agent with writtennotice thereof as soon as practicable, explaining in detail the reason for thedispute, all claims related thereto and the amount in controversy.     (b) **Inventory**. With respect to its Inventory whether now existing or hereaftercreated or acquired and wheresoever located, each Grantor represents, warrants and covenantsto the Revolving Administrative Agent for the benefit of the Secured Parties that:     (i) Such Grantor shall (A) keep accurate and complete records itemizing anddescribing (1) with respect to its Vehicle Inventory, each new and used vehicle,including the year, make, model, cost, price, location and Vehicle IdentificationNumber, (2) with respect to all Inventory, the kind, type, location and quantity ofsuch Inventory, its cost therefor and the selling price of Inventory held for sale,and the daily withdrawals therefrom and additions thereto, and (B) furnish to theRevolving Administrative Agent from time to time, at the Revolving AdministrativeAgent’s request, a current schedule of Inventory (including Vehicle Inventory) basedupon its most recent physical inventory and its daily inventory records. EachGrantor shall conduct a physical inventory no less frequently than annually, andshall furnish to the Revolving Administrative Agent such other documents and reportsthereof as the Revolving Administrative Agent shall reasonably request with respectto the Inventory.     (ii) All Inventory (other than Vehicle Inventory) is and shall at all times belocated only at such Grantor’s locations as set forth on Schedule 7(f)attached hereto, or at such other locations as to which such Grantor has compliedwith Section 7(f) hereof. No Grantor shall, other than in the ordinarycourse of
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business in connection with its sale, lease, license or other permitted Disposition,remove any Inventory from such locations.     (iii) All Vehicle Inventory is and shall (except as set forth in Section6.13 of both Credit Agreements) at all times be located only at such Grantor’slocations as set forth on Schedule 6.13 of both Credit Agreements (as suchSchedule may be revised from time to time in accordance with the terms of theapplicable Credit Agreement). No Grantor shall, other than in the ordinary courseof business in connection with its sale, lease, license or other permittedDisposition, or as set forth in Section 6.13 of both Credit Agreements,remove any Vehicle Inventory from such locations.     (iv) If any Account Debtor returns any Inventory to a Grantor after shipmentthereof, and such return generates a credit in excess of $1,000,000 in the aggregateon any Accounts of such Account Debtor, such Grantor shall notify the RevolvingAdministrative Agent in writing of the same as soon as practicable.     (c) **Equipment.**With respect to its Equipment whether now existing or hereafter createdor acquired and wheresoever located, each Grantor represents, warrants and covenants to theRevolving Administrative Agent for the benefit of the Secured Parties that:     (i) Such Grantor, as soon as practicable following a request therefor by theRevolving Administrative Agent during the continuance of an Event of Default, shalldeliver to the Revolving Administrative Agent any and all evidence of ownership ofany of the Equipment (including without limitation certificates of title andapplications for title).     (ii) Such Grantor shall maintain accurate, itemized records describing thekind, type, quality, quantity and value of its Equipment and shall furnish theRevolving Administrative Agent upon request during the continuance of an Event ofDefault with a current schedule containing the foregoing information, but, otherthan during the continuance of an Event of Default, not more often than once perfiscal quarter.     (iii) All Equipment is and shall at all times be located only at such Grantor’slocations as set forth on Schedule 7(f) attached hereto or at such otherlocations as to which such Grantor has complied with Section 7(f) hereof.No Grantor shall, other than as expressly permitted under the Credit Agreements,sell, lease, transfer, dispose of or, other than for repairs in the ordinary courseof such Grantor’s business, remove any Equipment from such locations.     (d) **Supporting Obligations**. With respect to its Supporting Obligations whethernow existing or hereafter created or acquired and wheresoever located, each Grantorrepresents, warrants and covenants to the Revolving Administrative Agent for the benefit ofthe Secured Parties that:
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     (i) Such Grantor shall (i) furnish to the Revolving Administrative Agent fromtime to time at the Revolving Administrative Agent’s request, a current listidentifying in reasonable detail each Supporting Obligation relating to anyCollateral from a single obligor in excess of $1,000,000, and (ii) upon the requestof the Revolving Administrative Agent from time to time following the occurrence andduring the continuance of any Default or Event of Default, deliver to the RevolvingAdministrative Agent the originals of all documents evidencing or constitutingSupporting Obligations, together with such other documentation (executed asappropriate by the Grantor) and information as may be necessary to enable theRevolving Administrative Agent to realize upon the Supporting Obligations inaccordance with their respective terms or transfer the Supporting Obligations as maybe permitted under the Loan Documents or by applicable law.     (ii) With respect to each letter of credit giving rise to Letter-of-CreditRights that has an aggregate stated amount available to be drawn in excess of$500,000, such Grantor shall, at the request of the Revolving Administrative Agentcause the issuer thereof to execute and deliver to the Revolving AdministrativeAgent a Qualifying Control Agreement.     (iii) With respect to each transferable letter of credit giving rise toLetter-of-Credit Rights that has an aggregate stated amount available to be drawn inexcess of $500,000, such Grantor shall, at the Revolving Administrative Agent’srequest upon and during the continuance of any Default or Event of Default, deliverto the Revolving Administrative Agent a duly executed, undated transfer form inblank sufficient in form and substance under the terms of the related letter ofcredit to effect, upon completion and delivery to the letter of credit issuertogether with any required fee, the transfer of such letter of credit to thetransferee identified in such form. Each Grantor hereby expressly authorizes theRevolving Administrative Agent following the occurrence and during the continuanceof any Event of Default to complete and tender each such transfer form as transferorin its own name or in the name, place and stead of the Grantor in order to effectany such transfer, either to the Revolving Administrative Agent or to anothertransferee, as the case may be, in connection with any sale or other disposition ofCollateral or for any other purpose permitted under the Loan Documents or byapplicable law.     (e) **Investment Property**. With respect to its Investment Property whether nowexisting or hereafter created or acquired and wheresoever located, each Grantor represents,warrants and covenants to the Revolving Administrative Agent for the benefit of the SecuredParties that:     (i) Schedule 9(e) attached hereto contains a true and completedescription of (x) the name and address of each securities intermediary with whichsuch Grantor maintains a securities account in which Investment Property is or mayat any time be credited or maintained, and (y) all other Investment Property of suchGrantor other than interests in Subsidiaries in which such Grantor has granted aLien to the Revolving Administrative Agent for the benefit
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of the Secured Parties pursuant to a Pledge Agreement; provided that, the EquityInterests in Unrestricted Subsidiaries are not required to be discussed onSchedule 9(e).     (ii) Except with the express prior written consent of the RevolvingAdministrative Agent in each instance, all Investment Property other than interestsin Subsidiaries in which such Grantor has granted a Lien to the RevolvingAdministrative Agent for the benefit of the Revolving Secured Parties pursuant to aPledge Agreement shall be maintained at all times in the form of (a) certificatedsecurities, which certificates shall have been delivered to the RevolvingAdministrative Agent together with duly executed undated stock powers endorsed inblank pertaining thereto (provided that, with respect to Unrestricted Subsidiaries,such certificates and stock powers shall not be required to be so delivered unlessrequested by the Revolving Administrative Agent from time to time in its solediscretion) or (b) security entitlements credited to one or more securities accountsas to each of which the Revolving Administrative Agent has received (1) copies ofthe account agreement between the applicable securities intermediary and the Grantorand the most recent statement of account pertaining to such securities account (eachcertified to be true and correct by an officer of the Grantor) and (2) upon therequest of the Revolving Administrative Agent, a Qualifying Control Agreement fromthe applicable securities intermediary which remains in full force and effect and asto which the Revolving Administrative Agent has not received any notice oftermination. Without limiting the generality of the foregoing, no Grantor shallcause, suffer or permit any Investment Property to be credited to or maintained inany securities account not listed on Schedule 9(e) attached hereto except ineach case upon giving not less than thirty (30) days’ prior written notice to theRevolving Administrative Agent and taking or causing to be taken at such Grantor’sexpense all such Perfection Action, including the delivery of such PerfectionDocuments, as may be reasonably requested by the Revolving Administrative Agent toperfect or protect, or maintain the perfection and priority of, the Lien of theRevolving Administrative Agent for the benefit of the Secured Parties in Collateralcontemplated hereunder.     (iii) All dividends and other distributions with respect to any of theInvestment Property shall be subject to the security interest conferred hereunder,provided, however, that cash dividends paid to a Grantor as recordowner of the Investment Property may be disbursed to and retained by such Grantor solong as no Default or Event of Default shall have occurred and be continuing, freefrom any Lien hereunder.     (iv) So long as no Default or Event of Default shall have occurred and becontinuing, the registration of Investment Property in the name of a Grantor asrecord and beneficial owner shall not be changed and such Grantor shall be entitledto exercise all voting and other rights and powers pertaining to Investment Propertyfor all purposes not inconsistent with the terms hereof or of any Qualifying ControlAgreement relating thereto.
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     (v) Upon the occurrence and during the continuance of any Default or Event ofDefault, at the option of the Revolving Administrative Agent, all rights of theGrantors to exercise the voting or consensual rights and powers which it isauthorized to exercise pursuant to clause (iv) immediately above shall cease and theRevolving Administrative Agent may thereupon (but shall not be obligated to), at itsrequest, cause such Collateral to be registered in the name of the RevolvingAdministrative Agent or its nominee or agent for the benefit of the Secured Partiesand/or exercise such voting or consensual rights and powers as appertain toownership of such Collateral, and to that end each Grantor hereby appoints theRevolving Administrative Agent as its proxy, with full power of substitution, tovote and exercise all other rights as a shareholder with respect to such InvestmentProperty upon the occurrence and during the continuance of any Default or Event ofDefault, which proxy is coupled with an interest and is irrevocable until theFacilities Termination Date, and each Grantor hereby agrees to provide such furtherproxies as the Revolving Administrative Agent may request; provided, however, thatthe Revolving Administrative Agent in its discretion may from time to time refrainfrom exercising, and shall not be obligated to exercise, any such voting orconsensual rights or such proxy.     (vi) Upon the occurrence and during the continuance of any Default or Event ofDefault, all rights of the Grantors to receive and retain cash dividends and otherdistributions upon or in respect to Investment Property pursuant to clause (iii)above shall cease and shall thereupon be vested in the Revolving AdministrativeAgent for the benefit of the Secured Parties, and each Grantor shall, or shallcause, all such cash dividends and other distributions with respect to theInvestment Property to be promptly delivered to the Revolving Administrative Agent(together, if the Revolving Administrative Agent shall request, with any documentsrelated thereto) to be held, released or disposed of by it hereunder or, at theoption of the Revolving Administrative Agent, to be applied to the SecuredObligations.     (f) **Deposit Accounts**. With respect to its Deposit Accounts whether nowexisting or hereafter created or acquired and wheresoever located, each Grantor represents,warrants and covenants to the Revolving Administrative Agent for the benefit of the SecuredParties that, in the discretion and upon the request of the Revolving Administrative Agent,all Deposit Accounts in which collected balances or deposits in excess of $500,000 are orare reasonably expected by the Company at any time to be credited or maintained shall bemaintained at all times with depositary institutions as to which the RevolvingAdministrative Agent for the benefit of the Revolving Secured Parties shall have received aQualifying Control Agreement. Without limiting the generality of the foregoing, no Grantorshall cause, suffer or permit (x) any deposit in excess of $500,000 to be evidenced by acertificate of deposit unless such certificate of deposit is a negotiable instrument andimmediately upon receipt thereof such certificate shall have been delivered to the RevolvingAdministrative Agent, together with a duly executed undated assignment in blank affixedthereto, or (y) any Deposit Account opened after the Closing Date in which collectedbalances or deposits in excess of $500,000 are or are reasonably expected by the Company atany time to be credited or maintained to be
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opened or maintained, except in the case of each of clauses (x) and (y), (A)upon giving not less than thirty (30) days’ prior written notice to the RevolvingAdministrative Agent and (B) taking or causing to be taken at such Grantor’s expense allsuch Perfection Action, including the delivery of such Perfection Documents, as may bereasonably requested by the Revolving Administrative Agent for the benefit of the RevolvingSecured Parties to perfect or protect, or maintain the perfection and priority of, the Lienof the Revolving Administrative Agent for the benefit of the Revolving Secured Parties inCollateral contemplated hereunder.     (g) **Chattel Paper**. With respect to its Chattel Paper whether now existing orhereafter created or acquired and wheresoever located, each Grantor represents, warrants andcovenants to the Revolving Administrative Agent for the benefit of the Secured Parties thatto the extent so expressly required by the Credit Agreements:     (i) Such Grantor shall at all times retain sole physical possession of theoriginals of all Chattel Paper (other than electronic Chattel Paper and theelectronic components of hybrid Chattel Paper); provided, however,that (x) upon the request of the Revolving Administrative Agent upon the occurrenceand during the continuance of any Default or Event of Default, such Grantor shallimmediately deliver physical possession of such Chattel Paper to the RevolvingAdministrative Agent or its designee, and (y) in the event that there shall becreated more than one original counterpart of any physical document that alone or inconjunction with any other physical or electronic document constitutes ChattelPaper, then such counterparts shall be numbered consecutively starting with “1” andsuch Grantor shall retain the counterpart numbered “1”.     (ii) At the request of the Revolving Administrative Agent or upon theoccurrence and during the continuance of an Event of Default, such Grantor shallpromptly and conspicuously legend all counterparts of all tangible Chattel Paper asfollows: “A SECURITY INTEREST IN THIS CHATTEL PAPER HAS BEEN GRANTED TO BANK OFAMERICA, N.A., FOR ITSELF AND AS REVOLVING ADMINISTRATIVE AGENT FOR CERTAIN SECUREDPARTIES PURSUANT TO AN AMENDED AND RESTATED SECURITY AGREEMENT DATED AS OF JANUARY15, 2010, AS AMENDED FROM TIME TO TIME. NO SECURITY INTEREST OR OTHER INTEREST INFAVOR OF ANY OTHER PERSON MAY BE CREATED BY THE TRANSFER OF PHYSICAL POSSESSION OFTHIS CHATTEL PAPER OR OF ANY COUNTERPART HEREOF EXCEPT BY OR WITH THE CONSENT OF THEAFORESAID REVOLVING ADMINISTRATIVE AGENT AS PROVIDED IN SUCH SECURITY AGREEMENT.”Upon the occurrence or during the continuance of an Event of Default, such Grantorshall not create or acquire any electronic Chattel Paper (including the electroniccomponents of hybrid Chattel Paper), unless, prior to such acquisition or creation,it shall have taken such Perfection Action as the Revolving Administrative Agent mayrequire to perfect by control the security interest of the Revolving AdministrativeAgent for the benefit of the Secured Parties in such Collateral.
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     (iii) Other than in the ordinary course of business and in keeping withreasonable and customary practice, no Grantor shall amend, modify, waive orterminate any provision of, or fail to exercise promptly and diligently eachmaterial right or remedy conferred under or in connection with, any Chattel Paper,in any case in such a manner as could reasonably be expected to materially adverselyaffect the value of affected Chattel Paper as collateral.     (h) **Instruments**. With respect to its Instruments whether now existing orhereafter created or acquired and wheresoever located, each Grantor represents, warrants andcovenants to the Revolving Administrative Agent for the benefit of the Secured Parties that:     (i) Such Grantor shall (A) maintain at all times, and, upon request of theRevolving Administrative Agent, furnish to the Revolving Administrative Agent acurrent list identifying in reasonable detail Instruments of which such Grantor isthe payee or holder and having a face amount payable in excess of $1,000,000 in theaggregate from any single Person, and (B) upon the request of the RevolvingAdministrative Agent from time to time, deliver to the Revolving AdministrativeAgent the originals of all such Instruments, together with duly executed undatedendorsements in blank affixed thereto and such other documentation and informationas may be necessary to enable the Revolving Administrative Agent to realize upon theInstruments in accordance with their respective terms or transfer the Instruments asmay be permitted under the Loan Documents or by applicable law.     (ii) Other than in the ordinary course of business and in keeping withreasonable and customary practice, no Grantor shall amend, modify, waive orterminate any provision of, or fail to exercise promptly and diligently eachmaterial right or remedy conferred under or in connection with, any Instrument, inany case in such a manner as could reasonably be expected to materially adverselyaffect the value of affected Instrument as collateral.     (i) **Commercial Tort Claims**. With respect to its Commercial Tort Claims whethernow existing or hereafter created or acquired and wheresoever located, each Grantorrepresents, warrants and covenants to the Revolving Administrative Agent for the benefit ofthe Secured Parties that:     (i) Schedule 9(i) attached hereto contains a true and complete list ofall Commercial Tort Claims in which any Grantor has an interest and which have beenidentified by a Grantor as of its Applicable Date, and as to which the Grantorbelieves in good faith there exists the possibility of recovery (including by way ofsettlement) of monetary relief in excess of $1,000,000 (“Grantor Claims”).Each Grantor shall furnish to the Revolving Administrative Agent from time to timeupon its request a certificate of an officer of such Grantor referring to thisSection 9(i) and (x) identifying all Grantor Claims that are not thendescribed on Schedule 9(i) attached hereto and stating that each of suchadditional Grantor Claims shall be deemed added to such Schedule 9(i) andshall constitute a Commercial Tort
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Claim, a Grantor Claim, and additional Collateral hereunder, and (y) summarizing thestatus or disposition of any Grantor Claims that have been settled, or have beenmade the subject of any binding mediation, judicial or arbitral proceeding, or anyjudicial or arbitral order on the merits, or that have been abandoned. With respectto each such additional Grantor Claim, such Grantor Claim shall be and become partof the Collateral hereunder from the date such claim is identified to the RevolvingAdministrative Agent as provided above without further action, and (ii) theRevolving Administrative Agent is hereby authorized at the expense of the applicableGrantor to execute and file such additional financing statements or amendments topreviously filed financing statements, and take such other action as it may deemnecessary or advisable, to perfect the Lien on such additional Grantor Claimsconferred hereunder, and the Grantor shall, if required by applicable law orotherwise at the request of the Revolving Administrative Agent, execute and deliversuch Perfection Documents and take such other Perfection Action as the RevolvingAdministrative Agent may determine to be necessary or advisable to perfect orprotect the Lien of the Revolving Administrative Agent for the benefit of theSecured Parties in such additional Grantor Claims conferred hereunder.     **10. ****Casualty and Liability Insurance Required****.**     (a) Each Grantor will keep the Collateral continuously insured against such risks asare customarily insured against by businesses of like size and type engaged in the same orsimilar operations including:     (i) property insurance on the Inventory and the Equipment in an amount not lessthan the full insurable value thereof, against loss or damage by theft, fire,lightning, hail, wind, flooding and other hazards ordinarily included under uniformbroad form standard extended coverage policies, limited only as may be provided inthe standard broad form of extended coverage endorsement at the time in use in thestates in which the Collateral is located, in each case as are customarilymaintained by Persons engaged in the same or similar business, owning similarproperties in locations where such Grantor operates and otherwise similarly situatedto such Grantor;     (ii) false pretense insurance in amounts as are customary for Persons engagedin the same or similar business, owning similar properties in locations where suchGrantor operates and otherwise similarly situated to such Grantor;     (iii) garage liability and comprehensive general liability insurance againstclaims for bodily injury, death or property damage occurring with or about suchCollateral (such coverage to include provisions waiving subrogation against theSecured Parties), with the Revolving Administrative Agent and the Lenders asadditional insureds thereunder, in amounts as are customary for Persons engaged inthe same or similar business, owning similar properties in locations where suchGrantor operates and otherwise similarly situated to such Grantor;
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     (iv) liability insurance with respect to the operation of its facilities underthe workers’ compensation laws of the states in which such Collateral is located asare customarily maintained by Persons engaged in the same or similar business,owning similar properties in locations where such Grantor operates and otherwisesimilarly situated to such Grantor, but in no event less than the amount required bythe states where such Collateral is located; and     (v) business interruption insurance in amounts as are customarily maintained byPersons engaged in the same or similar business, owning similar properties inlocations where such Grantor operates and otherwise similarly situated to suchGrantor.     (b) Each insurance policy obtained in satisfaction of the requirements of Section10(a):     (i) may be provided by blanket policies now or hereafter maintained by each orany Grantor or by the Company;     (ii) shall be issued by such insurer (or insurers) as shall be financiallyresponsible, of recognized standing and reasonably acceptable to the RevolvingAdministrative Agent;     (iii) shall be in such form and have such provisions (including withoutlimitation the loss payable clause, the waiver of subrogation clause, the deductibleamount, if any, and the standard mortgagee endorsement clause) as are generallyconsidered standard provisions for the type of insurance involved and are reasonablyacceptable in all respects to the Revolving Administrative Agent;     (iv) shall prohibit cancellation or substantial modification, termination orlapse in coverage by the insurer without at least thirty (30) days’ prior writtennotice to the Revolving Administrative Agent, except for non-payment of premium, asto which such policies shall provide for at least ten (10) days’ prior writtennotice to the Revolving Administrative Agent;     (v) without limiting the generality of the foregoing, all insurance policieswhere applicable under Section 10(a)(i) carried on the Collateral shall namethe Revolving Administrative Agent, for the benefit of the Secured Parties, as losspayee and the Revolving Administrative Agent and Lenders as parties insuredthereunder in respect of any claim for payment.     (c) Prior to expiration of any such policy, such Grantor shall furnish the RevolvingAdministrative Agent with evidence satisfactory to the Revolving Administrative Agent thatthe policy or certificate has been renewed or replaced or is no longer required by thisSecurity Agreement.     (d) Each Grantor hereby makes, constitutes and appoints the Revolving AdministrativeAgent (and all officers, employees or agents designated by the Revolving
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Administrative Agent), for the benefit of the Secured Parties, as such Grantor’s true andlawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claimsunder such policies of insurance, endorsing the name of such Grantor on any check, draft,instrument or other item or payment for the proceeds of such policies of insurance and formaking all determinations and decisions with respect to such policies of insurance, whichappointment is coupled with an interest and is irrevocable; provided, however, that thepowers pursuant to such appointment shall be exercisable only upon the occurrence and duringthe continuation of an Event of Default.     (e) In the event such Grantor shall fail to maintain, or fail to cause to bemaintained, the full insurance coverage required hereunder or shall fail to keep any of itsCollateral in good repair and good operating condition, the Revolving Administrative Agentmay (but shall be under no obligation to), without waiving or releasing any SecuredObligation or Default or Event of Default by such Grantor hereunder, contract for therequired policies of insurance and pay the premiums on the same or make any requiredrepairs, renewals and replacements; and all sums so disbursed by Revolving AdministrativeAgent, including reasonable Attorneys’ Costs, court costs, expenses and other chargesrelated thereto, shall be payable on demand by such Grantor to the Revolving AdministrativeAgent, shall be additional Secured Obligations secured by the Collateral, and (in additionto other rights and remedies resulting from such nonpayment) shall bear interest from thedate of demand until paid in full at the Default Rate.     (f) Each Grantor agrees that to the extent that it shall fail to maintain, or fail tocause to be maintained, the full insurance coverage required by Section 10(a), itshall in the event of any loss or casualty pay promptly to the Revolving AdministrativeAgent, for the benefit of the Secured Parties, to be held in a separate account forapplication in accordance with the provisions of Sections 10(h), such amount aswould have been received as Net Proceeds (as hereinafter defined) by the RevolvingAdministrative Agent, for the benefit of the Secured Parties, under the provisions ofSection 10(h) had such insurance been carried to the extent required.     (g) The Net Proceeds of the insurance carried pursuant to the provisions ofSections 10(a)(ii) and 10(a)(iii) shall be applied by such Grantor towardsatisfaction of the claim or liability with respect to which such insurance proceeds may bepaid.     (h) The Net Proceeds of the insurance carried with respect to the Collateral pursuantto the provisions of Section 10(a)(i) hereof shall be paid to such Grantor and heldby such Grantor in a separate account and applied, as long as no Event of Default shall haveoccurred and be continuing, as follows: after any loss under any such insurance and paymentof the proceeds of such insurance, each Grantor shall have a period of thirty (30) daysafter payment of the insurance proceeds with respect to such loss to elect to either (x)repair or replace, or such repair or replacement cannot reasonably be completed in suchthirty (30) day period, commence the repair or replacement and diligently prosecute the sameto completion, the Collateral so damaged, (y) deliver such Net Proceeds to the RevolvingAdministrative Agent, for the benefit of the Secured Parties, as additional Collateral or(z) apply such Net Proceeds to the acquisition of tangible assets constituting Collateralused or useful in the conduct of the
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business of such Grantor, subject to the provisions of this Security Agreement. Ifsuch Grantor elects to repair or replace the Collateral so damaged, such Grantor agrees theCollateral shall be repaired to a condition substantially similar to or of better quality orhigher value than its condition prior to damage or replaced with Collateral in a conditionsubstantially similar to or of better quality or higher value than the condition of theCollateral so replaced prior to damage. At all times during which an Event of Default shallhave occurred and be continuing, the Revolving Administrative Agent shall be entitled toreceive direct and immediate payment of the proceeds of such insurance and such Grantorshall take all action as the Revolving Administrative Agent may reasonably request toaccomplish such payment. Notwithstanding the foregoing, in the event such Grantor shallreceive any such proceeds, such Grantor shall immediately deliver such proceeds to suchRevolving Administrative Agent for the benefit of the Secured Parties as additionalCollateral, and pending such delivery shall hold such proceeds in trust for the benefit ofthe Secured Parties and keep the same segregated from its other funds.     (i) “Net Proceeds” when used with respect to any insurance proceeds shall meanthe gross proceeds from such proceeds, award or other amount, less all taxes, fees andexpenses (including Attorney Costs) incurred in the realization thereof.     (j) In case of any material damage to, destruction or loss of, or claim or proceedingagainst, all or any material part of the Collateral pledged hereunder by a Grantor, suchGrantor shall give prompt notice thereof to the Revolving Administrative Agent. Each suchnotice shall describe generally the nature and extent of such damage, destruction, loss,claim or proceeding. Subject to Section 10(d), each Grantor is hereby authorizedand empowered to adjust or compromise any loss under any such insurance other than lossesrelating to claims made directly against any Secured Party as to which the insurancedescribed in Section 10(a)(ii) or (iii) is applicable.     (k) The provisions contained in this Security Agreement pertaining to insurance shallbe cumulative with any additional provisions imposing additional insurance requirements withrespect to the Collateral or any other property on which a Lien is conferred under anySecurity Instrument.     **11. ****Rights and Remedies Upon Event of Default****.**Upon the occurrence and during thecontinuance of a Revolving Event of Default or a Floorplan Event of Default, as the case may be,the Revolving Administrative Agent shall have the following rights and remedies on behalf of theRevolving Secured Parties or the Floorplan Secured Parties, as applicable, in addition to anyrights and remedies set forth elsewhere in this Security Agreement or the other Loan Documents, allof which may be exercised with or, if allowed by law, without notice to a Grantor:     (a) All of the rights and remedies of a secured party under the UCC or under otherapplicable law, all of which rights and remedies shall be cumulative, and none of whichshall be exclusive, to the extent permitted by law, in addition to any other rights andremedies contained in this Security Agreement or any other Loan Document;
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     (b) The right to foreclose the Liens and security interests created under this SecurityAgreement by any available judicial procedure or without judicial process;     (c) The right to (i) enter upon the premises of a Grantor through self-help and withoutjudicial process, without first obtaining a final judgment or giving such Grantor notice oropportunity for a hearing on the validity of the Revolving Administrative Agent’s claim andwithout any obligation to pay rent to such Grantor, or any other place or places where anyCollateral is located and kept, and remove the Collateral therefrom to the premises of theRevolving Administrative Agent or any agent of the Revolving Administrative Agent, for suchtime as the Revolving Administrative Agent may desire, in order effectively to collect orliquidate the Collateral, (ii) require such Grantor or any bailee or other agent of suchGrantor to assemble the Collateral and make it available to the Revolving AdministrativeAgent at a place to be designated by the Revolving Administrative Agent that is reasonablyconvenient to both parties, and (iii) notify any or all Persons party to a QualifyingControl Agreement or who otherwise have possession of or control over any Collateral of theoccurrence of an Event of Default and other appropriate circumstances, and exercise controlover and take possession or custody of any or all Collateral in the possession, custody orcontrol of such other Persons;     (d) The right to (i) exercise all of a Grantor’s rights and remedies with respect tothe collection of Accounts, Chattel Paper, Instruments, Supporting Obligations and GeneralIntangibles (collectively, “Payment Collateral”), including the right to demandpayment thereof and enforce payment, by legal proceedings or otherwise; (ii) settle, adjust,compromise, extend or renew all or any Payment Collateral or any legal proceedingspertaining thereto; (iii) discharge and release all or any Payment Collateral; (iv) takecontrol, in any manner, of any item of payment or proceeds referred to in Section 5above; (v) prepare, file and sign a Grantor’s name on any Proof of Claim in bankruptcy,notice of Lien, assignment or satisfaction of Lien or similar document in any action orproceeding adverse to any obligor under any Payment Collateral or otherwise in connectionwith any Payment Collateral; (vi) endorse the name of a Grantor upon any chattel paper,document, instrument, invoice, freight bill, bill of lading or similar document or agreementrelating to any Collateral; (vii) use the information recorded on or contained on aGrantor’s internet website or otherwise in any data processing equipment and computerhardware and software relating to any Collateral to which a Grantor has access; (viii) opensuch Grantor’s mail and collect any and all amounts due to such Grantor from any AccountDebtors or other obligor in respect of Payment Collateral; (ix) take over such Grantor’spost office boxes or make other arrangements as the Revolving Administrative Agent, onbehalf of the applicable Secured Parties, deems necessary to receive such Grantor’s mail,including notifying the post office authorities to change the address for delivery of suchGrantor’s mail to such address as the Revolving Administrative Agent, on behalf of theapplicable Secured Parties, may designate; (x) notify any or all Account Debtors or otherobligor on any Payment Collateral that such Payment Collateral has been assigned to theRevolving Administrative Agent for the benefit of the Secured Parties and that RevolvingAdministrative Agent has a security interest therein for the benefit of the Secured Parties(provided that the Revolving Administrative Agent may at any time give such notice to anAccount Debtor that is a department, agency or authority of the United States government);each Grantor hereby
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agrees that any such notice, in the Revolving Administrative Agent’s sole discretion, may(but need not) be sent on such Grantor’s stationery, in which event such Grantor shallco-sign such notice with the Revolving Administrative Agent if requested to do so by theRevolving Administrative Agent; and (xi) do all acts and things and execute all documentsnecessary, in Revolving Administrative Agent’s sole discretion, to collect the PaymentCollateral; and     (e) The right to sell all or any Collateral in its then existing condition, or afterany further manufacturing or processing thereof, at such time or times, at public or privatesale or sales, with such notice as may be required by law, in lots or in bulk, for cash oron credit, with or without representations and warranties, all as the RevolvingAdministrative Agent, in its sole discretion, may deem advisable. The RevolvingAdministrative Agent shall have the right to conduct such sales on a Grantor’s premises orelsewhere and shall have the right to use a Grantor’s premises without charge for such salesfor such time or times as the Revolving Administrative Agent may see fit. The RevolvingAdministrative Agent may, if it deems it reasonable, postpone or adjourn any sale of theCollateral from time to time by an announcement at the time and place of such postponed oradjourned sale, and such sale may, without further notice, be made at the time and place towhich it was so adjourned. Each Grantor agrees that the Revolving Administrative Agent hasno obligation to preserve rights to the Collateral against prior parties or to marshal anyCollateral for the benefit of any Person. The Revolving Administrative Agent for thebenefit of the Secured Parties is hereby granted an irrevocable fully paid license or otherright (including each Grantor’s rights under any license or any franchise agreement), eachof which shall remain in full force and effect until the Facilities Termination Date, touse, without charge, each of the labels, patents, copyrights, names, trade secrets, tradenames, trademarks and advertising matter, or any property of a similar nature owned orlicensed by any Grantor, as it pertains to the Collateral, in completing production of,advertising for sale and selling any Collateral. If any of the Collateral shall requirerepairs, maintenance, preparation or the like, or is in process or other unfinished state,the Revolving Administrative Agent shall have the right, but shall not be obligated, toperform such repairs, maintenance, preparation, processing or completion of manufacturingfor the purpose of putting the same in such saleable form as the Revolving AdministrativeAgent shall deem appropriate, but the Revolving Administrative Agent shall have the right tosell or dispose of the Collateral without such processing and no Grantor shall have anyclaim against the Revolving Administrative Agent for the value that may have been added tosuch Collateral with such processing. In addition, each Grantor agrees that in the eventnotice is necessary under applicable law, written notice mailed to such Grantor in themanner specified herein ten (10) days prior to the date of public sale of any of theCollateral or prior to the date after which any private sale or other disposition of theCollateral will be made shall constitute commercially reasonable notice to such Grantor.All notice is hereby waived with respect to any of the Collateral which threatens to declinespeedily in value or is of a type customarily sold on a recognized market. The RevolvingAdministrative Agent may purchase all or any part of the Collateral at public or, ifpermitted by law, private sale, free from any right of redemption which is hereby expresslywaived by such Grantor and, in lieu of actual payment of such purchase price, may set offthe amount of such price against the Secured Obligations. Each Grantor recognizes that theRevolving
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Administrative Agent may be unable to effect a public sale of certain of the Collateral byreason of certain prohibitions contained in the Securities Act of 1933, as amended (the“Securities Act”), and applicable state law, and may be otherwise delayed oradversely affected in effecting any sale by reason of present or future restrictions thereonimposed by governmental authorities (“Affected Collateral”), and that as aconsequence of such prohibitions and restrictions the Revolving Administrative Agent may becompelled (i) to resort to one or more private sales to a restricted group of purchasers whowill be obliged to agree, among other things, to acquire Affected Collateral for their ownaccount, for investment and not with a view to the distribution or resale thereof, or (ii)to seek regulatory approval of any proposed sale or sales, or (iii) to limit the amount ofAffected Collateral sold to any Person or group. Each Grantor agrees and acknowledges thatprivate sales so made may be at prices and upon terms less favorable to such Grantor than ifsuch Affected Collateral was sold either at public sales or at private sales not subject toother regulatory restrictions, and that the Revolving Administrative Agent has no obligationto delay the sale of any Affected Collateral for the period of time necessary to permit theGrantor or any other Person to register or otherwise qualify them under or exempt them fromany applicable restriction, even if such Grantor or other Person would agree to register orotherwise qualify or exempt such Affected Collateral so as to permit a public sale under theSecurities Act or applicable state law. Each Grantor further agrees, to the extentpermitted by applicable law, that the use of private sales made under the foregoingcircumstances to dispose of Affected Collateral shall be deemed to be dispositions in acommercially reasonable manner. Each Grantor hereby acknowledges that a ready market maynot exist for Affected Collateral that is not traded on a national securities exchange orquoted on an automated quotation system.     The net cash proceeds resulting from the collection, liquidation, sale, or other dispositionof the Collateral shall be applied first to the expenses (including all Attorneys’ Costs) ofretaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating andthe like, and then to the satisfaction of all Secured Obligations in accordance with the terms ofSection 8.03 of the Revolving Credit Agreement or Section 8.06 of the FloorplanCredit Agreement as applicable, or, if such application is contrary to the application specified inthe Master Intercreditor Agreement, then such net cash proceeds shall be applied as requiredpursuant to the Master Intercreditor Agreement. Each Grantor shall be liable to the RevolvingAdministrative Agent, for the benefit of the Secured Parties, and shall pay to the RevolvingAdministrative Agent, for the benefit of the Secured Parties, on demand any deficiency which mayremain after such sale, disposition, collection or liquidation of the Collateral.     The Revolving Administrative Agent in its capacity as collateral agent for the FloorplanSecured Parties, shall have no liability or responsibility for the method or manner, or anyfailure, of application of funds to the Floorplan Secured Obligations by the FloorplanAdministrative Agent under the Loan Documents, and the Revolving Administrative Agent shall befully acquitted as to any net proceeds upon delivery of same to the Floorplan Administrative Agent.     **12. ****Attorney-in-Fact****.**Each Grantor hereby appoints the Revolving Administrative Agentas the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this SecurityAgreement and taking any action and executing any instrument which the Revolving AdministrativeAgent may deem necessary or advisable to accomplish the purposes hereof,
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which appointment is irrevocable and coupled with an interest; provided, that the RevolvingAdministrative Agent shall have and may exercise rights under this power of attorney only upon theoccurrence and during the continuance of an Event of Default. Without limiting the generality ofthe foregoing, upon the occurrence and during the continuance of an Event of Default, the RevolvingAdministrative Agent shall have the right and power:     (a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittanceand receipts for moneys due and to become due under or in respect of any of the Collateral;     (b) to receive, endorse and collect any drafts or other instruments, documents andchattel paper in connection with clause (a) above;     (c) to endorse such Grantor’s name on any checks, notes, drafts or any other paymentrelating to or constituting proceeds of the Collateral which comes into the RevolvingAdministrative Agent’s possession or the Revolving Administrative Agent’s control, anddeposit the same to the account of the Revolving Administrative Agent, for the benefit ofthe Secured Parties, on account and for payment of the Secured Obligations.     (d) to file any claims or take any action or institute any proceedings that theRevolving Administrative Agent may deem necessary or desirable for the collection of any ofthe Collateral or otherwise to enforce the rights of the Revolving Administrative Agent, forthe benefit of the Secured Parties, with respect to any of the Collateral; and     (e) to execute, in connection with any sale or other disposition of Collateral providedfor herein, any endorsement, assignments, or other instruments of conveyance or transferwith respect thereto.     **13. ****Reinstatement****.**The granting of a security interest in the Collateral and theother provisions hereof shall continue to be effective or be reinstated, as the case may be, if atany time any payment of any of the Secured Obligations is rescinded or must otherwise be returnedby any Secured Party or is repaid by any Secured Party in whole or in part in good faith settlementof a pending or threatened avoidance claim, whether upon the insolvency, bankruptcy orreorganization of any Grantor or any other Loan Party or otherwise, all as though such payment hadnot been made. The provisions of this Section 13 shall survive repayment of all of theSecured Obligations and the termination or expiration of this Security Agreement in any manner,including but not limited to termination upon occurrence of the Facilities Termination Date.     **14. ****Certain Waivers by the Grantors****.**Each Grantor waives to the extent permitted byapplicable law (a) any right to require any Secured Party or any other obligee of the SecuredObligations to (x) proceed against any Person or entity, including without limitation any LoanParty, (y) proceed against or exhaust any Collateral or other collateral for the SecuredObligations, or (z) pursue any other remedy in its power; (b) any defense arising by reason of anydisability or other defense of any other Person, or by reason of the cessation from any causewhatsoever of the liability of any other Person or entity, (c) any right of subrogation, and (d)any right to enforce any remedy which any Secured Party or any other obligee of the Secured
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Obligations now has or may hereafter have against any other Person and any benefit of and any rightto participate in any collateral or security whatsoever now or hereafter held by the RevolvingAdministrative Agent for the benefit of the Secured Parties. Each Grantor authorizes each SecuredParty and each other obligee of the Secured Obligations without notice (except notice required byapplicable law) or demand and without affecting its liability hereunder or under the Loan Documentsfrom time to time to: (i) take and hold security, other than the Collateral herein described, forthe payment of such Secured Obligations or any part thereof, and exchange, enforce, waive andrelease the Collateral herein described or any part thereof or any such other security; and (ii)apply such Collateral or other security and direct the order or manner of sale thereof as suchSecured Party or obligee in its discretion may determine.     The Revolving Administrative Agent may at any time deliver (without representation, recourseor warranty) the Collateral or any part thereof to a Grantor and the receipt thereof by suchGrantor shall be a complete and full acquittance for the Collateral so delivered, and the RevolvingAdministrative Agent shall thereafter be discharged from any liability or responsibility therefor.     **15. ****Continued Powers****.**Until the Facilities Termination Date shall have occurred, thepower of sale and other rights, powers and remedies granted to the Revolving Administrative Agentfor the benefit of the Secured Parties hereunder shall continue to exist and may, after theoccurrence and during the continuance of an Event of Default, be exercised by the RevolvingAdministrative Agent at any time and from time to time irrespective of the fact that any of theSecured Obligations or any part thereof may have become barred by any statute of limitations orthat any part of the liability of any Grantor may have ceased.     **16. ****Other Rights****.**The rights, powers and remedies given to the RevolvingAdministrative Agent for the benefit of the Secured Parties by this Security Agreement shall be inaddition to all rights, powers and remedies given to the Revolving Administrative Agent or anySecured Party under any other Loan Document or by virtue of any statute or rule of law. Anyforbearance or failure or delay by the Revolving Administrative Agent in exercising any right,power or remedy hereunder shall not be deemed to be a waiver of such right, power or remedy, andany single or partial exercise of any right, power or remedy hereunder shall not preclude thefurther exercise thereof; and every right, power and remedy of the Secured Parties shall continuein full force and effect until such right, power or remedy is specifically waived in accordancewith the terms of the Credit Agreements.     **17. ****Anti-Marshaling Provisions****.**The right is hereby given by each Grantor to theRevolving Administrative Agent, for the benefit of the Secured Parties, to make releases (whetherin whole or in part) of all or any part of the Collateral agreeable to the Revolving AdministrativeAgent without notice to, or the consent, approval or agreement of other parties and interests,including junior lienors, which releases shall not impair in any manner the validity of or priorityof the Liens and security interests in the remaining Collateral conferred hereunder, nor releaseany Grantor from personal liability for the Secured Obligations. Notwithstanding the existence ofany other security interest in the Collateral held by the Revolving Administrative Agent, for thebenefit of the Secured Parties, the Revolving Administrative Agent shall have the right todetermine the order in which any or all of the Collateral shall be subjected to the remediesprovided in this Security Agreement. Each Grantor hereby waives any and all right to
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require the marshaling of assets in connection with the exercise of any of the remedies permittedby applicable law or provided herein or in any other Loan Document.     **18. ****Entire Agreement****.**This Security Agreement and each Joinder Agreement, togetherwith each Credit Agreement and other Loan Documents, constitutes and expresses the entireunderstanding between the parties hereto with respect to the subject matter hereof, and supersedesall prior negotiations, agreements and understandings, inducements, commitments or conditions,express or implied, oral or written, except as contained in the Loan Documents. The express termshereof and of the Joinder Agreements control and supersede any course of performance or usage ofthe trade inconsistent with any of the terms hereof or thereof. Neither this Security Agreementnor any Joinder Agreement nor any portion or provision hereof or thereof may be changed, altered,modified, supplemented, discharged, canceled, terminated, or amended orally or in any manner otherthan in a writing that is (a) signed by the Grantors and the “Required Lenders” (as defined in theRevolving Credit Agreement), (b) acknowledged by the Revolving Administrative Agent (suchacknowledgement not to be unreasonably withheld or delayed) and (c) if such change, alteration,modification, supplement, discharge, cancellation, termination or amendment would be adverse in anyway to any Floorplan Lender or the Floorplan Administrative Agent, signed by the “Required Lenders”(as defined in the Floorplan Credit Agreement) and acknowledged by the Floorplan AdministrativeAgent (such acknowledgement not to be unreasonably withheld or delayed).     **19. ****Third Party Reliance****.**Each Grantor hereby consents and agrees that all issuers ofor obligors in respect of any Collateral, and all securities intermediaries, warehousemen, bailees,public officials and other Persons having any interest in, possession of, control over or right,privilege, duty or discretion in respect of, any Collateral shall be entitled to accept theprovisions hereof and of the Joinder Agreements as conclusive evidence of the right of theRevolving Administrative Agent, on behalf of the Secured Parties, to exercise its rights hereunderor thereunder with respect to the Collateral, notwithstanding any other notice or direction to thecontrary heretofore or hereafter given by any Grantor or any other Person to any of such Persons.     **20. ****Binding Agreement; Assignment****.**This Security Agreement and each JoinderAgreement, and the terms, covenants and conditions hereof and thereof, shall be binding upon andinure to the benefit of the parties hereto, and to their respective successors and assigns, exceptthat no Grantor shall be permitted to assign this Security Agreement, any Joinder Agreement or anyinterest herein or therein or, except as expressly permitted herein or in the applicable CreditAgreement, in the Collateral or any part thereof or interest therein. Without limiting thegenerality of the foregoing sentence of this Section 20, any Lender may assign to one ormore Persons, or grant to one or more Persons participations in or to, all or any part of itsrights and obligations under the applicable Credit Agreement (to the extent permitted by suchCredit Agreement); and to the extent of any such permitted assignment or participation such otherPerson shall, to the fullest extent permitted by law, thereupon become vested with all the benefitsin respect thereof granted to such Lender herein or otherwise, subject however, to the provisionsof the applicable Credit Agreement, including Article IX thereof (concerning the RevolvingAdministrative Agent) and Section 10.06 thereof (concerning assignments andparticipations). All references herein to the Revolving Administrative Agent and to the Secured
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Parties shall include any successor thereof or permitted assignee, and any other obligees from timeto time of the Secured Obligations.     **21. ****Related Swap Contracts and Secured Cash Management Arrangements****.**All obligationsof each Revolving Grantor under or in respect of Related Swap Contracts and Secured Cash ManagementArrangements to which any Revolving Lender or its Affiliates is a party shall be deemed to beRevolving Secured Obligations secured hereby, and each Revolving Lender or Affiliate of a RevolvingLender party to any such Related Swap Contract or Secured Cash Management Arrangements shall bedeemed to be a Revolving Secured Party hereunder with respect to such Revolving SecuredObligations; provided, however, that such obligations shall cease to be RevolvingSecured Obligations at such time, prior to the Facility Termination Date (as defined in theRevolving Credit Agreement), as such Person (or Affiliate of such Person) shall cease to be a“Lender” under the Revolving Credit Agreement.     No Person who obtains the benefit of any Lien by virtue of the provisions of this Sectionshall have any right to notice of any action or to consent to, direct or object to any actionhereunder or under any other Revolving Loan Document or otherwise in respect of the RevolvingCollateral (including the release or impairment of any Revolving Collateral) other than in itscapacity as a Revolving Lender and only to the extent expressly provided in the Revolving LoanDocuments. Notwithstanding any other provision of this Security Agreement to the contrary, theRevolving Administrative Agent shall only be required to verify the payment of, or that othersatisfactory arrangements have been with respect to, the Revolving Secured Obligations arisingunder Related Swap Contracts or Secured Cash Management Arrangements to the extent the RevolvingAdministrative Agent has received written notice of such Revolving Secured Obligations togetherwith such supportive documentation as it may request from the applicable Revolving Lender orAffiliate of a Revolving Lender. Each Revolving Secured Party not a party to the either RevolvingCredit Agreement who obtains the benefit of this Security Agreement by virtue of the provisions ofthis Section shall be deemed to have acknowledged and accepted the appointment of the RevolvingAdministrative Agent pursuant to the terms of the Revolving Credit Agreement, and that with respectto the actions and omissions of the Revolving Administrative Agent hereunder or otherwise relatinghereto that do or may affect such Revolving Secured Party, the Revolving Administrative Agent andeach of its Related Parties shall be entitled to all the rights, benefits and immunities conferredunder Article IX of the Revolving Credit Agreement.     **22. ****Severability****.**The provisions of this Security Agreement are independent of andseparable from each other. If any provision hereof shall for any reason be held invalid orunenforceable, such invalidity or unenforceability shall not affect the validity or enforceabilityof any other provision hereof, but this Security Agreement shall be construed as if such invalid orunenforceable provision had never been contained herein.     **23. ****Counterparts****.**This Security Agreement may be executed in any number ofcounterparts each of which when so executed and delivered shall be deemed an original, and it shallnot be necessary in making proof of this Security Agreement to produce or account for more than onesuch counterpart executed by the Grantor against whom enforcement is sought. Without limiting theforegoing provisions of this Section 23, the provisions of Section 10.10 of bothCredit Agreements shall be applicable to this Security Agreement.
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     **24. ****Termination****.**Subject to the provisions of Section 13, this SecurityAgreement and each Joinder Agreement, and all obligations of the Grantors hereunder (excludingthose obligations and liabilities that expressly survive such termination) shall terminate withoutdelivery of any instrument or performance of any act by any party on the Facilities TerminationDate. Upon such termination of this Security Agreement, the Revolving Administrative Agent shall,at the request and sole expense of the Grantors, promptly deliver to the Grantors such terminationstatements and take such further actions as the Grantors may reasonably request to terminate ofrecord, or otherwise to give appropriate notice of the termination of, any Lien conferredhereunder.     **25. ****Notices****.**Any notice required or permitted hereunder shall be given (a) withrespect to any Grantor, at the address then in effect for the giving of notices to the Companyunder the Revolving Credit Agreement, and (c) with respect to the Revolving Administrative Agent ora Lender, at the Revolving Administrative Agent’s address indicated in Schedule 10.02 ofthe Revolving Credit Agreement. All such addresses may be modified, and all such notices shall begiven and shall be effective, as provided in Schedule 10.02 of the Revolving CreditAgreement for the giving and effectiveness of notices and modifications of addresses thereunder.     **26. ****Joinder****.**Each Person who shall at any time execute and deliver to the RevolvingAdministrative Agent a Revolving Joinder Agreement and who is identified therein as a “RevolvingSubsidiary Grantor” and each Person who shall at any time execute and deliver a Floorplan JoinderAgreement and who is identified therein as a “Floorplan Subsidiary Grantor” shall thereuponirrevocably, absolutely and unconditionally become a party hereto and obligated hereunder as aGrantor and shall have thereupon pursuant to Section 2 hereof granted a security interestin and collaterally assigned to the Revolving Administrative Agent for the benefit of therespective Secured Parties all respective Collateral in which it has at its Applicable Date orthereafter acquires any interest or the power to transfer, and all references herein and in theother Loan Documents to the Grantors or to the parties to this Security Agreement shall be deemedto include such Person as a Grantor hereunder. Each Joinder Agreement shall be accompanied by theSupplemental Schedules referred to therein, appropriately completed with information relating tothe Grantor executing such Joinder Agreement and its property. Each of the applicable Schedulesattached hereto shall be deemed amended and supplemented without further action by such informationreflected on the Supplemental Schedules attached to each Joinder Agreement.     **27. ****Rules of Interpretation****.**The rules of interpretation contained in Sections1.02 and 1.05 of the Revolving Credit Agreement shall be applicable to this SecurityAgreement and each Joinder Agreement and are hereby incorporated by reference. All representationsand warranties contained herein shall survive the delivery of documents and any Credit Extensions(as defined in the “Revolving Credit Agreement) or Loans (as defined in the Floorplan CreditAgreement) as referred to herein or secured hereby.     **28. ****Governing Law; Waivers****.**     **(a) THIS SECURITY AGREEMENT AND EACH JOINDER AGREEMENT SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA APPLICABLE TOCONTRACTS EXECUTED, AND TO BE FULLY**
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**PERFORMED, IN SUCH STATE; PROVIDED THAT (i) WITH RESPECT TO THOSE INSTANCES IN WHICHTHE APPLICABLE CHOICE OF LAWS RULES OF SUCH STATE, INCLUDING SECTION 9-301 OF THE UCC,REQUIRE THAT THE MANNER OF CREATION OF A SECURITY INTEREST IN SPECIFIC COLLATERAL OR THEMANNER OR EFFECT OF PERFECTION OR NONPERFECTION OR THE RULES GOVERNING PRIORITY OF SECURITYINTERESTS ARE TO BE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION, THEN THE LAWS OF SUCHOTHER JURISDICTION SHALL GOVERN SUCH MATTERS, (ii) EACH CONTROL AGREEMENT (INCLUDING EACHQUALIFYING CONTROL AGREEMENT) APPLICABLE TO ANY SECURITIES ACCOUNT OR DEPOSIT ACCOUNT SHALLBE GOVERNED BY THE LAWS OF THE JURISDICTION SPECIFIED IN SUCH CONTROL AGREEMENT, OROTHERWISE BY THE LAWS OF THE JURISDICTION THAT GOVERN THE SECURITIES ACCOUNT OR DEPOSITACCOUNT TO WHICH SUCH CONTROL AGREEMENT RELATES, AND (iii) IN THOSE INSTANCES IN WHICH THELAWS OF THE JURISDICTION IN WHICH COLLATERAL IS LOCATED GOVERN MATTERS PERTAINING TO THEMETHODS AND EFFECT OF REALIZING ON COLLATERAL, SUCH LAWS SHALL BE GIVEN EFFECT WITH RESPECTTO SUCH MATTERS.**     **(b) EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT,ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY JOINDERAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN MAY BE INSTITUTED IN ANY STATEOR FEDERAL COURT SITTING IN MECKLENBURG COUNTY, STATE OF NORTH CAROLINA, UNITED STATES OFAMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT OR A JOINDERAGREEMENT, EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY HAVE NOW OR HEREAFTER TO THE LAYING OFTHE VENUE OR TO THE JURISDICTION OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND IRREVOCABLYSUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCHSUIT, ACTION OR PROCEEDING.**     **(c) EACH GRANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF ACOPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION ORPROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF SUCHPARTY PROVIDED IN****SECTION 25****OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDERTHE APPLICABLE LAWS IN EFFECT IN THE STATE OF NORTH CAROLINA.**     **(d) NOTHING CONTAINED IN****SUBSECTIONS (b)****OR****(c)****HEREOF SHALL PRECLUDETHE REVOLVING ADMINISTRATIVE AGENT FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUTOF OR RELATING TO THIS SECURITY AGREEMENT OR ANY JOINDER**
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**AGREEMENT OR THE OTHER LOAN DOCUMENTS IN THE COURTS OF ANY PLACE WHERE ANY OTHER PARTYOR ANY OF SUCH PARTY’S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT PERMITTEDBY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TOTHE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTIONOR PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS WHICH NOW OR HEREAFTER, BYREASON OF ITS PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY BE AVAILABLE UNDER APPLICABLELAW.**     **(e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER ORRELATED TO THIS SECURITY AGREEMENT OR ANY JOINDER AGREEMENT OR ANY AMENDMENT, INSTRUMENT,DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITHTHE FOREGOING, EACH PARTY HEREBY AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANYSUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBYEXPRESSLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVETO TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.**     **(f) EACH GRANTOR HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE THAT ANY COURT TOWHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS HEREOF IS AN INCONVENIENT FORUM.**     **29. ****Amendment and Restatement****.**The parties hereto agree that the Existing SecurityAgreement is hereby amended and restated in this Security Agreement, and this Security Agreementshall constitute neither a release nor novation of any lien or security interest arising under theExisting Security Agreement nor a refinancing of any indebtedness or obligations arising thereunderor under the Existing Credit Agreement or related documents, but rather the liens and securityinterests in effect under the Existing Security Agreement shall continue in effect on the termshereof.*[Signature pages follow.]*
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     **IN WITNESS WHEREOF**, the parties have duly executed this Security Agreement on the day and yearfirst written above.      **COMPANY:**