Blueprint





  Exhibit 10.2











 



INTERCREDITOR AGREEMENT

 


THIS
INTERCREDITOR AGREEMENT (as amended, restated, supplemented or
otherwise modified from time to time, this “Agreement”) is entered
into as of April 30, 2018, by and between (a) HERCULES CAPITAL,
INC., a Maryland corporation, in its capacity as administrative
agent under the Hercules Loan Agreement, as defined below
(“Hercules”), and (b) ALLY
BANK (“Ally
Bank”), and ALLY FINANCIAL INC. (“Ally Financial”, and
together with Ally Bank, collectively, the “Ally Parties”), as
lenders under the Ally Financing Agreement, as defined below.
Hercules and the Ally Parties are each sometimes referred to herein
individually as a “Lender” and collectively as
“Lenders”.

 



RECITALS

 

 

A. Hercules, RUMBLEON,
INC., a Nevada corporation (“Parent”), NEXTGEN PRO,
LLC, a Delaware limited liability company (“NextGen Pro”), RMBL
MISSOURI, LLC, a Delaware limited liability company
(“RMBL
Missouri”), RMBL TEXAS, LLC, a Delaware limited
liability company (“RMBL Texas”), and certain
other persons from time to time party hereto (together with Parent,
NextGen Pro, RMBL Missouri and RMBL Texas, individually, each, a
“Borrower”, and
collectively, “Borrowers”) are parties
to that certain Loan and Security Agreement, dated as of April 30,
2018 (as may be amended, modified, restated, replaced, or
supplemented from time to time, the “Hercules Loan
Agreement”), whereby Hercules has made or will make
available to Borrower a secured loan facility in the maximum
principal amount of Twenty Million Dollars ($20,000,000). The
facility contemplated by the Hercules Loan Agreement shall be
referred to herein as the “Hercules
Loan”.

 

 

B. The Ally Parties
and RMBL Missouri are parties to that certain Inventory Financing
and Security Agreement, dated as of February 16, 2018 (as the same
has been and may be further amended, modified, restated, replaced,
or supplemented from time to time pursuant to the terms herein, the
“Ally Financing
Agreement”), whereby the Ally Parties have agreed to
make available to RMBL Missouri a secured loan facility up to an
aggregate principal amount of Twenty-Five Million Dollars
($25,000,000). The facility contemplated by the Ally Financing
Agreement shall be referred to herein as the “Ally Loan”.

 

C. All of the
obligations and indebtedness of Borrower to Hercules under the
Hercules Loan Documents are secured by the Hercules Collateral and
all of the obligations and indebtedness of Borrower to the Ally
Parties under the Ally Financing Documents are secured by the Ally
Collateral, each as defined below.

 

D. Hercules and the
Ally Parties desire to set forth in this Agreement their respective
rights and obligations with respect to the Collateral, as defined
below.



AGREEMENT

 


The
parties agree as follows:

 




1.

DEFINITIONS AND
CONSTRUCTION





 

1.1 Definitions. As used in this
Agreement, the following terms shall have the following
definitions:

 


“Account” is any
“account” as defined in the UCC, and includes, without
limitation, all accounts receivable and other sums owing to any
Borrower.

 


“Account Control
Agreement” means any agreement entered into by and
among Hercules, any Borrower and a third party bank or other
institution in which any Borrower maintains a Deposit Account or
Investment Account and which perfects Hercules’s first
priority security interest in and/or provides rights to exercise
exclusive control with respect to the subject account or
accounts.

 




 








 






 


“Ally Bank” has the
meaning given to such term in the preamble.

 


“Ally Collateral” means
the property of certain Borrowers described in Exhibit
B.

 


“Ally Credit Balance”
means moneys paid by Borrower to Ally Bank pursuant to that certain
Credit Balance Agreement, dated as of February 16, 2018, by and
between Ally Bank and RMBL Missouri, provided that such amount
shall not exceed 10% of the approved credit line under the Ally
Financing Documents.

 


“Ally Debt Cap” means
$27,500,000 (or such higher amount as permitted under the Hercules
Loan Agreement as Qualified Inventory Financing (as defined in the
Hercules Loan Agreement)).

 


“Ally Financed Vehicles”
means, as of any date of determination, vehicles then held by RMBL
Missouri and acquired with or held as a result of inventory
financing provided pursuant to the Ally Financing Agreement,
including any vehicle with respect to which the Ally Parties have
made a loan or advance secured by such vehicle and which is
specifically identified in written or electronic documents
customarily or regularly prepared and delivered to Borrower for the
purpose of identifying the vehicle as one for which the Ally
Parties have given new value.

 


“Ally Financial” has the
meaning given to such term in the preamble.

 


“Ally Financing Agreement”
has the meaning given to such term in Recital B.

 


“Ally Financing Documents”
means the Ally Financing Agreement, any addenda thereto, including
the Addendum to Inventory Financing and Security Agreement,
effective as of February 16, 2018, the Guaranty dated as of
February 16, 2018, by Parent for the benefit of the Ally Parties,
the General Security Agreement, dated as of February 16, 2018,
among the Ally Parties and Parent, the Cross Collateral, Cross
Default and Guaranty Agreement, dated as of February 16, 2018, by
and among the Ally Parties, RMBL Missouri and Parent, the Credit
Balance Agreement, dated as of February 16, 2018, by and between
Ally Bank and RMBL Missouri, the SmartCash Agreement, dated as of
February 16, 2018, by and between Ally Bank and RMBL Missouri, and
all other documents entered into in connection with the Ally
Financing Agreement, in each case as may be amended, modified,
restated, replaced, or supplemented from time to time pursuant to
the terms herein.

 


“Ally Loan” has the
meaning given to such term in Recital B.

 


“Ally Parties” has the
meaning given to such term in the preamble.

 


“Ally Priority Collateral”
means, as of any date of determination, all right, title, and
interest of RMBL Missouri in and to any Ally Financed Vehicle. For
further clarity, if no Event of Default has occurred, Proceeds of
any Ally Financed Vehicle shall cease to constitute Ally Priority
Collateral upon the earlier of payment to the Ally Parties of the
advance associated with such Ally Financed Vehicle or 30 days after
RMBL Missouri’s sale or disposition of such Vehicle. After
the occurrence of an Event of Default, provided that the Ally
Parties have provided notice of such Event of Default to Hercules
within 30 days of such Event of Default, Proceeds of all Collateral
constituting Ally Financed Vehicles at the time that the Event of
Default occurred shall constitute Ally Priority Collateral (or if
notice was provided later than 30 days after such Event of Default,
Collateral constituting Ally Financed Vehicles as of the date that
is 30 days prior to the date the notice of Event of Default was
given).

 


“Bankruptcy Code” means
the federal bankruptcy law of the United States as from time to
time in effect, currently as Title 11 of the United States
Code. Section references to current sections of the Bankruptcy Code
shall refer to comparable sections of any revised version thereof
if section numbering is changed.

 


“Borrower” and
“Borrowers” have the
respective meanings given to such terms in the
preamble.

 


“Business Day” means any
day other than Saturday, Sunday and any other day on which banking
institutions in the State of California are closed for
business.

 




 

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“Claim” means, with
respect to any Lender, any and all present and future
“claims” (used in its broadest sense, as contemplated
by and defined in Section 101(5) of the Bankruptcy Code, but
without regard to whether such claim would be disallowed under the
Bankruptcy Code) of such Lender now or hereafter arising or
existing under or relating to the respective Loan Documents (as
applicable), whether joint, several, or joint and several, whether
fixed or indeterminate, due or not yet due, contingent or
non-contingent, matured or unmatured, liquidated or unliquidated,
or disputed or undisputed, whether under a guaranty or a letter of
credit, and whether arising under contract, in tort, by law, or
otherwise, any interest or fees thereon (including interest or fees
that accrue after the filing of a petition by or against Borrower
under the Bankruptcy Code, irrespective of whether allowable under
the Bankruptcy Code), any costs of Enforcement Actions, all
reasonable attorneys’ fees and costs incurred by a Lender
under, in connection with or related to its respective Loan
Documents, and all prepayment or termination premiums and other
fees and sums payable by Borrower to Lender under its respective
Loan Documents.

 


“Collateral” means, as the
context may require, the Hercules Collateral and/or the Ally
Collateral.

 


“Deposit Account” means
any “deposit account” of Borrower as such term is
defined in the UCC, and includes any checking account, savings
account, or certificate of deposit.

 


 “Enforcement
Action” means, with respect to any Lender and with
respect to any Claim of such Lender or any item of Collateral in
which such Lender has or claims a Lien or right of offset, any
action, whether judicial or nonjudicial, to repossess, collect,
accelerate, offset, recoup, give notification to third parties with
respect to, sell, dispose of, foreclose upon, give notice of sale,
disposition, or foreclosure with respect to, or obtain equitable or
injunctive relief with respect to, such Claim or Collateral. The
filing by any Lender, or the joining in the filing by any Lender,
of an Insolvency Proceeding against Borrower is also an Enforcement
Action.

 


“Event of Default” means
an “Event of Default”, as defined in the Hercules Loan
Documents, or a “Default”, as defined in the Ally
Financing Documents.

 


“Hercules” has the meaning
given to such term in the preamble.

 


“Hercules Collateral”
means the property of Borrower described in Exhibit A.

 


“Hercules Loan” has the
meaning given to such term in Recital A.

 


“Hercules Loan Agreement”
has the meaning given to such term in Recital A.

 


“Hercules Loan Documents”
means the Hercules Loan Agreement and all of the “Loan
Documents” as defined in the Hercules Loan Agreement except
any warrant issued by Borrower, in each case as may be amended,
modified, restated, replaced, or supplemented from time to
time.

 


“Hercules Priority
Collateral” means, as of any date of determination,
all of the Hercules Collateral, other than Ally Priority Collateral
as of such date.

 


“Insolvency Event” means
any distribution, division, or
application, partial or complete, voluntary or involuntary, by
operation of law or otherwise, of all or any part of the property
of Borrower or the Proceeds
thereof to the creditors of Borrower, or the readjustment of any of the Claims,
whether by reason of liquidation, bankruptcy, arrangement,
receivership, assignment for the benefit of creditors or any other
action or proceeding involving the readjustment of all or any part
of any of the Claims, or the application of the property of
Borrower to the payment or liquidation
thereof, or upon the dissolution or other winding up of
Borrower’s business, or upon the
sale of all or any substantial part of Borrower’s property.

 


“Insolvency Proceeding”
means any bankruptcy, assignment for the benefit of creditors, or
reorganization of a Borrower.

 


“Investment Accounts”
means any account holding Investment Property of a
Borrower.

 




 

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“Lender” or
“Lenders” have the
meanings given to such terms in the preamble.

 


“Lien” means a lien or
security interest in Collateral to secure a Claim of a
Lender.

 


“Loan” means, as the
context may require, singularly the Hercules Loan, the Ally Loan,
or any other extension of credit pursuant to a Loan Agreement; and
“Loans” means
collectively the Hercules Loan, the Ally Loan, and any other
extension of credit pursuant to a Loan Agreement.

 


“Loan Agreement” means, as
the context may require, singularly the Hercules Loan Agreement or
the Ally Financing Agreement; and “Loan Agreements” means
collectively, the Hercules Loan Agreement and the Ally Financing
Agreement.

 


“Loan Documents” means, as
applicable, the Hercules Loan Documents and the Ally Financing
Documents.

 


“Non-filing Lender” has
the meaning given to such term in Section 3.6.

 


“Option Period” has the
meaning given to such term in Section 4(b).

 


“Parent” has the meaning
given to such term in the preamble.

 


“Priority Collateral”
means, as the context may require and as of any date of
determination, the Hercules Priority Collateral or the Ally
Priority Collateral.

 


“
Proceeds” means
“proceeds,” as such term is defined in the
UCC.

 


“Proceeds of Collection”
means, collectively, the Proceeds of Collateral from any
Enforcement Action taken with respect to such Collateral under the
Loan Documents, or any distribution of any Borrower’s assets
of any kind or character upon any dissolution or winding up or
total or partial liquidation or reorganization, whether voluntary
or involuntary, or adjustment or protection or relief or
composition of Borrower or Borrower’s debts, or in any
Insolvency Event, including without limitation, bankruptcy,
insolvency, receivership, arrangement, reorganization, relief or
other proceeding of any Borrower or upon an arrangement for the
benefit of Borrower’s creditors or any other marshalling of
Borrower’s assets and liabilities, in each case, after the
occurrence and during the continuance of an Event of
Default.

 


“Purchase” has the meaning
given to such term in Section 4(b).

 


“Purchase Documents” has
the meaning given to such term in Section 4(b).

 


“Purchase Notice” has the
meaning given to such term in Section 4(a).

 


“Purchase Price” has the
meaning given to such term in Section 4(b).

 


“RMBL Missouri” has the
meaning given to such term in the preamble.

 


“UCC” means the Uniform
Commercial Code as the same may, from time to time, be in effect in
the State of California; provided, that in the event that, by
reason of mandatory provisions of law, any or all of the
attachment, perfection or priority of, or remedies with respect to
any Lender’s Lien on any Collateral is governed by the
Uniform Commercial Code as enacted and in effect in a jurisdiction
other than the State of California, the term “UCC”
shall mean the Uniform Commercial Code as enacted and in effect in
such other jurisdiction solely for purposes of the provisions
thereof relating to such attachment, perfection, priority or
remedies and for purposes of definitions related to such
provisions. Unless otherwise defined herein, terms that are defined
in the UCC and used herein shall have the meanings given to them in
the UCC.

 




 

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1.2           Other
Interpretive Provisions. References in this Agreement to
“Recitals,” “Sections,” and
“Exhibits” are to recitals, sections, and exhibits
herein and hereto unless otherwise indicated. References in this
Agreement to any document, instrument or agreement shall include
(a) all exhibits, schedules, annexes and other attachments
thereto, (b) all documents, instruments or agreements issued
or executed in replacement thereof, and (c) such document,
instrument or agreement, or replacement or predecessor thereto, as
amended, modified and supplemented from time to time and in effect
at any given time. The words “include” and
“including” and words of similar import when used in
this Agreement shall not be construed to be limiting or exclusive.
The Recitals constitute a part of the agreement among the parties
hereto.

 





2.


INTERCREDITOR ARRANGEMENTS





 

2.1 Priority of Security
Interests.

 

(a) Notwithstanding any
contrary priority established by (i) the filing dates of their
respective financing statements, (ii) the recording dates of any
other security perfection documents, (iii) which Lender has
possession of, or control over, any of the Collateral or (iv) any
statute or rule of law to the contrary, the Lenders agree that,
except as otherwise provided under Section 3:

 

(i) As of any date of
determination, the Liens of the Ally Parties in Collateral
constituting Ally Priority Collateral, determined as of such date,
shall be senior in rank and order of priority and enforcement to
the Liens and enforcement rights of Hercules in and against such
Collateral;

 

(ii) As
of any date of determination, the Liens of Hercules in Collateral
constituting Hercules Priority Collateral, determined as of such
date, shall be senior in rank and order of priority and enforcement
to the Liens and enforcement rights of the Ally Parties in and
against such Collateral;

 

(iii) As
of any date of determination, the Liens of the Ally Parties in
Collateral constituting Hercules Priority Collateral, determined as
of such date, shall be junior and subordinate in rank, priority and
enforcement to the Lien and enforcement rights of Hercules in and
against such Collateral;

 

(iv) As
of any date of determination, the Liens of Hercules in Collateral
constituting Ally Priority Collateral, determined as of such date,
shall be junior and subordinate in rank, priority and enforcement
to the Lien and enforcement rights of the Ally Parties in and
against such Collateral; and

 

(v) The Proceeds of
Collection of the Hercules Priority Collateral and the Ally
Priority Collateral shall be distributed as provided in
Section
3
below.

 

(b) The relative
priorities set forth in subsection (a) above are
subject to the following:

 

(i) No Lender shall
challenge or contravene the creation, attachment, perfection or
enforceability of the Lien of the other Lender in its respective
Collateral. The relative priorities described in Section 2.1(a) above, shall not
apply to, however, and the provisions of this Agreement shall not
be effective as to, any Lien which otherwise would be prior and
superior, which Lien, by reason of any act or omission to act by
the Lender whose rights therein under the Agreement would be
superior, is judicially determined as not to be effective, or is
rendered ineffective by reason of any act or omission to act of any
third party to this Agreement; provided that such determination is
not made on the basis of a claim or motion advanced by or on behalf
of the other Lender.

 

(ii) A
Lender’s relative priority in the Proceeds (within the
meaning of the UCC, including insurance proceeds) of an asset of a
Borrower shall be determined based upon that Lender’s
relative priority in the asset from which such Proceeds arose, as
set forth in subsection
(a) above, except as expressly provided otherwise in the
defined term “Ally Priority Collateral”.

 




 

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(iii) If
a Lender conducts an Enforcement Action, such Lender shall provide
the other Lender with copies of all demands, communications,
correspondence, and pleadings which relate to such Enforcement
Action and a written statement of the results of such liquidation
and the distribution of the Proceeds of Collection. The Proceeds of
Collection shall be distributed in accordance with Section 3 below.

 

2.2 Limitation on Further Loans.
After the date hereof, except pursuant to the Ally Financing
Agreement and subject to the Ally Debt Cap, the Ally Parties may
not make loans to or otherwise extend credit to Borrower without
notice to and the consent of Hercules.

 

2.3 Transfer of Interest in Loans.
Any sale or transfer of an interest in this Agreement and the Loan
Documents shall be voidable at the option of any other Lender
unless the following provisions are satisfied:

 

(a) Consent. Each of Hercules and
the Ally Parties agree that each of them will not transfer any of
its interest in its Loan Documents or its Loan without first
delivering a copy of this Agreement to the proposed transferee or
assignee, and obtaining the acknowledgment of the proposed
transferee or assignee that the transfer or assignment is subject
to all of the terms of this Agreement; provided, however, each Lender may sell
to any other financial entity participation interests in such
Lender’s rights under this Agreement and its respective Loan
Documents, provided that notwithstanding the sale of
participations, such Lender shall remain solely responsible for the
performance of its obligations under this Agreement and its
applicable Loan Documents, and the other Lender shall continue to
deal solely and directly with such Lender in connection with this
Agreement and its Loan Documents unless otherwise agreed to in
writing by each Lender.

 

(b) Assumption of Obligations. The
transferee shall assume all obligations of the transferring Lender
with respect to the portion of the transferor’s interest
under this Agreement and the applicable Loan Documents; provided
that to the extent the transferor shall not transfer the entirety
and shall retain any portion of its interest in its Loan Document,
the transferor shall retain its obligations under this Agreement,
its Loan Agreement and its other applicable Loan Documents with
respect to that portion of its interest.

 

2.4 Bailee for Perfection. Each
Lender hereby appoints the other Lender as agent for the purposes
of perfecting its Liens in and on any of its Collateral in the
possession or under the control of such other Lender; provided,
that, a Lender in possession or having control of any Collateral
shall not have any duty or liability to protect or preserve any
rights pertaining to any of the other Lender’s Collateral
and, except for gross negligence or willful misconduct as
determined pursuant to a final non-appealable order of a court of
competent jurisdiction, the non-possessing and/or non-controlling
Lender hereby waives and releases the other Lender from all claims
and liabilities arising pursuant to the possessing Lender’s
role as bailee with respect to such Collateral, so long as the
possessing and/or controlling Lender shall use the same degree of
care with respect thereto as the possessing and/or controlling
Lender uses for similar property pledged to the possessing and/or
controlling Lender as collateral for indebtedness of others to the
possessing and/or controlling Lender.

 

2.5 Insolvency Proceeding. In any
Insolvency Proceeding, the Collateral of each Lender shall include
applicable Collateral acquired by Borrower, or arising, after the
commencement of the Insolvency Proceeding, and this Agreement shall
continue to apply during any such Insolvency
Proceeding.

 




 

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3.


PAYMENTS AND REMEDIES UPON AN EVENT OF DEFAULT





 

3.1 Exercise of Remedies
by Hercules. Notwithstanding anything to the contrary
contained in this Agreement or in the Hercules Loan Agreement, upon the occurrence of an Event of
Default, Hercules shall be free
at all times to exercise or to refrain from exercising any and all
rights and remedies it may have with respect to the Hercules
Priority Collateral under the Hercules Loan Documents or under applicable law (and
continue to receive regularly scheduled payments or any prepayment
of the Hercules Loans pursuant
to the terms therein). In no event shall Hercules
take any Enforcement Action against
any Collateral then constituting Ally Priority Collateral without
the prior written consent of the Ally Parties, provided that
with respect to Ally Priority Collateral consisting of cash
Proceeds maintained in Deposit Accounts or Investment Accounts
subject to an Account Control Agreement in favor of Hercules,
Hercules may give notice of exclusive control with respect to such
Deposit Account or Investment Account and, if required pursuant to
the terms of such Account Control Agreement cause the transfer of
funds or assets therefrom pending determination which portion
thereof constitutes Ally Priority Collateral, provided further that
amounts constituting Ally Priority Collateral shall be received by Hercules in trust for and shall be
promptly paid over to the Ally Parties for application to the
payments of amounts due in respect of the Claims of the Ally
Parties until such Claims are paid in full, subject to the Ally
Debt Cap.

 

3.2 Exercise of Remedies
by Ally. Notwithstanding
anything to the contrary contained in this Agreement or in the Ally
Financing Agreement, upon the occurrence of an Event of
Default, the Ally Parties shall
be free at all times to exercise or to refrain from exercising any
and all rights and remedies it may have with respect to the Ally
Priority Collateral under the Ally Financing Documents or under
applicable law (and continue to receive regularly scheduled
payments or any prepayment of the Ally Loans pursuant to the terms therein). In no event
shall any one of the Ally Parties take any Enforcement Action against any Collateral
then constituting Hercules Priority Collateral without the prior written
consent of Hercules.

 

3.3 Application of
Proceeds of Collection of Ally Priority Collateral after an Event
of Default. Notwithstanding
anything to the contrary in the Loan Documents, as among the
Lenders, the Proceeds of Collection of all Collateral then
constituting Ally Priority Collateral, determined as of the date of
the occurrence of an Event of Default, shall upon receipt by either
Lender, after the occurrence and during the continuation of an
Event of Default be paid to and applied as
follows:

 

(a) First,
to the payment of then outstanding reasonable out-of-pocket costs
and expenses of the Ally Parties (i) expended to preserve the value
of the Ally Priority Collateral, (ii) of foreclosure or suit with
respect to Ally Priority Collateral, if any, and (iii) of such
sale, foreclosure or suit with respect to the Ally Priority
Collateral;


 

(b) Second,
to the Ally Parties in an
amount up to the Ally Debt Cap
to be applied to the Claims of the Ally
Parties;


 

(c) Third, to Hercules in an amount
up to Hercules’s Claims until all such Claims are satisfied
in full;


 

(d) Fourth, to the Ally Parties in
an amount up to the Ally Parties’ Claims until all such
Claims are satisfied in full; and


 

(e) Fifth,
to Borrowers or whomsoever may be lawfully entitled to receive the
same.

 

3.4 Application of
Proceeds of Collection of Hercules Priority Collateral
after an Event of Default.
Notwithstanding anything to the contrary in the Loan Documents, as
among the Lenders, the Proceeds of Collection of all Collateral
then constituting Hercules Priority Collateral shall upon receipt by either
Lender, after the occurrence of an Event of Default be paid to and
applied as follows:

 

(a) First,
to the payment of then outstanding reasonable out-of-pocket costs
and expenses of Hercules’s (i) expended to preserve the value
of the Hercules Priority Collateral, (ii) of foreclosure or suit
with respect to Hercules Priority Collateral, if any, and (iii) of
such sale, foreclosure or suit with respect to the Hercules
Priority Collateral;

 




 

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(b) Second,
to Hercules in an amount up
to Hercules’s Claims
until all such Claims are satisfied in full;

 

(c) Third, to the Ally Parties in
an amount up to the Claims of the Ally Parties until all such
Claims are satisfied in full; and

 

(d) Fourth,
to Borrowers or whomsoever may be lawfully entitled to receive the
same.

 

3.5 Insurance.
In the event of any loss affecting any Collateral, the Lender
having a senior Lien in the affected Collateral under this
Agreement shall, subject to Borrower’s rights under the applicable Loan
Documents, have the sole and exclusive right (but not the
obligation) to adjust settlement of any insurance policy applicable
to such Collateral. All Proceeds of insurance applicable to the
affected Collateral shall (subject to Borrower’s rights under the applicable Loan
Documents) be applied in the same manner set forth in
Sections
3.3
and
3.4
with respect to such Collateral itself
and other Proceeds thereof.

 

3.6 Insolvency Events. In the event of any Insolvency Event, then, and in
any such event, and subject to any subordination arrangements to
which the Lenders may be subject, (a) all payments and
distributions of any kind or character, whether in cash or property
or securities in respect of the Lenders’ Claims shall be
distributed pursuant to the provisions of Sections
2.1, 3.3
and
3.4
hereof; (b) each Lender shall
promptly file a claim or claims, on the form required in such
proceeding, for the full outstanding amount of such Lender’s
Claim, and shall use its commercially reasonable efforts to cause
said claim or claims to be approved; (c) each of the Lenders
hereby irrevocably agrees that, to the extent that it fails timely
to do so (a “Non-filing
Lender”), the other
Lender may in the name of the Non-filing Lender, or otherwise, file
and prove up any and all claims of the Non-filing Lender relating
to the Non-filing Lender’s Claim; (d) in the event that,
notwithstanding the foregoing, but subject to the provisions
of Sections
2.1, 3.3
and
3.4, any payment or distribution of any kind or
character, whether in cash, properties or securities, shall
be received by a Lender in excess of the amount agreed to herein,
then the portion of such payment or distribution in excess of such
Lender’s permitted amount shall be received by such Lender in trust for and shall
be promptly paid over to the other Lender for application to the
payments of amounts due on the other Lender’s Claims; and
(e) each of the Lenders hereby irrevocably agrees that
neither Lender shall assert or otherwise approve, without the prior
written consent of the other Lender, any claim, motion, objection
or argument in respect of the other Lender’s Collateral in
connection with any Insolvency Proceeding which could otherwise be
asserted or raised in connection with such Insolvency Proceeding
(including, without limitation, any claim, motion, objection or
argument seeking adequate protection or relief from the automatic
stay in respect of such Collateral), that is otherwise inconsistent
with the terms of this Agreement. The Ally Parties will not object
to Hercules providing debtor in possession financing, provided that
such debtor in possession financing does not vary the relative
priority of the Claims of the Ally Parties or adversely affect the
Ally Parties’ Lien on the Ally Priority Collateral. Each
Lender agrees that if an Insolvency Event occurs, such Lender will
not seek relief from automatic stay with respect to the other
Lender’s Priority Collateral or oppose a request by the other
Lender for relief from the automatic stay with respect to the other
Lender’s Priority Collateral.

 

3.7 Return
of Payments. To the extent any
payment for the account of Borrower is required to be returned as a voidable transfer
or otherwise, the Lenders shall contribute to one another as is
necessary to ensure that such return of payment is in accordance
with the terms of this Agreement.

 

3.8 Foreclosure.

 

(a) Credit Bid By Lenders. 
Hercules agrees that the Ally Parties shall have the right to
credit bid under Section 363(k) of the Bankruptcy Code with respect
to, or otherwise object to any such sale or other disposition of,
the Ally Priority Collateral and the Ally Parties agree that
Hercules shall have the right to credit bid under Section 363(k) of
the Bankruptcy Code with respect to, or otherwise object to any
such sale or other disposition of, the Hercules Priority
Collateral; provided, however, that the Ally Parties shall not be
deemed to have agreed to any “credit bid” by Hercules
in connection with the sale or other disposition of Collateral
which includes Collateral then constituting Ally Priority
Collateral, and Hercules shall not be deemed to have agreed to any
“credit bid” by the Ally Parties in connection with the
sale or other disposition of Collateral which includes Collateral
then constituting Hercules Priority Collateral.

 




 

8








 






 

(b) Cash
Bid for Account of One Lender.  No Lender shall make or
cause to be made a cash bid at any foreclosure sale or other sale
of any of the Collateral without the prior written consent of the
other Lender, unless the Proceeds of the amount of such bid after
allocation in accordance with Section 3.3 or 3.4, as
applicable, will be equal to or in excess of the amount of the
other Lender’s Claims, as demonstrated by calculations
satisfactory to such other Lender.  If a cash bid is made and
is successful, then (i) the Proceeds of the sale shall be
allocated as set forth in Section 3.3 or 3.4 as
applicable, and (ii) the Lender that entered the successful
bid shall acquire the Collateral so purchased for its own account,
and the other Lender shall have no further interest in that
Collateral upon the payment to such other Lender of the shares of
the Proceeds in accordance with Section 3.3 or 3.4 as
applicable.  The Proceeds allocated under the foregoing
clause (i) shall be
allocated between the Lenders pursuant to Sections 3.3 or 3.4 as
applicable, according to the net book value (per Borrowers’
books) of their respective Priority Collateral which is a part of
such Collateral (and Accounts shall be valued at face
amount).

 




4.

PURCHASE
OPTION.





 

(a) Purchase Option Triggers.
(i) At any time after acceleration of either Loan,
(ii) at any time during an Event of Default, and (iii) at
any time following the commencement of an Insolvency Proceeding,
Hercules shall have the right, but not obligation, upon giving
written notice to the Ally Parties, to acquire from the Ally
Parties all (but not less than all) of the right, title, and
interest of the Ally Parties in and to the Ally Loan and the Ally
Financing Documents (a “Purchase
Notice”).

 

(b) Consummation of Purchase. Upon
the Ally Parties’ receipt of the Purchase Notice, Hercules
irrevocably shall be committed to acquire from the Ally Parties,
and the Ally Parties irrevocably shall be committed to sell to
Hercules, all (but not less than all) of the aggregate amount of
the Ally Loan and the right, title, and interest of the Ally
Parties in and to the Ally Financing Documents (the
“Purchase”), by paying to
the Ally Parties, within ten (10) Business Days (the
“Option
Period”) following receipt of the Purchase Notice, in
immediately available funds by Federal funds wire transfer, a
purchase price (the “Purchase Price”) equal
to: 100% of the outstanding balance with respect to the Ally Loan
due thereunder (including, without limitation, principal, interest
accrued and unpaid thereon and any unpaid fees and reasonable and
documented expenses to the extent earned or due and payable in
accordance with the Ally Financing Documents). The Ally Parties
agree to provide customary loan sale documents (the
“Purchase
Documents”) to effectuate the Purchase within three
(3) Business Days following receipt of the Purchase Notice and
shall provide copies of all of the Ally Financing Documents then in
effect. Upon execution and delivery of the Purchase Documents and
payment of the Purchase Price, the Ally Parties (i) shall assign
and deliver to Hercules the Ally Financing Documents, with
appropriate assignment and endorsement, and any Collateral in its
possession, and (ii) shall execute and deliver such other
documents, instruments, and agreements reasonably necessary to
effect such assignment. The Purchase shall be without any
representation, recourse, or warranty, except that the Ally Parties
shall represent and warrant to Hercules (i) the amount of
principal, interest and fees owed to the Ally Parties on the
closing date of the Purchase, (ii) that none of the Ally Parties
has assigned or encumbered its rights in the Ally Loan or the Ally
Financing Documents, (iii) that the Ally Financing Documents,
as provided by the Ally Parties are the complete and correct forms
thereof, and (iv) that each of the Ally Parties owns and has
the unrestricted right to transfer to Hercules all right, title,
and interest with respect to the Ally Financing Documents at no
expense or charge to Hercules other than payment of the Purchase
Price. In the event the Ally Parties do not timely comply with the
respective obligations set forth above, the Option Period shall be
extended, provided that the foregoing shall not constitute a waiver
by Hercules for any other remedies it may have in law or equity for
failure by the Ally Parties to timely comply with their respective
obligations. Upon receipt of the Purchase Notice, the Ally Parties
shall cease and refrain from exercising any Enforcement Actions
until the expiration of the Option Period.

 





5.


EXCULPATION OF AND DELEGATION BY LENDERS





 

5.1 Exculpation.
In connection with any exercise of Enforcement Actions hereunder,
no Lender or any of its partners, or any of their respective
directors, officers, employees, attorneys, accountants, or agents
shall be liable as such to any other Lender for any action taken or
omitted by it or them, except with respect to any violation of this
Agreement or any gross negligence or willful
misconduct.

 




 

9








 






 

5.2 Delegation of
Duties. Each Lender may execute
any of its powers and perform any duties hereunder either directly
or by or through agents or attorneys-in-fact. Each Lender shall be
entitled to advice of counsel concerning all matters pertaining to
such powers and duties.

 





6.


RIGHTS IN THE WARRANTS





 


Notwithstanding
anything to the contrary herein, no warrants issued to any Lender
(or any affiliate thereof) by Borrower, the stock issuable
thereunder, any equity securities purchased by any Lender (or any
affiliate thereof), any amounts paid thereunder, any dividends, or
any other rights in connection therewith shall be subject to the
terms and conditions of this Agreement. Nothing herein shall affect
any Lender’s rights (or the rights of any affiliate thereof
as assignee) under any such warrants or stock to administer,
manage, transfer, assign, or exercise such warrants or stock for
its own account.

 





7.


NO RESPONSIBILITY FOR INVESTIGATION





 


Each of
the Lenders represents that it has made, and agrees that it will
continue to make its own independent investigation of the financial
condition and affairs of Borrowers in connection with the making,
administration and enforcement of its Loan, and that it has made
and shall continue to make its own appraisal of the
creditworthiness of Borrowers. No Lender shall have any duty or
responsibility either initially or on a continuing basis to make
any such investigation or any such appraisal on behalf of any other
party, or to provide any other party with any credit or other
information with respect thereto, whether coming into its
possession before the date hereof or any time or times thereafter,
and shall further have no responsibility with respect to the
accuracy of or the completeness of the information provided to the
Lenders by Borrowers.

 





8.


REPRESENTATIONS AND WARRANTIES





 

8.1 Due Organization and
Qualification. Each Lender
represents and warrants to the other parties that it is a
corporation or other entity duly existing and in good standing
under the laws of its state of organization and it is qualified and
licensed to do business in, and is in good standing in, any state
in which the conduct of its business or its ownership of property
requires that it be so qualified, except for such states as to
which any failure so to qualify would not have a material adverse
effect on such Lender.

 

8.2 Authority.
Each Lender represents and warrants that it has all necessary power
and authority to execute, deliver and perform this Agreement in
accordance with the terms hereof and that it has all requisite
power and authority to own and operate its properties and to carry
on its business as now conducted.

 

8.3 Authorization;
Enforceability. Each Lender
represents and warrants that (a) the execution and delivery of
this Agreement and the consummation of the transactions
contemplated herein have each been duly authorized by all necessary
action on its part, and (b) this Agreement has been duly
executed and delivered and constitutes a legal, valid and binding
obligation of such person, enforceable against it in accordance
with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency or other similar laws of general
application relating to or affecting the enforcement of
creditors’ rights or by general principles of
equity.

 

8.4 Copies of
Documents. Each Lender
represents and warrants that it has provided the other with true
and complete copies of its Loan Documents in effect as of the date
of this Agreement.

 





9.


NOTICES





 

(a) Unless otherwise
provided in this Agreement, all notices or demands by any party
relating to this Agreement or any other agreement entered into in
connection herewith shall be in writing and (except informal
documents which may be sent by email) shall be deemed to have been
validly served, given, delivered and received upon the earlier of
(i) the day of hand delivery or delivery by an overnight
express service or overnight mail delivery service; or
(ii) the third calendar day after deposit in the United States
of America mails, with proper first class postage prepaid, return
receipt requested in each case, addressed to the party to be
notified as follows:

 




 

10








 






 


	


If to Hercules:


 

	

Hercules
Capital, Inc., as agent


Attn:
Chief Legal Officer and Tom
Harris



400 Hamilton Ave.



Suite #310



Palo Alto, CA 94301



Email: legal@herculestech.com; tharris@htgc.com


 


	


If to the Ally Parties:


 

	


Ally Bank and Ally Financial Inc.


Attn:
Sheldon Nicklin, Executive Risk Director



3200 Bristol Street, Suite 700



Costa Mesa, California 92626



Email: sheldon.w.nicklin@ally.com


 






 


The
parties hereto may change the address at which they are to receive
notices hereunder, by notice in writing in the foregoing manner
given to the other. In addition, each Lender agrees (i) to use its
best efforts to notify the other Lender promptly upon receipt
of any material written notice from Borrowers and (ii) at the
other Lender’s request, to send a copy of any such notice to
the other Lender, but neither Lender shall have any liability to
the other Lender for any inadvertent failure to give such notice
under clause (i) or
(ii) above.

 

(b) Each Lender agrees
to provide the other Lender with (i) copies of any notice of
demand, or similar communication as and when given to a Borrower or
any co-borrower or guarantor with respect to a Loan, (ii) as and
when received, given, or executed, a copy of any amendment,
modification, waiver (including waiver of any Event of Default),
replacement or supplement of the Loan Documents, (iii) notice of
any intent to sell or transfer all or any part of its right, title
and interest in the Loan Documents to any third party (other than a
controlled affiliate of such Lender or a successor in interest
through merger) at least ten (10) Business Days prior to
consummating such sale or transfer.

 





10.


NO BENEFIT TO THIRD PARTIES





 


The
terms and provisions of this Agreement shall be for the sole
benefit of Lenders, and their respective successors and assigns,
and no other person or entity (including Borrowers) shall have any
right, benefit, priority, or interest under, or because of this
Agreement.

 




11.

CERTAIN AGREEMENTS OF
THE ALLY PARTIES.





 

(a) The Ally Parties
acknowledge and consent to (i) the Hercules Loan Documents, (ii)
the grant by Borrowers of a Lien on the Hercules Collateral, and
(iii) only prior to the occurrence of an Event of Default, the
transfer from RMBL Missouri to Parent, in the ordinary course of
Borrowers’ business, of any cash Proceeds from the sale of an
Ally Financed Vehicle provided the Ally Parties have been paid in
full for the outstanding balance of any advance associated with
such Ally Financed Vehicle.

 

(b) Notwithstanding
Section 12.1, the
Ally Parties shall not amend the Ally Financing Documents, without
prior written consent of Hercules, to (i) increase the interest
rate by more than 3.0 percentage points (excluding increases
resulting from (A) increases in the underlying reference rate
not caused by an amendment of the Ally Financing Documents, or
(B) the accrual of interest at the default rate), or
(ii) increase the Ally Credit Balance required to be provided
to be in excess of 10% of the approved credit line under the Ally
Financing Documents.

 




 

11








 






 





12.


GENERAL PROVISIONS





 

12.1 Lenders’
Rights. Hercules, on the one
hand, and the Ally Parties on
the other hand, agree that each Lender may at any time, and from
time to time, without the consent of the other Lender and without
notice to the other Lender: (i) renew or extend any of
Borrower’s indebtedness and
obligations owing to such Lender or that of any other person at any
time directly or indirectly liable for the payment thereof; (ii)
accept partial payments of its Claims; (iii) settle, release (by
operation of law or otherwise), compromise, collect or liquidate
any of its Claims; (iv) release, exchange, fail to perfect, delay
the perfection of, fail to resort to, or realize upon Collateral
then constituting its Priority Collateral; (v) change, alter or
vary the interest charge on, or any other terms or provisions of
its Claims or any present or future instrument, document or
agreement with any Borrower;
and (vi) take any other action or omit to take any other action
with respect to its Claims as it deems necessary or advisable in
its sole discretion; subject,
however,
in all cases, to the specific provisions of this Agreement. Each
Lender waives any right to require the other Lender to
proceed first against some Collateral
before proceeding against other Collateral, or to exercise certain
remedies before exercising other remedies, whether under the
equitable doctrine of marshalling or otherwise, but subject, in all
cases, to the provisions of this Agreement.

 

12.2 Non-Avoidability.
The subordinations and priorities specified in this Agreement are
expressly conditioned upon the nonavoidability and perfection of
the security interest to which another security interest is
subordinated, and if the security interest to which another
security interest is subordinated is not perfected or is avoidable,
for any reason, then the subordinations and relative priority
provided for in this Agreement shall not be effective as to the
particular Collateral that is the subject of the unperfected or
avoidable security interest.

 

12.3 Successors
and Assigns. This Agreement
shall bind and inure to the benefit of the respective successors
and permitted assigns of each of the Ally Parties
and Hercules; provided, however, that neither this Agreement
nor any rights hereunder may be assigned, transferred or
participated by any of the parties hereto without being in
compliance with Section
2.3, and subject to Section
4.

 

12.4 Severability
of Provisions. Each provision
of this Agreement shall be severable from every other provision of
this Agreement for the purpose of determining the legal
enforceability of any specific provision.

 

12.5 Entire
Agreement; Construction; Amendments and Waivers.

 

(a) This
Agreement constitutes and contains the entire agreement among the
Lenders, and supersedes any and all prior agreements, negotiations,
correspondence, understandings and communications between the
parties, whether written or oral, respecting the subject matter
hereof.

 

(b) This
Agreement is the result of negotiations between and has been
reviewed by each of the Lenders executing this Agreement as of the
date hereof and their respective counsel; accordingly, this
Agreement shall be deemed to be the product of the parties hereto,
and no ambiguity shall be construed in favor of or against any
party. Lenders agree that they intend the literal words of this
Agreement and that no parole evidence shall be necessary or
appropriate to establish any of their actual
intentions.

 

(c) Any
and all amendments, modifications, discharges or waivers of, or
consents to any departures from any provision of this
Agreement shall not be effective
without the written consent of each Lender. Any waiver or consent
with respect to any provision of this Agreement shall be effective
only in the specific instance and for the specific purpose for
which it was given. Any amendment, modification, waiver or consent
effected in accordance with this Section 12.5(c)
shall be binding upon each
Lender.

 

12.6 Counterparts.
This Agreement may be executed in any number of
counterparts, including counterparts transmitted by
facsimile or other means of electronic transmission, and by different parties on separate counterparts,
each of which, when executed and delivered, shall be deemed to be
an original, and all of which, when taken together, shall
constitute but one and the same Agreement.

 




 

12








 






 

12.7 Termination.
This Agreement shall terminate upon the later of (a) irrevocable
payment in full to each Lender of all amounts (other than
unasserted amounts in connection with obligations that specifically
survive termination of the applicable Loan Documents) owing to it
under the applicable Loan Documents, and (b) the termination
of all obligations to lend thereunder.

 

12.8 Reinstatement.
Notwithstanding any provision of this Agreement to the contrary,
the rights and obligations of the parties hereunder shall be
reinstated and revived if and to the extent that for any reason any
payment by or on behalf of Borrower is rescinded, or must be otherwise restored by
Lenders, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, all as though such amount had not been
paid. To the extent any payment is rescinded or restored, the
obligations shall be revived in
full force and effect without reduction or discharge for that
payment.

 

12.9 Survival.
All covenants, representations and warranties made in this
Agreement shall continue in full force and effect so long as any
obligations remain outstanding hereunder.

 





13.


RELATIONSHIP OF LENDERS





 


Lenders
shall not under any circumstances be construed to be partners or
joint venturers of one another; nor shall the Lenders under any
circumstances be deemed to be in a relationship of confidence or
trust or a fiduciary relationship with one another, or to owe any
fiduciary duty to one another. Lenders do not undertake or assume
any responsibility or duty to one another to select, review,
inspect, supervise, pass judgment upon or otherwise inform each
other of any matter in connection with Borrowers’ property,
any Collateral held by any Lender or the operations of Borrowers.
Each Lender shall rely entirely on its own judgment with respect to
such matters, and any review, inspection, supervision, exercise of
judgment or supply of information undertaken or assumed by any
Lender in connection with such matters is solely for the protection
of such Lender.

 





14.


CHOICE OF LAW AND VENUE; AND JURY TRIAL WAIVER





 


THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO
CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF
ANY LAWS OTHER THAN THE LAWS OF THE STATE OF CALIFORNIA, AND EACH
OF THE LENDERS HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CALIFORNIA. TO
THE EXTENT NOT PROHIBITED BY APPLICABLE STATE LAW, LENDERS HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM,
PROCEEDING OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW OR STATUTORY CLAIMS. THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
HERETO. If the foregoing waiver of jury trial is ineffective or
unenforceable, the parties agree that all claims arising out of
this Agreement and the transactions related thereto shall be
resolved by reference to a private judge sitting without a jury,
pursuant to Code of Civil Procedure Section 638, before a mutually
acceptable referee or, if the parties cannot agree, a referee
selected by the Presiding Judge of the Santa Clara County,
California. Such proceeding shall be conducted in Santa Clara
County, California, with California rules of evidence and discovery
applicable to such proceeding.

 


[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]

 




 

13








 






 


[SIGNATURE
PAGE TO INTERCREDITOR AGREEMENT]

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.

 


HERCULES CAPITAL,
INC., in its capacity as administrative agent on behalf of certain
lenders

 


By:
_/s/ Zhuo Huang
_______________


Name:
__Zhuo
Huang________________


Title:
_Associate General
Counsel_______


 


 


 


 


 


 


 


 




 








 






 


[SIGNATURE
PAGE TO INTERCREDITOR AGREEMENT]

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.

 


ALLY
BANK

 


By:
_/s/ Margaret
Gabriel ____________


Name:
_Margaret
Gabriel_____________


Title:
_Authorized
Representative ______

 


ALLY
FINANCIAL INC.

 


By:
_/s/ Margaret
Gabriel ____________


Name:
_Margaret
Gabriel_____________


Title:
_Authorized
Representative ______

 


 




 








 






 


[SIGNATURE
PAGE TO INTERCREDITOR AGREEMENT]

 


Each of
the undersigned Borrowers, acknowledges and approves of the terms
of this Agreement and further agrees that it shall not take any
action (or fail to take any action) in contravention of the terms
of this Agreement.

 


RUMBLEON,
INC.

 


By:
_/s/ Steven R.
Berrard________


Name:
__Steven R.
Berrard_______


Title:__Chief
Financial Officer____

 


 

 


RMBL
MISSOURI, LLC

 


By:
_/s/ Steven R.
Berrard________


Name:
__Steven R.
Berrard_______


Title:__Manager________________

 


 

 


RMBL
TEXAS, LLC

 


By:
_/s/ Steven R.
Berrard________


Name:
__Steven R.
Berrard_______


Title:__Manager________________

 


 

 


NEXTGEN
PRO, LLC

 


By:
_/s/ Steven R.
Berrard________


Name:
__Steven R.
Berrard_______


Title:__Manager________________

 

 

 




 








 










 



Exhibit A

 



Hercules Collateral


 


All
right, title and interest of each Borrower in the
following:

 


(a)
Receivables

 


(b)
Equipment

 


(c)
Fixtures

 


(d)
General Intangibles

 


(e)
Inventory

 


(f)
Investment Property

 


(g)
Deposit Accounts

 


(h)
Cash

 


(i)
Goods

 


and all
other tangible and intangible personal property of Borrower whether
now or hereafter owned or existing, leased, consigned by or to, or
acquired by, Borrower and wherever located, and any of
Borrowers’ property in the possession or under the control of
Hercules; and, to the extent not otherwise included, all Proceeds
of each of the foregoing and all accessions to, substitutions and
replacements for, and rents, profits and products of each of the
foregoing.

 


For
purposes of the foregoing, the following capitalized terms shall
have the following meanings:

 


“Cash”
means all cash, cash equivalents and liquid funds.

 


“Deposit
Accounts” means any “deposit accounts,” as
such term is defined in the UCC, and includes any checking account,
savings account, or certificate of deposit.

 


“Receivables”
means (i) all of each Borrower’s Accounts, Instruments,
Documents, Chattel Paper, Supporting Obligations, letters of
credit, proceeds of any letter of credit, and Letter of Credit
Rights, and (ii) all customer lists, software, and business records
related thereto.

 


To the
extent not otherwise defined, capitalized terms used in this
Exhibit A shall
have the respective meanings given to them in the UCC.

 




 








 










 



Exhibit B

 



Ally Collateral

 



RMBL Missouri

 


All
right title and interest of RMBL Missouri in the following: all
Vehicles, including but not limited to those for which either of
the Ally Parties provides Inventory Financing; other inventory;
equipment; fixtures; accounts, including factory open accounts of
RMBL Missouri; deposit and other accounts with banks and other
financial institutions; cash and cash equivalents; general
intangibles; all documents; instruments; investment property; and
chattel paper.

 


The
Ally Credit Balance, to the extent determined to be property of
Borrower.

 


For
purposes of the foregoing, the following capitalized terms have the
following meanings:

 


“Inventory
Financing” means advancing the purchase price of the
Vehicles directly to the Vehicle Sellers, advancing funds to other
third parties who are not Vehicle Sellers or loaning money directly to RMBL Missouri for
Vehicles purchased from Vehicle Sellers by RMBL
Missouri.

 


“Vehicle
Seller” means manufacturer, distributor, dealers, auctioneer,
merchant, customer, broker, seller, or other
supplier.

 


“Vehicles”
means new and used automobiles,
trucks, cars, vans, chassis, buses, trailers, motor homes,
recreational vehicles, towable recreational vehicles, motorcycles,
all-terrain vehicles, snowmobiles, motorized carts, motor vehicles,
other vehicles and/or campers (together with all accessories,
accessions, additions and attachments to such
vehicles).

 



Parent

 


All of
the following described property in which Parent now or hereafter
acquires an interest, wherever located, in whatever form: all
inventory; equipment; fixtures; accounts, including factory open
accounts; accounts with banks and other financial institutions;
cash and cash equivalents; general intangibles; all documents;
instruments; investment property; and chattel paper.