DEUTSCHE BANK

SECURITIES INC.

DEUTSCHE BANK AG

NEW YORK BRANCH

60 Wall Street

New York, New York 10005

UBS AG,

STAMFORD

BRANCH

600 Washington

Boulevard

Stamford,

Connecticut 06901

UBS SECURITIES

LLC

1285 Avenue of the

Americas

New York,

New York 10019

Wells Fargo Bank,

N.A.
100 Park Avenue
Suite 1400
New York,

New York 10017

/s/ James Christopoulos

prior to the Closing Date, Acquisition Sub commencing a tender offer to purchase all of the shares of common stock of the Company (the “Tender Offer”) and, if any such shares are accepted for purchase pursuant to the terms of an Agreement and Plan of Merger, dated as of November 6, 2018 among Acquisition Sub, the Company, the sellers representative named therein and each other party thereto (together with exhibits, annexes and schedules thereto, in each case, as amended, supplemented waived, modified or consented to from time to time, the “Acquisition Agreement”) and the Tender Offer, purchasing such shares on or prior to the Closing Date prior to the Merger on the Closing Date; and

Acquisition Sub merging on the Closing Date pursuant to the Acquisition Agreement with and into the Company, with the Company surviving such merger as a direct or indirect wholly-owned subsidiary of Holdings (the “Merger”).

Capitalized terms used but not defined in this Exhibit A have the meanings assigned to them in the Commitment Letter to which this Exhibit A is attached, including the other Exhibits thereto. In the event any such capitalized term is subject to multiple or differing definitions, the appropriate meaning thereof in this Exhibit A will be determined by reference to the context in which it is used.

(i) Initially, Acquisition Sub (the “Initial Borrower”), all of the outstanding equity interests of which are owned by Holdings (as defined below) and (ii) immediately after giving effect to the Transactions, the Company (the “Borrower”).

The Borrower and each domestic Guarantor that owns assets included in the Borrowing Base (as defined below) will be a co-borrower under the ABL Facility. The Borrower and the Guarantors are collectively referred to as “Loan Parties.” As used herein, “Holdings” is a reference to the immediate parent company of the Borrower (after giving effect to the Transactions).

All capitalized terms used but not defined herein have the meanings assigned to them in the Commitment Letter to which this Exhibit B is attached, including the other Exhibits thereto. In the event any such capitalized term is subject to multiple or differing definitions, the appropriate meaning thereof in this Exhibit B will be determined by reference to the context in which it is used. In the event that any such capitalized term used in this Exhibit B is not defined in this Exhibit B or otherwise in the Commitment Letter, such term as used in this Exhibit B shall have meanings no less favorable than the meanings of such term or similar term in the ABL Sponsor Precedent or Bank Sponsor Precedent, as applicable, as modified by the Documentation Principles.

A senior secured revolving facility (the “ABL Facility;” the commitments under the ABL Facility, the “Revolving Commitments”) in an aggregate principal amount of $250.0 million (the loans thereunder, together with (unless the context otherwise requires) the Swingline Loans referred to below, the “Revolving Loans”) on the terms and conditions set forth herein. The Revolving Loans will be available in U.S. dollars and such other currencies as the Borrower and the ABL Administrative Agent may agree.

Notwithstanding anything to the contrary herein, any obligation of the Floorplan Facility Funding Agent or the Lenders to fund any floorplan advances shall (other than on Closing Date) at the election of Floorplan Facility Funding Agent terminate upon notice to the Borrower in the event of the termination or modification of any vendor program or modification of any vendor program without the consent of Floorplan Facility Funding Agent.

paragraph. Other than set forth herein, the financial definitions and financial ratio definitions in the ABL Facilities Documentation shall be based on, with respect to customary asset based lending facility financial definitions and financial ratio definitions not otherwise defined in the First Lien Facilities Documentation, the equivalent definitions of such terms in the ABL Sponsor Precedent, and with respect to other financial definitions and financial ratio definitions, the equivalent definitions in the First Lien Facilities Documentation, in each case, after giving effect to Documentation Principles. All leverage and ratio calculations shall exclude in any calculation floorplan facility advances or non-interest bearing obligations or other non-interest inventory financing facility advances or non-interest bearing obligations), but shall include all Revolving Loans under the ABL Facility. In addition all monetary baskets or thresholds (regardless of whether any such exception, threshold or “basket” specified herein refers to a builder component) will include grower builders based on, at the option of the Borrower as determined prior to the launch of general syndication of the First Lien Facilities, a percentage of Consolidated EBITDA (as defined below) of the Borrower and its Restricted Subsidiaries, set at a level at least equal to the initial monetary amount of each such basket or threshold (which level shall be rounded up to the nearest 1.0% interval). It is understood and agreed that to the extent any representations and warranty relating to the Company and/or any of its subsidiaries is made on, or as of, the Closing Date (or prior thereto) and is qualified by or subject to “Material Adverse Effect”, the definition thereof will be “Material Adverse Effect” as defined in the Acquisition Agreement as it applies to such representation and warranty.

The “Sponsor Model” means the Sponsor’s model previously provided to the ABL Lead Arranger on October 15, 2018.

“Consolidated EBITDA” shall be defined in a manner consistent with the Documentation Principles and shall include, without limitation and duplication, the following addbacks (which in certain agreed instances may be added as adjustments to consolidated net income instead of Consolidated EBITDA):

a)  pro forma “run rate” cost savings, operating expense reductions, restructuring charges and synergies related to operational efficiencies, strategic and cost

saving initiatives, purchasing improvements, acquisitions, divestitures, other specified transactions, restructurings and other initiatives and actions, in each case, related to the Transactions and reasonably expected by the Borrower and its Restricted Subsidiaries to be realized based upon actions that have been taken, or are expected to be taken (limited solely in the case of any calculation of Fixed Charge Coverage Ratio to those expected to be taken within 24 months), as of the date of such calculation, which cost savings, operating expense reductions, restructuring charges and synergies are factually supportable and reasonably identifiable in the good faith determination of the Borrower, as certified in writing by a financial officer of the Borrower or Holdings;

b)  pro forma “run rate” cost savings, operating expense reductions, restructuring charges and synergies related to operational efficiencies, strategic initiatives and cost saving initiatives, purchasing improvements, acquisitions, divestitures, other specified transactions, restructurings, and other initiatives and actions, in each case, reasonably expected by the Borrower and its Restricted Subsidiaries to be realized based upon actions that have been taken, or are expected to be taken (limited solely in the case of any calculation of Fixed Charge Coverage Ratio to those expected to be taken within 24 months), as of the date of such calculation, which cost savings, operating expense reductions, restructuring charges and synergies are factually supportable and reasonably identifiable in the good faith determination of the Borrower, as certified in writing by a financial officer of the Borrower or Holdings;

c)  any loss, charge, expense, cost, accrual or reserve of any kind (a) attributable to the planning, undertaking and/or implementation of cost savings or strategic initiatives, business optimization, cost rationalization programs, operating expense reductions and/or other initiatives, actions or synergies (including, without limitation, in connection with any integration, restructuring or transition), (b)

relating to the closure or consolidation of any facility and/or discontinued operations (including but not limited to severance, rent termination costs, moving costs and legal costs), any systems implementation, any expansion and /or relocation or any entry into a new market, or (c) relating to any severance, any signing, retention or completion bonus, or any modification to any pension and post-retirement employee benefit plan; and

d)  adjustments and add-backs (which add-backs and adjustments shall not, for the avoidance of doubt, be limited to the time periods in respect of which such add-backs and adjustments were reflected therein) reflected in the Sponsor Model.

Notwithstanding the above, Consolidated EBITDA for each of the four fiscal quarters most recently ended prior to the date hereof shall be deemed to be, in each case, $49.0 million, subject to pro forma adjustments for transactions occurring after the Closing Date (or, if not disclosed prior to the date hereof, transactions occurring after the date hereof and on or prior to the Closing Date (other than the Transactions)).

Borrowing”). In addition, Letters of Credit may be issued on the Closing Date to backstop or replace letters of credit outstanding on the Closing Date (including by “grandfathering” such existing letters of credit into the ABL Facility) to the extent not cash collateralized as provided above under clause (c), and, up to an amount to be agreed, for other general corporate purposes.

The ABL Facility will be available, as set forth below under the heading “Borrowing Base” on a revolving basis until the date that is five years after the Closing Date (the “Revolving Termination Date”). The Revolving Commitments and the Revolving Loans will mature on the Revolving Termination Date; provided that the ABL Facility Documentation will permit individual Lenders to agree to extend the maturity date of their Revolving Commitments upon the request of the Borrower and without the consent of any other Lender (subject to terms and conditions no more restrictive than those set forth in the ABL Sponsor Precedent, including pro rata extension offers open to all Lenders but in any event not to be subject to “most favored nation” pricing or minimum extension condition).

each case, consistent with the Documentation Principles and is no less favorable to the Borrower than the “Borrowing Base” as determined under the Existing ABL Agreement. At all other times, availability under the ABL Facility, including the issuance or renewal of Letters of Credit and Swingline Loans, will be subject to a borrowing base formula (the “Borrowing Base”), equal to the sum of:

(i)90% of the Borrower’s Eligible Accounts at such time (net of Accounts Reserves); plus

(ii)subject to a cap of 30% of the Borrowing Base, 70% of the Borrower’s Eligible Unbilled Accounts (net of Unbilled Accounts Reserves); plus

(iii) 100% of Floorplan Financed Inventory that is Eligible Inventory; plus

(iv) 90% of Eligible Cisco VIP Rebates; plus

(v) (i) upon the Closing Date, subject to a cap to be agreed (but not less than 10% of the Borrowing Base), 45% of Eligible Inventory (net of Inventory Reserves) that is not Floorplan Financed Inventory and (ii) after the Closing Date, (x) subject to a cap to be agreed (but not less than 10% of the Borrowing Base), 45% of Eligible Inventory (net of Inventory Reserves) that is not Floorplan Financed Inventory, or (y) subject to a cap of 10% to be agreed (but not less than the Borrowing Base), at the Borrower’s option, which, once made, shall be irrevocable, the lesser of (i) 75% of Borrower’s Eligible Inventory (net of Inventory Reserves) that is not Floorplan Financed Inventory (valued at the lower of cost or market) and (ii) the product of 90% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the ABL Administrative Agent multiplied by the Borrower’s Eligible Inventory (net of Inventory Reserves) that is not Floorplan Financed Inventory (valued at cost); plus

(vii) Reserves (other than Accounts Reserves, Inventory Reserves and Unbilled Accounts Reserves) established by the collateral agent in its Reasonable Credit Judgement.

“Eligible Accounts”, “Eligible Unbilled Accounts”, “Unbilled Accounts Reserves”, “Floorplan Financed Inventory”, “Eligible Inventory”, “Eligible Cisco VIP Rebates”, “Net Orderly Liquidation Value”, “Inventory Reserves” and “Reserves” will be defined in a manner consistent with the Documentation Principles.

The establishment or increase of any reserve will be limited to the exercise by the ABL Administrative Agent of Reasonable Credit Judgment, upon at least three (3) business days’ prior written notice to the Borrower (which notice will include a reasonably detailed description of the reserve being established). During such three (3) business day period, the ABL Administrative Agent will, if requested, discuss any such reserve or change with the Borrower, and the Borrower may take such action as may be required so that the event, condition or matter that is the basis for such reserve or change no longer exists or exists in a manner that would result in the establishment of a lower reserve or result in a lesser change, in each case, in a manner and to the extent reasonably satisfactory to the ABL Administrative Agent. Notwithstanding anything to the contrary herein, (a) the amount of any such reserve or a change in such reserves will have a reasonable relationship to the event, condition or other matter that is the basis for such reserve or such change and (b) no reserves or changes will be duplicative of reserves or changes already accounted for through eligibility criteria (including collection/advance rates).

“Reasonable Credit Judgment” means the ABL Administrative Agent’s reasonable credit judgment (from the perspective of a secured asset-based lender) made in good faith in accordance with customary business practices for comparable asset based lending transactions, and as it relates to the establishment or adjustment of reserves or establishment or adjustment of any ineligibility shall require that (a) such establishment, adjustment or modification of any ineligibility or reserves be based on the analysis of facts or events first occurring or first discovered by the ABL Administrative Agent after the Closing Date that are materially different from the facts or events occurring or known to the ABL Administrative Agent on the Closing Date, unless the Borrower and the ABL Administrative Agent agree in writing, (b) the contributing factors to such establishment, adjustment or modification shall not duplicate (i) any other exclusionary criteria set forth in the definitions

of Eligible Accounts, Eligible Inventory and other “eligible” definitions as applicable (and vice versa), (ii) any reserves deducted in computing book value, (iii) any criteria or considerations taken into account in determining the Net Orderly Liquidation Value of inventory or (iv) any items taken into consideration in any appraisal, and (c) the amount of any such reserve or ineligibility criteria so established or the effect of any adjustment or modification thereto shall be a reasonable quantification (as reasonably determined by the ABL Administrative Agent) of the incremental dilution of the Borrowing Base attributable to such contributing factors.

“Qualified Cash” means the amount of unrestricted cash and cash equivalents of the Borrower and the domestic Guarantors at such time to the extent held in investment accounts, deposit accounts and other similar accounts, which from and after the 91st day after the Closing Date (or such later date as reasonably agreed by the ABL Administrative Agent) shall be held either (1) with the ABL Administrative Agent or (2) with another depositary, subject to a control agreement in favor of the ABL Administrative Agent and subject to the cash management/cash dominion provisions set forth below.

forma events in connection therewith (including any incurrence of indebtedness) have been consummated. The provisions of this paragraph are referred to herein as the “Limited Condition Provision”.

As used herein, “Limited Condition Transaction” means any acquisition or other investment by the Borrower or one or more of its restricted subsidiaries permitted pursuant to the ABL Facility Documentation whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

Upon the occurrence and during the continuance of a Specified Event of Default (as defined below), all overdue principal amounts will bear interest at the applicable interest rate plus 2.0% per annum, and overdue interest and fees shall bear interest at the interest rate applicable to ABR loans (as defined in Annex I to this Exhibit B) plus 2.0% and in each case, shall be payable on demand and shall begin to accrue from the date of such Specified Event of Default.

“Specified Event of Default” means (a) any payment Event of Default (with respect to any principal, interest or fees only) and (b) any bankruptcy Event of Default.

A portion of the ABL Facility not in excess of an amount to be agreed (but, in any event, not less than $50.0 million) will be available for the issuance of letters of credit (“Letters of Credit”) by the ABL Administrative Agent, sharing ratably in such Letters of Credit commitment (in such capacity, the “Issuing Lender”). No Letter of Credit will have an expiration date after the earlier of (a) one year after the date of issuance unless consented to by the Issuing Lender and (b) five business days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which will in no event extend beyond the date referred to in clause (b) above unless other provisions or arrangements reasonably satisfactory to the Issuing Lender thereof shall have been made). The face amount of any outstanding Letter of Credit (and, without duplication, any unpaid drawing in respect thereof) will reduce availability under the ABL Facility on a dollar-for-dollar basis.

Drawings under any Letter of Credit will be reimbursed by the Borrower (whether with its own funds or with the proceeds of Revolving Loans) in a manner to be agreed after notice of such drawing is received by the Borrower from the Issuing Lender with relevant cut off times to be agreed. To the extent that the Borrower does not so reimburse the Issuing Lender, or if requested by the Borrower in accordance with the terms of the ABL Facility Documentation, the Lenders under the ABL Facility will be irrevocably and unconditionally obligated to fund participations in the reimbursement obligations on a pro rata basis in accordance with their commitments under the ABL Facility.

If any Lender under the ABL Facility becomes a Defaulting Lender, then the Letter of Credit exposure of such Defaulting Lender will automatically be reallocated among the non-Defaulting Lenders pro rata in accordance with their commitments under the ABL Facility up to an amount such that the revolving credit exposure of each such non-Defaulting Lender does not exceed its commitment. In the event that such reallocation does not fully cover the Letter of Credit exposure of the applicable Defaulting Lender, the applicable Issuing Lender may require the Borrower to cash collateralize such “uncovered” exposure in respect of each outstanding Letter of Credit and will have no obligation to issue new Letters of Credit, or to extend, renew or amend existing Letters of Credit to the extent Letter of

Credit exposure would exceed the commitments of the non-Defaulting Lenders, unless such “uncovered” exposure is cash collateralized to the Issuing Lender’s reasonable satisfaction.

“Defaulting Lender” means any Lender whose acts or failure to act, whether directly or indirectly, constitutes a “Lender Default.”

“Lender Default” means (a) the refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender to make available its portion of any incurrence of Revolving Loans or reimbursement obligations, which refusal or failure is not cured within two business days after the date of such refusal or failure, unless such Lender notifies the ABL Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) the failure of any Lender to pay over to the ABL Administrative Agent, the Issuing Lender or any other Lender any other amount required to be paid by it hereunder within two business days of the date when due, (c) any Lender has notified the Borrower or the ABL Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations under the ABL Facility or under other similar agreements in which it commits to extend credit, (d) the failure of any Lender within three business days after request by the ABL Administrative Agent, to confirm that it will comply with its funding obligations under the ABL Facility (provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (d) upon receipt of such written confirmation by the ABL Administrative Agent and the Borrower), (e) any Lender or a direct or indirect parent company of such Lender becoming subject to a Bail-in Action (the definition of which is to be substantially consistent with, and in any event no less favorable to the Borrower than, the current LSTA model credit agreement provisions) or (f) the admission in writing by any Lender that it is insolvent or such Lender becoming subject to a Lender-Related Distress Event (as defined below).

A portion of the ABL Facility not in excess of the lesser of $25.0 million or 10% of the Revolving Commitments will be available for swingline loans (the “Swingline Loans”) on same-day notice from the ABL Administrative Agent (in such capacity, the “Swingline Lender”). Any Swingline Loans will reduce availability under the ABL Facility on a dollar-for-dollar basis (other than for purposes of calculating the Commitment Fee). Each Lender under the ABL Facility will be irrevocably and unconditionally required to purchase, under certain circumstances, a participation in each Swingline Loan on a pro rata basis.

If any Lender under the ABL Facility becomes a Defaulting Lender, then the swingline exposure of such Defaulting Lender will automatically be reallocated among the non-Defaulting Lenders pro rata in accordance with their commitments under the ABL Facility up to an amount such that the revolving credit exposure of each non-Defaulting Lender does not exceed its respective Revolving Commitment. In the event such reallocation does not fully cover the exposure of such Defaulting Lender, the Borrower will repay such “uncovered” exposure in respect of the Swingline Loans and the Swingline Lender will have no obligation to make new Swingline Loans to the extent such Swingline Loans would exceed the commitments of the non-Defaulting Lenders.

governmental or regulatory consent, approval, license or authorization to provide a Guarantee unless such consent, approval, license or authorization has been received, (c) (i) any controlled foreign corporation within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder (a “CFC”) and any foreign subsidiary, (ii) any direct or indirect subsidiary of a direct or indirect foreign subsidiary of the Borrower, (iii) any domestic subsidiary if substantially all of its assets consist of equity (or equity and indebtedness) of one or more CFCs and (iv) any subsidiary that is treated as a disregarded entity or partnership for U.S. federal income tax purposes the assets of which consist of equity (or equity and indebtedness) of one or more CFCs (each entity described in this clause (c), an “Excluded Tax Subsidiary”), (d) special purpose entities, if any, in connection with permitted securitization facilities, (e) not-for-profit subsidiaries, if any, (f) captive insurance companies, if any, (g) any subsidiary for which the provision of a Guarantee would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the ABL Administrative Agent, (h) any acquired Restricted Subsidiary, the purchase of which is financed with indebtedness permitted to be incurred pursuant to the ABL Facility Documentation as assumed indebtedness and any Restricted Subsidiary thereof that guarantees such indebtedness, in each case to the extent such indebtedness prohibits or therein prevents such Restricted Subsidiary from becoming a Guarantor and such prohibition or prevention was not entered into in contemplation of such acquisition or (i) other exceptions consistent with the Documentation Principles or as may otherwise be agreed.

Notwithstanding the foregoing, Restricted Subsidiaries may be excluded from the guarantee requirements in circumstances where the Borrower reasonably determines in consultation with the ABL Administrative Agent that any of the cost, difficulty, burden or consequences of providing such a Guarantee is excessive in relation to the value afforded thereby.

“Immaterial Subsidiary” means any wholly-owned Restricted Subsidiary that (i) did not, as of the last day of the fiscal quarter of the Company most recently ended for which financial statements are available, have an EBITDA (calculated on the same basis as Consolidated

Subject to the limitations set forth below and subject to the Certain Funds Provisions, all obligations of the Borrower and the Guarantors in respect of the ABL Facility and all obligations with respect to the Hedging/Cash Management Arrangements will be secured by a first priority security interest (subject to permitted liens) on accounts receivable, inventory, rights to any price protection payments, rebates, discounts, credits, factory holdbacks, incentive payments and other amounts due from a floorplan approved vendor, deposit accounts, securities accounts, commodities accounts, and cash and cash equivalents, general intangibles (other than intellectual property and equity interests), and related chattel paper, instruments, documents, commercial tort claims, letter of credit rights, supporting obligations and certain other assets related to the foregoing and other assets included in “ABL Priority Collateral” consistent with the Documentation Principles that are owned by the Borrower or the Guarantors, but not including capital stock of the Borrower and its subsidiaries (other than Excluded Assets (as defined below)) (“Current Asset Collateral”).

The First Lien Facilities will be secured by a second priority security interest and the Second Lien Facility will be secured by a third priority security interest (in each case subject to permitted liens) in each case in the Current Asset Collateral.

Subject to the limitations set forth below and subject to the Certain Funds Provisions, all obligations of the Borrower and the Guarantors in respect of the ABL Facility and all obligations with respect to the Hedging/Cash Management Arrangements will be secured

by a third priority security interest (subject to permitted liens, including a first priority security interest securing the First Lien Facilities) in substantially all assets of the Loan Parties other than the Current Asset Collateral (including, without limitation, a pledge of 100% of the capital stock of the Borrower and a pledge of the capital stock of each Loan Party’s direct wholly-owned restricted subsidiaries, but limited, in the case of voting capital stock of any Excluded Tax Subsidiary, to a pledge of 65% of the voting capital stock of any first tier Excluded Tax Subsidiary (other than Immaterial Subsidiaries) (other than Excluded Assets (as defined below)) (the “Fixed Asset Collateral” and, collectively with the Current Asset Collateral, the “Collateral”).

The First Lien Facilities will have a first priority security interest (subject to permitted liens) in the Fixed Asset Collateral.

Notwithstanding anything to the contrary, the Collateral will exclude the following: (a) all leasehold real property interests, (b) all fee-owned real property interests (i) not subject to a mortgage on the date hereof under the existing first lien credit agreement, (ii) which the Borrower acting in good faith has determined that it intends to dispose of pursuant to a sale and leaseback transaction within 24 months of such determination, (iii) located outside the United States or (iv) with a fair market value, on a per property basis (as determined by the Borrower in good faith) determined on the Closing Date or, if acquired after the Closing Date, at the time of acquisition thereof of less than $10.0 million, (c) interests in non-wholly owned partnerships, non-wholly owned joint ventures and non-wholly owned subsidiaries which cannot be pledged without the consent of one or more unaffiliated third parties or not permitted by the terms of such person’s organizational or joint venture documents (so long as such prohibition did not arise as part of the acquisition or formation thereof or in anticipation of the Facilities) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (d) the capital stock of Immaterial Subsidiaries (except to the extent the security interest therein can be perfected by the filing of a Form UCC-1 financing statement), captive insurance subsidiaries, not-for-profit subsidiaries, special purpose entities used for securitization facilities and Unrestricted

Subsidiaries, (e) margin stock, (f) security interests to the extent the same would result in materially adverse tax, accounting or regulatory consequences, in each case, as reasonably determined by the Borrower in consultation with the ABL Administrative Agent, (g) any property and assets the pledge of which would require governmental consent, approval, license or authorization which has not been obtained, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (h) any governmental licenses or state or local franchises, charters and authorizations which are not permitted to be pledged under applicable law, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, (i) any “intent-to-use” trademark applications or “intent-to-use” service mark applications, to the extent that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the applicable grantor’s right, title or interest therein or any trademark or service mark issued as a result of such application under applicable federal law and any other intellectual property in any jurisdiction where such pledge or security interest would cause the invalidation or abandonment of such intellectual property under applicable law, (j) Trust Funds (as defined below) and any accounts or trusts used solely to hold such Trust Funds, (k) any assets owned by a Restricted Subsidiary that is not a Loan Party, (l) any asset of a subsidiary acquired by Holdings or any Restricted Subsidiary that, at the time of the relevant acquisition, is encumbered to secure assumed indebtedness permitted by the Facilities Documentation to the extent (and for so long as) the documentation governing the applicable assumed indebtedness prohibits such asset from being pledged to secure the Facilities and the relevant prohibition was not implemented in contemplation of the applicable acquisition and (m) other exceptions consistent with the Documentation Principles or as may be otherwise agreed (collectively, the “Excluded Assets”).

Notwithstanding anything to the contrary contained herein, (a) neither the Borrower nor the Guarantors will be required to grant a security interest in any asset or perfect a security interest in any Collateral to the extent (i) the cost, burden, difficulty or consequence of obtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby as reasonably determined by the Borrower in its reasonable judgment in

notes to the extent otherwise required above and other than as described below under “Cash Dominion” (it being understood and agreed that perfection by control will not be required with respect to cash and cash equivalents, other deposit accounts and securities and commodities accounts (including securities entitlements and related assets) in amounts below thresholds to be agreed between the Borrower and the ABL Administrative Agent)); (ii) vehicles and any other assets subject to certificates of title; (iii) commercial tort claims; and (iv) letter of credit rights to the extent not perfected as supporting obligations by the filing of a UCC financing statement on the primary collateral.

Liens on assets that are transferred to a Person that is not (and is not required to be) a Loan Party in a transaction permitted by the ABL Facility Documentation and liens on Excluded Assets shall be automatically released. Subject to a receipt of an officer’s certificate of the Borrower, the ABL Administrative Agent shall execute such acknowledgments and releases as the Borrower may request in connection with any such release, and the ABL Administrative Agent shall be entitled to (and shall) rely exclusively on an officer’s certificate of the Borrower when executing any such acknowledgment or release.

In addition, if not otherwise provided for in the then existing intercreditor agreements, the ABL Facility Documentation will authorize and require the ABL Administrative Agent to enter into any Acceptable Intercreditor Agreement (as defined in Exhibit C) upon the request of the Borrower in connection with the incurrence of additional debt that is permitted to be incurred and secured under the ABL Facility Documentation such that it is secured by a lien on the Collateral that is pari passu or junior with the lien on the Collateral securing the ABL Facility or the First Lien Facilities.

“Trust Funds” means, to the extent segregated from other assets of the Loan Parties in a segregated account that contains amounts comprised solely and exclusively of such Trust Funds, cash, cash equivalents or other assets comprised solely of (a) funds used for payroll and payroll taxes and other employee benefit payments to or for the benefit of such Loan Party’s employees, (b) all taxes required to be collected, remitted or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share

Limited to when (a) the sum of (i) the then aggregate principal amounts of Revolving Loans outstanding under the ABL Facility (including Swingline Loans and floorplan advances, if applicable), (ii) unreimbursed drawings of Letters of Credit and (iii) the undrawn face amount of outstanding Letters of Credit, exceeds (b) the Line Cap (as defined below). Such excess will be prepaid and/or Letters of Credit cash collateralized, as applicable, on the business day on which such excess first arises.

In addition, during any Cash Dominion Period, at the direction of the Required Lenders, the Borrower will prepay Revolving Loans (with no reduction in commitments) or cash collateralize Letters of Credit with 100% of all net cash proceeds from sales of Collateral included in the Borrowing Base.

Any amounts prepaid pursuant to this section will be applied first, to ABR loans, second, to Adjusted LIBOR loans, and third, to the cash collateralization of Letters of Credit at 103% of the face amount of such Letters of Credit.

The making of each extension of credit under the ABL Facility after the Closing Date will be conditioned upon (a) delivery of a customary borrowing notice, (b) the accuracy of representations and warranties in all material respects; provided that any representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein), (c) the absence of Defaults or Events of Default at the time of, or after giving effect to the making of, such extension of credit and (d) after giving effect to such extension of credit (including the issuance, extension or modification of any Letter of Credit), the sum of, without duplication, the then aggregate outstanding principal amount of Revolving Loans (including Swingline Loans and floorplan advances), unreimbursed drawings under Letters of Credit and the face amount of undrawn amount of outstanding Letters of Credit does not exceed the Line Cap.

Notwithstanding the foregoing, the ABL Facility will permit the ABL Administrative Agent to make limited protective advances (the definition of which is to be mutually agreed) on terms consistent with the Documentation Principles.

the ordinary course of business)) to be transferred on each business day to, or otherwise maintained in, accounts subject to account control agreements (providing “springing control”) in favor of the ABL Administrative Agent and (ii) account control agreements (providing “springing control”) in favor of the ABL Administrative Agent will be required in respect of material deposit accounts to be mutually agreed (which will include all cash concentration accounts) of the Borrower and the Guarantors (“Required Deposit Accounts”). During a Cash Dominion Period and after delivery of a written notice to the Borrower from the ABL Administrative Agent, amounts in controlled deposit accounts will be swept into the ABL Administrative Agent’s account (over which it shall have “springing control”) to be applied by the ABL Administrative Agent to repay outstanding Revolving Loans, including Swingline Loans and floorplan advances, unreimbursed Letter of Credit drawings and to cash collateralize outstanding Letters of Credit; provided that amounts will be applied first, to ABR loans, second, to Adjusted LIBOR loans, and third, to the cash collateralization of Letters of Credit.

“Cash Dominion Period” means the occurrence of, and will exist during the continuation of a Liquidity Condition or during the continuance of any Event of Default.

“Liquidity Condition” means and will exist during the period from (a) the date Excess Availability shall have been less than the greater of (i) $10.0 million and (ii) 10.0% of the Line Cap then in effect, in either case, for five consecutive business days, to (b) the date Excess Availability shall have been at least equal to the greater of (i) $10.0 million and (ii) 10.0% of the Line Cap then in effect, in either case, for 20 consecutive business days.

“Line Cap” means, at any time, the lesser of (a) the aggregate amount of Revolving Commitments at such time and (b) the Borrowing Base then in effect.

“Excess Availability” means at any time (a) the Line Cap then in effect, plus (b) 100% of Qualified cash not to exceed for this purpose 25% of the Borrowing Base, minus (c) the sum, without duplication, of (i) the then aggregate outstanding principal amount of Revolving Loans (including Swingline Loans and floorplan advances), (ii) unreimbursed drawings under Letters of Credit and (iii) the undrawn face amount of outstanding Letters of Credit.

compliance certificates; borrowing base and collateral reporting, annual budget reports in the form customarily prepared by the Borrower (with delivery time periods to be consistent with the delivery requirements for the audited financial statements); notices of knowledge of Defaults, ERISA events and litigation that could reasonably be expected to result in a Material Adverse Effect; cash management; maintenance of property (subject to casualty, condemnation and normal wear and tear) and customary insurance (but not, for the avoidance of doubt, flood insurance except to the extent required by applicable law); maintenance of existence; visitation rights upon reasonable prior notice; maintenance of books and records; payment of material taxes; compliance with laws and regulations (including ERISA and environmental); compliance with Anti-Corruption Laws and AML and Sanctions Laws; additional Guarantors and Collateral (subject to limitations set forth under the caption “Security”); use of proceeds; and further assurances on collateral matters.

“Restricted Subsidiary” means, a subsidiary of a Person that is not an “Unrestricted Subsidiary” (as defined below).

The Borrowing Base will be computed on a monthly basis pursuant to a borrowing base certificate (a “Borrowing Base Certificate”) to be delivered by the Borrower to the ABL Administrative Agent within fifteen business days after the end of each month (or, solely in the case of the first three calendar months for which a Borrowing Base Certificate is required to be delivered following the Closing Date, within 20 business days after the end of such month); provided that the Borrowing Base may be required to be computed weekly, with the Borrowing Base Certificate to be delivered by the following Friday after the end of each week (or if such Friday is not a Business Day, the next Business Day) as reasonably determined by the ABL Administrative Agent during the continuance of a Liquidity Condition.

The ABL Administrative Agent will be able to conduct, at the sole cost and expense of the Borrower, one field examination and one inventory appraisal per 12-month period; provided that the ABL Administrative Agent will be able to conduct, at the sole cost and expense of the Borrower, up to two field examinations and two inventory appraisals per 12-month period from the date Excess Availability shall have been less than the greater of (x)

Limited to the following (capitalized terms used in this section should be defined in a manner consistent with the Document Principles, unless otherwise defined herein) and subject, in each case, to exceptions, qualifications, materiality thresholds and baskets consistent with the Documentation Principles, as set forth below, as set forth in the First Lien Facilities Documentation (including those set forth in the First Lien Facilities Term Sheet other than with respect to usage of the “Available Amount Builder Basket”) and as may otherwise be agreed upon:

•  Indebtedness. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, incur, create or assume any Indebtedness (excluding obligations under or in respect of Floorplan Advances and other inventory financing agreements).

•  Liens. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, create, incur or assume any Lien securing indebtedness on any of its property or assets.

•  Investments. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, make or hold any Investment; provided that Investments shall be permitted if both immediately before such Investment is made and immediately after giving effect thereto, the Payment Conditions are satisfied.

•  Sale and Leaseback Transactions. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, enter into any Sale and Lease-Back Transactions.

•  Mergers, Consolidations, Sales of Assets and Acquisitions. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, merge into, or consolidate or amalgamate with, any other person, or permit any other person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets, or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person; provided that (a) any asset disposition shall be permitted if both immediately before such disposition is made and immediately after giving effect thereto, the Payment Conditions are satisfied and (b) any such acquisition shall be permitted subject to conditions to be determined.

•  Restricted Payments. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, make any Restricted Payments; provided that (x) Restricted Payments constituting dividends or distributions on account of Borrowers’ or any Restricted Subsidiary’s equity interests shall be permitted if both immediately before such Restricted Payment is made and immediately after giving effect thereto, the Distribution Conditions are satisfied and (y) all other Restricted Payments shall be permitted if both immediately before such Restricted Payment is made and immediately after giving effect thereto, the Payment Conditions are satisfied.

The “Distribution Conditions” means (a) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (b) Excess Availability on the date of such proposed action would exceed the greater of (x) $15,000,000 and (y) 15.0% of the Line Cap then in effect on a pro forma basis, (c) the Fixed Charge Coverage Ratio (to be defined as mutually agreed in a manner consistent

with the Documentation Principles) would be at least 1.0 to 1.0 on a pro forma basis giving effect to the subject action; provided that compliance with the Fixed Charge Coverage Ratio will not be required if after giving effect to the taking of such action, Excess Availability on the date of such proposed action would exceed the greater of (x) $20,000,000 and (y) 20.0% of the Line Cap then in effect on a pro forma basis and (d) receipt by ABL Administrative Agent of an officer’s certificate certifying as to the calculations and satisfaction of the conditions set forth in foregoing clauses (a) through and including (c) above.

The “Payment Conditions” means (a) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (b) Excess Availability on the date of such proposed action would exceed the greater of (x) $12,500,000 and (y) 12.5% of the Line Cap then in effect on a pro forma basis, (c) the Fixed Charge Coverage Ratio (to be defined as mutually agreed in a manner consistent with the Documentation Principles) would be at least 1.0 to 1.0 on a pro forma basis giving effect to the subject action; provided that compliance with the Fixed Charge Coverage Ratio will not be required if after giving effect to the taking of such action, Excess Availability on the date of such proposed action would exceed the greater of (x) $15,000,000 million and (y) 15.0% of the Line Cap then in effect on a pro forma basis and (d) receipt by ABL Administrative Agent of an officer’s certificate certifying as to the calculations and satisfaction of the conditions set forth in foregoing clauses (a) through and including (c) above.

•  Transactions with Affiliates. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates in a transaction involving aggregate consideration in excess of an amount to be agreed, unless such transaction is (a) otherwise permitted (or required) under the ABL Facilities Documentation or (b) upon terms

no less favorable to the Borrower or its Restricted Subsidiaries, as applicable, than would be obtained in a comparable arm’s length transaction with a person that is not an Affiliate.

•  Business of Borrower and its Subsidiaries. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, engage at any time in any business or business activity other than any business or business activity conducted by the Borrower or any of its Restricted Subsidiaries on the Closing Date and any similar, corollary, related, ancillary, incidental or complementary business or business activities or a reasonable extension, development or expansion thereof or ancillary thereto.

•  Limitation on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By Laws and Certain Other Agreements; etc. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, (a) amend or modify in any manner materially adverse to the Lenders the articles or certificate of incorporation (or similar document), by-laws, limited liability company operating agreement, partnership agreement or other organizational documents of the Borrower or any of its Restricted Subsidiaries, (b) make any cash payment or other distribution in cash or otherwise (rather than regularly scheduled interest, regularly scheduled or mandatory payments of principal and principal payments on maturity) in respect of, or amend or modify, or permit the amendment or modification of, any provision of, any debt under the Second Lien Facility and any subordinated debt (“Junior Financing”) (it being agreed that exchange offers will be permitted on terms to be agreed), or (c) permit any subsidiary that is not an Immaterial Subsidiary (such subsidiary, a “Material Subsidiary”) to enter into any agreement or instrument that by its terms restricts (i) with respect to any such Material Subsidiary that is not a Loan Party, Restricted Payments from such

subsidiary to the Borrower or any other Loan Party that is a direct or indirect parent of such Material Subsidiary or (ii) the granting of Liens by such Subsidiary pursuant to the Security Documents, in each case contemplated by clauses (a)-(c); provided that any cash payment or distribution in cash in respect of any Junior Financing shall be permitted when the Payment Conditions are satisfied.

•  Holdings. Holdings will not, conduct, transact or otherwise engage in any active trade or business or operations other than through the Borrower; provided that the foregoing will not prohibit Holdings from taking actions related to the following (and activities incidental thereto): (i) its ownership of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the ABL Facility, the First Lien Facilities, the Second Lien Facility other Indebtedness of Holdings, the Borrower or any of its subsidiaries, the Acquisition Agreement and the other agreements contemplated by the Acquisition Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests (including Qualified Equity Interests), (v) the making of Restricted Payments, (vi) the incurrence of Permitted Holdings Debt, (vii) making contributions to the capital of its Subsidiaries, (viii) guaranteeing the obligations of the Borrower and its Subsidiaries, (ix) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group, (x) holding any cash or certain property (including cash and certain property received in connection with Restricted Payments made by the Borrower), (xi) providing indemnification to officers and directors, (xii) the making of any Investments and (xiii) activities incidental to the businesses or activities described above.

last day of the most recent period of four consecutive fiscal quarters for which Required Financial Statements have been furnished to the ABL Administrative Agent (or were required to be furnished) at the time of occurrence of such Covenant Trigger Event and as of the last day of each subsequent four fiscal quarter period ending during the continuance of such Covenant Trigger Event (the “Financial Maintenance Covenant”).

A “Covenant Trigger Event” will occur immediately at any time that Excess Availability is less than the greater of (a) $10.0 million and (b) 10.0% of the Line Cap then in effect for 5 consecutive business days. Once commenced, a Covenant Trigger Event will be deemed to be continuing until such time as Excess Availability equals or exceeds the greater of (i) $10.0 million and (ii) 10.0% of the Line Cap then in effect for 20 consecutive business days.

For purposes of determining compliance with the Financial Maintenance Covenant, Holdings will have the right until the expiration of the tenth (10^th) business day subsequent to the date financial statements are required to be delivered or actually delivered for such fiscal quarter (the “Curative Period”) to issue equity interests (other than in respect of disqualified equity) (or if later, fifteen business days after the commencement of a Covenant Trigger Event)) for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”) and, upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise of such Cure Right, the Financial Maintenance Covenant will be recalculated giving effect to a pro forma adjustment by which Consolidated EBITDA will be increased with respect to such applicable fiscal quarter and any four-quarter period that includes such quarter. In each four fiscal quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised and the Cure Right may not be exercised more than five times during the term of the ABL Facility. The Cure Amount cannot exceed the amount necessary to cure the applicable Default of the Financial Maintenance Covenant and such equity issuances will be disregarded for purposes of determining pricing levels, ratio-based conditions or any covenant baskets. If, after giving effect to the foregoing adjustments, the Borrower is then in compliance with the requirements of the Financial Maintenance Covenant, the Borrower will be deemed to have satisfied

the requirements of the Financial Maintenance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach of the Financial Maintenance Covenant and any related Default that had occurred will be deemed cured.

Notwithstanding the foregoing, during the Curative Period, the ABL Administrative Agent and the Lenders shall have no obligation to make Revolving Loans (including Swingline Loans and floorplan advances).

Consents of the Borrower and the ABL Administrative Agent are required for each assignment, which consents shall not be unreasonably withheld, delayed or conditioned, except that (i) the Borrower’s consent will not be required during a payment or bankruptcy (with respect to the Borrower) Event of Default or in the case of an assignment to a Lender, an affiliate of a Lender, or a related fund and (ii) the Borrower will be deemed to have consented to an assignment if it has not responded within 10 business days after having received written notice thereof from the ABL Administrative Agent. The ABL Administrative Agent’s consent will not be required in the case of an assignment under the ABL Facility to a Lender with an ABL Facility commitment, an affiliate of such Lender, or a related fund with respect to such Lender. Consent of the Issuing Lender and Swingline Lender (such consent not to be unreasonably withheld, delayed or conditioned) will be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit or Swingline Loans, as applicable (whether or not then outstanding). A $3,500 assignment fee will be payable to the ABL Administrative Agent by the assignee or assignor lender for each assignment other than any assignment by a Lender to a related fund.

The Lenders will be permitted to sell participations in loans and commitments without restriction in accordance with applicable law. Voting rights of participants shall be limited to matters set forth under “Voting” below with respect to which the unanimous vote of all Lenders (or all directly and adversely affected Lenders, if the participant is directly and adversely affected) would be required.

Notwithstanding the foregoing, no assignments or (to the extent that the Lenders shall have been made available a list of the Disqualified Institutions prior to the execution of such participation right) participations may be made to Disqualified Institutions or any other entity or person that is not an eligible assignee (the definition of which is to be mutually agreed upon).

Notwithstanding anything in the ABL Facility Documentation to the contrary, the ABL Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions thereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the ABL Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to

provisions, (iv) the consent of 100% of the Lenders will be required with respect to any subordination of the liens of ABL Administrative Agent on a material portion of the Collateral (other than with respect to certain permitted liens) or subordination of the payment of the obligations in respect of the ABL Facility (other than as contemplated under the ABL Facility), in each case other than transactions permitted under the ABL Facility Documentation, (v) the consent of the Supermajority Lenders will be required with respect to any change in advance rates, eligibility criteria, eligible asset classes, reserves or sublimits or other changes, in each case, which have the effect of increasing availability under the Borrowing Base (other than changes in reserves implemented by the ABL Administrative Agent in its Reasonable Credit Judgments) and (vi) any amendment or waiver that by its terms affects the rights or duties of Lenders holding loans or commitments of a particular class (but not the Lenders holding loans or commitments of any other class) will require only the requisite percentage in interest of the affected class of Lenders that would be required to consent thereto if such class of Lenders were the only class of Lenders.

“Required Lenders” means those non-defaulting Lenders who collectively hold more than 50% of the total commitments or exposure under the ABL Facility.

“Supermajority Lenders” means those non-defaulting Lenders holding more than 66 2/3% of total commitments or exposure under the ABL Facility.

Defaulting Lenders will not be included in the calculation of Required Lenders or other requisite Lenders; provided that, subject to the Borrower’s right to replace Defaulting Lenders described below, Defaulting Lenders will be included therein with respect to (x) any amendment that would disproportionately affect the obligation of the Borrower to make payments to Defaulting Lenders as compared to other Lenders holding the same class of loans or commitments and (y) any amendment relating to (a) increases in the commitment of such Defaulting Lender, (b) reductions of principal, interest, fees or premium applicable to the loans or commitments of such Defaulting Lender, (c) extensions of final maturity or the due date of any amortization, interest, fee or premium payment applicable to the loans or commitments of such Defaulting Lender, (d) certain collateral issues requiring the approval of all Lenders and (e) the definition of Required Lenders.

The ABL Facility Documentation will contain customary provisions for replacing Defaulting Lenders (the definition of which is to be substantially consistent with, and in any event no less favorable to the Borrower than, the current LSTA model credit agreement provisions), replacing Lenders claiming increased costs, tax gross ups and similar required indemnity payments and replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of 50% of the aggregate amount of the loans and commitments under the ABL Facility or of all Lenders directly affected thereby so long as Lenders holding at least 50% of the aggregate amount of the loans and commitments under the ABL Facility will have consented thereto.

The ABL Facility Documentation will contain customary “amend and extend” provisions pursuant to which the Borrower may extend commitments and/or outstandings with only the consent of the respective extending Lenders; provided that it is understood that no existing Lender will have any obligation to commit to any such extension.

Interest Rates:

Initially, the interest rates under the ABL Facility will be as follows:

At the option of the Borrower, Adjusted LIBOR plus the Applicable Margin or ABR plus the Applicable Margin.

“Applicable Margin” means, initially, 50 basis points in the case of ABR loans and 150 basis points in the case of Adjusted LIBOR loans. Following delivery of financial statements for the first full fiscal quarter after the Closing Date, the Applicable Margin with respect to the Revolving Loans and Swingline Loans will be subject to the pricing grid set forth below.

The Borrower may elect interest periods of one, two, three or six months (or, if agreed by all relevant Lenders, 12 months or a shorter period) for Adjusted LIBOR borrowings or such other periods as agreed to by the ABL Administrative Agent to facilitate the alignment of interest payments with other borrowings under the ABL Facility or the end of a fiscal or calendar period.

Interest on any Revolving Loan and all fees will be payable in arrears on the basis of a 360-day year (calculated on the basis of the actual number of days elapsed); provided that interest on ABR loans, when based on the prime rate, will be payable in arrears on the basis of a 365-day year (or a 366-day year in a leap year), in each case, calculated on the basis of the actual number of days elapsed. Interest will be payable on Adjusted LIBOR loans on the last day of the applicable interest period (and at the end of each three months, in the case of interest periods longer than three months) and upon prepayment, and on ABR loans quarterly and upon prepayment.

“Adjusted LIBOR” means LIBOR, adjusted for statutory reserve requirements.

“LIBOR” means, with respect to the interest period requested, the rate per annum for deposits in U.S. Dollars for the relevant interest period as reported on the LIBOR01 Page as of 11:00 a.m. (London, England time) two business days prior to the first day of the interest period; provided, however, if LIBOR is less than zero per the above, then LIBOR shall be zero.

Notwithstanding the foregoing, the definitions of “Adjusted LIBOR” and “LIBOR”, and any related definitions, shall reflect the Documentation Principles; provided that there shall be no floor above zero.

“ABR” means the Alternate Base Rate, which will be the highest of (i) the prime commercial lending rate published by The Wall Street Journal as the “prime rate,” (ii) the Federal Funds Effective Rate plus 1/2 of 1.0% and (iii) the LIBOR Quoted Rate plus 1.0% per annum.

“LIBOR Quoted Rate” means, for any day, Adjusted LIBOR for an interest period of one month as reported on the LIBOR01 Page as of 11:00 a.m. (London, England time) on such day; provided, however, if the LIBOR Quoted Rate is less than zero, the LIBOR Quoted Rate shall be zero.

Notwithstanding the foregoing, the definitions of “ABR” and “LIBOR Quoted Rate”, and any related definitions, shall reflect the Documentation Principles; provided that there shall be no floor above zero.

(i) Initially, Acquisition Sub (the “Initial Borrower”), all of the outstanding equity interests of which are owned by Holdings (as defined below) and (ii) immediately after giving effect to the Transactions, the Company (the “Borrower”).

The Borrower and the Guarantors are collectively referred to as “Loan Parties.” As used herein, “Holdings” is a reference to the immediate parent company of the Borrower (after giving effect to the Transactions)

All capitalized terms used but not defined herein have the meanings assigned to them in the Commitment Letter to which this Exhibit C is attached, including the other Exhibits thereto. In the event any such capitalized term is subject to multiple or differing definitions, the appropriate meaning thereof in this Exhibit C will be determined by reference to the context in which it is used. In the event that any such capitalized term used in this Exhibit C is not defined in this Exhibit C or otherwise in the Commitment Letter, such term as used in this Exhibit C shall have meanings no less favorable than the meanings of such term or similar term in the Bank Sponsor Precedent as modified by the Documentation Principles.

(A) Senior secured first lien term loan facility (the “Initial First Lien Facility”) in an aggregate principal amount of $925.0 million (the loans thereunder, the “Initial Term Loans”) on the terms and conditions set forth herein (as such amount may, at the option of the Borrower, be increased to fund any “OID,” upfront fees or similar amounts in respect of the First Lien Facilities in connection with the Flex Provisions (as defined in the Term Fee Letter)); provided that (i) if the acquisition identified by you to the Lead Arrangers (party to the Commitment Letter on the date hereof) on or prior to the date of the Commitment Letter which could potentially close before the Closing Date (the “Specified Acquisition”) does not close on or prior to the Closing Date and clause (ii) below does not apply the aggregate amount of commitments under the Initial First Lien Facility shall be reduced by $85.0 million (the “Initial Term Loan Reduction”) and (ii) if the Specified Acquisition does not close on or prior to the Closing Date but on or prior to the Closing Date the Company or any of its Restricted Subsidiaries shall have entered into an acquisition agreement or other binding arrangement in respect of the Specified Acquisition and the Initial Borrower reasonably believes that the Specified Acquisition will close on or prior to the 90^th day occurring after the Closing Date, the Initial Borrower may elect on the Closing Date to incur the Initial Term Loans that would otherwise be subject to the Initial Term Loan Reduction provided that if the Specified Acquisition does not close on or prior to the 90^th day occurring after the Closing Date, on the business day immediately following the 90^th day occurring after the Closing Date the Borrower shall prepay Initial Term Loans (at par, not subject to any premium) in an aggregate principal amount equal to $115.0 million.

(B) Senior secured delayed draw term loan facility (the “Delayed Draw Term Loan Facility” and, together with the Initial First Lien Facility, each a “First Lien Facility” and collectively the “First Lien Facilities”) in an aggregate principal amount of $75.0 million (the loans thereunder, the “Delayed Draw Term Loans” and together with the Initial Term Loans, the “Term Loans”) on the terms and conditions set forth herein. The Delayed Draw Term Loans shall be available in U.S. Dollars.

calculation floorplan facility advances or obligations or other inventory financing facility advances or obligations) (other than Revolving Loans) under the ABL Facility. In addition all monetary baskets or thresholds (regardless of whether any such exception, threshold or “basket” specified herein refers to a builder component) will include grower builders based on, at the option of the Borrower as determined prior to the launch of general syndication of the First Lien Facilities, a percentage of consolidated total assets or Consolidated EBITDA (as defined below) of the Borrower and its Restricted Subsidiaries, set at a level at least equal to the initial monetary amount of each such basket or threshold (which level shall be rounded up to the nearest 1.0% interval). It is understood and agreed that to the extent any representations and warranty relating to the Company and/or any of its subsidiaries is made on, or as of, the Closing Date (or prior thereto) and is qualified by or subject to “Material Adverse Effect”, the definition thereof will be “Material Adverse Effect” as defined in the Acquisition Agreement as it applies to such representation and warranty.

The “Sponsor Model” means the Sponsor’s model previously provided to the Term Loan Lead Arranger on October 15, 2018.

(A) The Initial Term Loans will be made in a single drawing on the Closing Date. Repayments and prepayments of the Initial Term Loans may not be reborrowed.

(B) The Delayed Draw Term Loan Facility will be available on or after the Closing Date until the day following the date that is 6 months after the Closing Date (the “Delayed Draw Commitment Expiration Date”), subject to the Delayed Draw Terms and Conditions (as defined below). Repayments and prepayments of the Delayed Draw Term Loans may not be reborrowed.

The “Delayed Draw Terms and Conditions” shall mean:

(i)  the Delayed Draw Term Loan Facility may be funded at any time before the applicable Delayed Draw Term Loan Commitment Expiration Date;

(iii)   amortization of all of the outstanding loans advanced under the Delayed Draw Term Loan Facility will commence on the last day of the first full calendar quarter after the initial borrowing thereunder and the percentage of the then-outstanding principal

       balance of the Delayed Draw Term Loans that will amortize will be the same percentage as for the Initial Term Loans on the Closing Date (with appropriate adjustments as may be necessary to cause the Delayed Draw Term Loans and to be treated as the same class as loans under the Initial First Lien Facility and to permit “fungibility” with the Initial First Lien Facility);

(iv) pricing and maturity for the outstanding principal amount of the Delayed Draw Term Loans shall be the same as for the Initial Term Loans;

(v)   subject to the Limited Condition Provision, no Specified Event of Default under the First Lien Facilities shall have occurred and be continuing or would exist immediately after giving effect thereto on the date of such incurrence;

(vi) subject to the Limited Condition Provision, the representations and warranties in the First Lien Facilities Documentation shall be true and correct in all material respects on and as of the date of the incurrence of any Delayed Draw Term Loan (although any representations and warranties which expressly relate to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be);

(vii)  the Available Incremental Facility Amount (as defined below, but without aggregating amounts under clauses (b)(ii) or (b)(iii) of such definition) on the date of any incurrence of any Delayed Draw Term Loans (subject to the Limited Condition Provision) is not less than the principal amount of such Delayed Draw Term Loans to be incurred on such date); and

(vii)  the minimum amount of any borrowing of Delayed Draw Term Loans and frequency of borrowings under the Delayed Draw Term Loan Facility to be determined in amounts and frequency to be agreed.

At any time and from time to time upon notice to the Administrative Agent, the Borrower may elect to reduce or terminate the Lenders’ commitments under the Delayed Draw Term Loan Facility without fees or penalties.

Debt to be secured on a junior basis to the First Lien Facilities, the amount that would result in the Secured Net Leverage Ratio (as defined below), calculated on a pro forma basis, after giving effect to any acquisition or other transaction consummated in connection therewith, not exceeding the greater of (x) 6.50:1.00 and (y) if such debt is incurred to finance a Permitted Acquisition or other permitted investment, the Secured Net Leverage Ratio immediately prior to the incurrence of such debt and (iii) in the case of any unsecured Incremental Facility or unsecured Incremental Equivalent Debt, either (I) the amount that would result in the Total Net Leverage Ratio (as defined below), calculated on a pro forma basis, after giving effect to any acquisition or other transaction consummated in connection therewith, not exceeding the greater of (x) 6.50:1.00 and (y) if such debt is incurred to finance a Permitted Acquisition or other permitted investment, the Total Net Leverage Ratio immediately prior to the incurrence of such debt, or (II) the amount that would result in the Cash Interest Coverage Ratio (to be defined) calculated on a pro forma basis, after giving effect to any acquisition or other transaction consummated in connection therewith, being not less than the lesser of (x) 2.00:1.00 and (y) if such debt is incurred to finance a Permitted Acquisition or other permitted investment, the Cash Interest Coverage Ratio immediately prior to the incurrence of such debt (clause (b), the “Ratio Incremental Amount”; the sum of the amounts contemplated by clauses (a) and (b), the “Available Incremental Facility Amount”).

“First Lien Net Leverage Ratio” will be defined as the ratio of (i) Consolidated Total Debt of the Borrower and its Restricted Subsidiaries that are Loan Parties that is (x) secured by the Collateral or (y) constituting purchase money indebtedness or capital lease obligations, secured by the asset or assets subject thereto, in each case, on a first priority basis (including, for the avoidance of doubt, the ABL Facility) to (ii) trailing 4-quarter Consolidated EBITDA of the Borrower as of the last day of the most recently ended test period for which financial statements are internally available.

“Secured Net Leverage Ratio” will be defined as the ratio of (i) Consolidated Total Debt of the Borrower and its Restricted Subsidiaries that are Loan Parties that is (x) secured by the Collateral or (y) consisting of purchase money indebtedness or capital lease obligations, secured by the asset or assets subject thereto to (ii) trailing 4-quarter Consolidated EBITDA of the Borrower as of the last day of the most recently ended test period for which financial statements are internally available.

“Total Net Leverage Ratio” will be defined as the ratio of (i) Consolidated Total Debt to (ii) trailing 4-quarter Consolidated EBITDA of the Borrower as of the last day of the most recently ended test period for which financial statements are internally available.

“Consolidated Total Debt”, on any date of determination, will be defined as:

(i) the amount of consolidated indebtedness for borrowed money, purchase money indebtedness capital lease obligations, drawn letters of credit that have not been reimbursed after two (2) business days of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended test period, as such amount may be adjusted to reflect the effect (as determined by the Borrower in good faith) of any hedge agreement or other derivative instrument entered into in respect of the currency exchange risk relating to such indebtedness, calculated on a mark-to-market basis; provided, that such amount shall exclude obligations under or in respect of the floorplan facility or other inventory financing agreements; minus

(ii) the amount of (x) unrestricted cash and cash equivalents of the Borrower and its Restricted Subsidiaries and (y) cash and cash equivalents of the Borrower and its Restricted Subsidiaries that are restricted in favor of the First Lien Facilities, the ABL Facility and/or the Second Lien Facility (which may also include cash and cash equivalents securing other indebtedness that is secured by a lien on the Collateral along with the First Lien Facilities, the ABL Facility and/or the Second Lien Facility) whether or not held in a pledged account (in each case, such unrestricted cash and restricted cash and cash equivalents to be determined in accordance with GAAP) (the amounts in clauses (x) and (y), collectively, “Unrestricted Cash”).

“Cash Interest Coverage Ratio” will be defined as the ratio of (i) trailing 4-quarter Consolidated EBITDA of the Borrower as of the last day of the most recently ended test period for which financial statements are internally available to (ii) Consolidated Cash Interest Expense for such period.

“Cash Consolidated Interest Expense” means the cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of the Borrower and the Restricted Subsidiaries with respect to all outstanding Indebtedness of the Borrower

and the Restricted Subsidiaries, including all cash commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net cash costs under hedging agreements, but excluding (i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest (including as a result of the effects of acquisition method accounting or pushdown accounting), (ii) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (iii) any one-time cash costs associated with breakage in respect of hedging agreements for interest rates, (iv) commissions, discounts, yield, make whole premium and other fees and charges (including any interest expense) incurred in connection with any Permitted Receivables Financing, (v) any “additional interest” owing pursuant to a registration rights agreement with respect to any securities, (vi) any payments with respect to make-whole premiums or other breakage costs of any indebtedness, including, without limitation, any Indebtedness issued in connection with the Transactions, (vii) penalties and interest relating to taxes, (viii) accretion or accrual of discounted liabilities not constituting indebtedness, (ix) interest expense attributable to a direct or indirect parent entity resulting from push-down accounting, (x) any expense resulting from the discounting of indebtedness in connection with the application of recapitalization or purchase accounting, (xi) pay-in-kind interest expense of the Borrower and the Restricted Subsidiaries payable pursuant to the terms of the agreements governing such debt for borrowed money, (xii) commissions, discounts, yield and other fees and charges (including any interest expense) related to the Floorplan Facility or any other inventory financing agreement and (xiii) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto and with respect to any Permitted Acquisition or similar Investment permitted under the Facilities Documentation, all as calculated on a consolidated basis in accordance with GAAP.

If the Borrower incurs indebtedness under the Fixed Incremental Amount (and any fixed debt basket) on the same date that it incurs indebtedness under the Ratio Incremental Amount (or any other ratio debt incurrence basket), then the First Lien Net Leverage Ratio,

Secured Net Leverage Ratio or the Total Net Leverage Ratio (or other applicable ratio), as applicable, with respect to the amounts incurred under the Ratio Incremental Amount (or other ratio debt incurrence basket) will be calculated without regard to any incurrence under the Fixed Incremental Amount (and any fixed debt basket but giving full pro forma effect the use of proceeds of the entire amount of the loans and commitments that will be incurred in reliance on each applicable provision and the related transactions). Unless the Borrower elects otherwise, each Incremental Facility shall be deemed incurred first as Ratio Incremental Amount to the extent permitted, with the balance incurred under the Fixed Incremental Amount. The Borrower may classify, and may later reclassify, indebtedness incurred under an Incremental Facility (or Incremental Equivalent Debt or Delayed Draw Term Loans) as incurred as a Fixed Incremental Amount, Ratio Incremental Amount, or both, on the date of incurrence and thereafter, to the extent permitted on the date of classification (or the date of any such reclassification).

The availability of the Incremental Facilities will be subject solely to the following terms and conditions: (a) no existing Lender will be required to participate in any Incremental Facility without its consent; (b) subject to the Limited Condition Provision, no Specified Event of Default (as defined below) under the First Lien Facilities shall have occurred and be continuing or would exist immediately after giving effect thereto; (c) such Incremental Facility may, at the discretion of the Borrower, (i) rank pari passu in right of payment with the First Lien Facilities, (ii) be subordinated in right of payment to the First Lien Facilities, (iii) be secured on a pari passu basis with the First Lien Facilities, (iv) be secured on a junior basis to the First Lien Facilities or (v) be unsecured; provided that if subordinated or secured on a junior basis, it may not be incurred under the First Lien Facilities Documentation and any intercreditor or lien subordination arrangements must be reasonably satisfactory to the First Lien Administrative Agent; (d) the maturity date and the weighted average maturity of such Incremental Facility may be no earlier than, or shorter, as the case may be, than the maturity date or the weighted average maturity, as applicable, of the First Lien Facilities (subject to exceptions for (i) customary bridge financings, (ii) Incremental Facilities and Incremental Equivalent Debt in an aggregate amount up to $200.0 million having a maturity date and/or weighted average life that is earlier than, or shorter, as the case may be, than the maturity date or the weighted average maturity, as applicable, of the First Lien Facilities and (iii) Incremental Facilities that amortize at a rate of 5.0% or less per annum, the “Inside

avoidance of doubt, any such Incremental Facility that is unsecured, subordinated or secured on a junior-lien basis) exceeds the yield on the applicable First Lien Facility denominated in the same currency as such Incremental Facility (determined as provided above), by more than 75 basis points, then the interest margins for such Term Loans incurred under such First Lien Facilities denominated in the same currency as such Incremental Facility will automatically be increased to a level such that the yield on such Term Loans will be 75 basis points below the Incremental Yield (it being agreed that any increase in yield to any existing facility required due to the application of an Adjusted LIBOR or ABR “floor” on any Incremental Facility will be effected solely through an increase in such “floor” (or an implementation thereof, as applicable)) (the “MFN Provision”); (j)(i) may not be guaranteed by any Restricted Subsidiary that is not a Loan Party under the First Lien Facilities and (ii) to the extent secured, may not be secured by any assets of a Loan Party that do not constitute Collateral (this clause (j), the “Guarantor and Collateral Provision”), and (k) except as otherwise provided in clauses (a) through (j), all other terms of such Incremental Facility, if not consistent with the terms of the existing First Lien Facilities (as reasonably determined by the Borrower), will be as agreed between the Borrower and the lenders providing such Incremental Facility.

The Borrower may seek commitments in respect of the Incremental Facilities from existing Lenders (each of which will be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders or investors who will become Lenders in connection therewith; provided that the consent of the First Lien Administrative Agent (not to be unreasonably withheld, delayed or conditioned) will be required with respect to any such additional lender if such consent would be required under the caption “Assignments and Participations” for an assignment to such additional lender.

The proceeds of Incremental Facilities may be used for general corporate purposes of the Borrower and its Restricted Subsidiaries (including for capital expenditures, acquisitions, Restricted Payments, refinancing of indebtedness and any other transaction not prohibited by the First Lien Facilities Documentation).

The First Lien Facilities Documentation will be amended to give effect to any Incremental Facility by documentation executed by the Lender or Lenders (or such other persons) making the commitments with respect thereto, the First Lien Administrative Agent and the Borrower and without the consent of any other existing Lender, including such amendments as may be necessary or advisable to have such facility fungible with the other applicable Facilities.

In addition, the Borrower or any other Loan Party may, in lieu of adding Incremental Facilities, utilize all or any portion of the Available Incremental Facility Amount at any time by issuing or incurring Incremental Equivalent Debt.

“Incremental Equivalent Debt” means indebtedness in an aggregate principal amount at the time of incurrence thereof not to exceed the then Available Incremental Facility Amount consisting of senior secured first lien loans or notes or junior lien loans or notes, subordinated loans or notes or senior unsecured term loans or notes, or any bridge facility, reflecting terms as determined by the Company and providers of such Incremental Equivalent Debt; provided that (a) other than in the case of broadly syndicated first lien senior secured term loans, such Incremental Equivalent Debt will not be subject to the MFN Provisions, (b) the maturity date of such Incremental Equivalent Debt will be no earlier than the maturity date of the First Lien Facilities on the date of incurrence thereof (subject to exceptions for customary bridge financings); provided that this clause will not apply to the Inside Maturity Exception, (c) the weighted average life to maturity of such Incremental Equivalent Debt may not be shorter than the remaining weighted average life to maturity of the First Lien Facilities on the date of incurrence thereof (subject to exceptions for customary bridge financings and amortization in an aggregate annual amount of up to 5.0% of the original principal amount incurred) unless the Lenders are also offered by the Borrower the same percentage amortization prepayment per annum for the corresponding year; provided that, for purposes of this clause (c), each individual Lender will be deemed to have rejected such offer unless such Lender notifies the First Lien Administrative Agent that it has accepted such offer by 11 a.m. three (3) business days (or such longer period which the Borrower agrees) after the date of such offer; provided that this clause will not apply to the Inside Maturity Exception, (d) no Incremental Equivalent Debt may be guaranteed by any Restricted Subsidiary that is not a Loan Party under the First Lien Facilities; (e) to the extent secured, no Incremental Equivalent Debt may be secured by any assets of a Restricted Subsidiary that do not constitute Collateral and (f) if such Incremental Equivalent Debt is secured equally and ratably with the Initial First Lien Facility and Delayed Draw Term

assuming such Limited Condition Transaction and other pro forma events in connection therewith (including any incurrence of indebtedness) have been consummated. The provisions of this paragraph are referred to herein as the “Limited Condition Provision”.

As used herein, “Limited Condition Transaction” means any acquisition or other investment, irrevocable debt repurchase or repayment, or restricted payment (including with respect to any debt contemplated or incurred in connection therewith) by the Borrower or one or more of its restricted subsidiaries permitted pursuant to the First Lien Facilities Documentation whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

Subject to the limitations set forth below and subject to the Certain Funds Provisions, all obligations of the Borrower and the Guarantors in respect of the First Lien Facilities and all obligations with respect to the Hedging/Cash Management Arrangements will be secured by a first priority security interest (subject to permitted liens) on the Fixed Asset Collateral (as defined in Exhibit B to the Commitment Letter).

The Second Lien Facility will be secured by a second priority security interest (subject to permitted liens) on the Fixed Asset Collateral.

The ABL Facility will be secured by a third priority security interest (subject to permitted liens) on the Fixed Asset Collateral.

Subject to the limitations set forth below and subject to the Certain Funds Provisions, all obligations of the Borrower and the Guarantors in respect of the First Lien Facilities and all obligations with respect to the Hedging/Cash Management Arrangements will be secured by a second priority security interest (subject to permitted liens) in the Current Asset Collateral (as defined in Exhibit B to the Commitment Letter).

The ABL Facility will be secured by a first priority security interest (subject to permitted liens) on the Current Asset Collateral.

The Second Lien Facility will be secured by a third priority security interest (subject to permitted liens) on the Current Asset Collateral.

Notwithstanding anything to the contrary, the Collateral will exclude the Excluded Assets as referred to in Exhibit B to the Commitment Letter.

Notwithstanding anything to the contrary contained herein, (a) neither the Borrower nor the Guarantors will be required to grant a security interest in any asset or perfect a security

Liens on assets that are transferred to a Person that is not (and is not required to be) a Loan Party in a transaction permitted by the First Lien Facilities Documentation and liens on Excluded Assets shall be automatically released. Subject to a receipt of an officer’s certificate of the Borrower, the First Lien Administrative Agent shall execute such acknowledgments and releases as the Borrower may request in connection with any such release, and the First Lien Administrative Agent shall be entitled to (and shall) rely exclusively on an officer’s certificate of the Borrower when executing any such acknowledgment or release.

In addition, if not otherwise provided for in the existing intercreditor agreement, the First Lien Facilities Documentation will authorize and require the First Lien Administrative Agent to enter into any Acceptable Intercreditor Agreement (as defined below) upon the request of the Borrower in connection with the incurrence of additional debt that is permitted to be incurred and secured under the First Lien Facilities Documentation such that it is secured by a lien on the Collateral that is pari passu or junior with the lien on the Collateral securing the First Lien Facilities.

“Acceptable Intercreditor Agreement” means, as applicable: (a) in the case of Indebtedness that is secured on a pari passu basis with the First Lien Facilities, customary intercreditor documentation consistent with the Documentation Principles and substantially in the form of an exhibit attached to the First Lien Facilities Documentation (as such form may be modified in a manner (i) reasonably acceptable to the Borrower and the First Lien Administrative Agent or (ii) where such modifications are posted for review by the Lenders and the Required Lenders (as defined below) do not object in writing within three business days after such agreement is posted), (b) in the case of Indebtedness that is secured on a junior lien basis as compared to the First Lien Facilities, customary intercreditor documentation consistent with the Documentation Principles and substantially in the form of an exhibit attached to the First Lien Facilities Documentation (as such form may be modified in a manner (i) reasonably acceptable to the Borrower and the First Lien Administrative Agent or (ii) where such modifications are posted for review by the Lenders and the Required Lenders do not object in writing within three business days after such agreement is posted) or (c) in the case of any Indebtedness, (i) an intercreditor agreement the terms of which are consistent with market terms (as determined by the Borrower and the First Lien Administrative Agent

The relative rights and priorities in the Collateral for each of the First Lien Facilities and the Second Lien Facility will be set forth in a customary intercreditor agreement, consistent with the Documentation Principles (the “First Lien/Second Lien Intercreditor Agreement”).

The relative rights and priorities in the Collateral for each of the First Lien Term Facility, the Second Lien Term Facility and the ABL Facility will be set forth in the ABL/Term Loan Intercreditor Agreement.

Mandatory prepayments with respect to the Initial First Lien Facility and the Delayed Draw Term Loan Facility shall be limited to:

(a)   commencing with the end of the first full fiscal year ending after the Closing Date, 50% of Excess Cash Flow (which shall be set forth in customary detail by the Borrower in a certificate delivered to the First Lien Administrative Agent), with step-downs to (i) 25% upon achievement of a First Lien Net Leverage Ratio equal to or less than 4.50 to 1.00 and (ii) 0% upon achievement of a First Lien Net Leverage Ratio equal to or less than 4.00 to 1.00 provided that (i) the amount of the prepayment otherwise required from Excess Cash Flow shall be reduced on a dollar for dollar basis by certain prepayments of debt in a manner consistent with the Documentation Principles (“Debt Reduction”), (ii) such First Lien Net Leverage Ratio shall be calculated after giving effect to any such contemplated payment under this clause (a) and any prepayments after the end of such applicable fiscal year and prior to such Excess Cash Flow payment and (iii) such payment shall only be required in respect of any fiscal year in an amount in excess of $10.0 million (the “ECF De Minimis Amount”);

(b)   100% of the Net Cash Proceeds of certain non-ordinary course Asset Sales by the Borrower and its Restricted Subsidiaries, subject to thresholds to be mutually agreed and the right of the Borrower to reinvest 100% of such proceeds, if such proceeds are reinvested (or committed to be reinvested) within 180 days and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days after the expiration of such initial 365-day period; and

(c)   100% of the net cash proceeds of issuances of debt obligations of the Borrower and its Restricted Subsidiaries after the Closing Date (other than debt permitted under the First Lien Facilities Documentation (excluding the proceeds of any Refinancing Facility or Refinancing Notes)).

Mandatory prepayments will be applied, without premium or penalty, subject to reimbursement of the Lenders’ usual and customary breakage costs (excluding loss of profit), in the case of a prepayment of Adjusted LIBOR borrowings other than on the last day of the relevant interest period among the tranches as directed by the Borrower (or, in the case of no direction, pro rata among the tranches) and within a tranche as directed by the Borrower (and absent such direction, in direct order of maturity thereof).

Any Lender may elect not to accept its pro rata portion of any mandatory prepayment (each, a “Declining Lender”). Any prepayment amount declined by a Declining Lender may, subject to the terms of the Second Lien Facility, be retained by the Borrower (any amounts retained by the Borrower, the “Declined Amounts”).

Prepayments from Restricted Subsidiaries’ Excess Cash Flow and Asset Sale proceeds will be limited under the First Lien Facilities Documentation to the extent the Borrower determines that such prepayments (including the repatriation of cash in connection therewith) would (a) be prohibited or delayed by applicable law or (b) the repatriation of cash in connection therewith would result in material adverse tax consequences. All prepayments referred to in clauses (a) and (b) above are subject to permissibility under (x) local law (e.g. financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, restrictions on upstreaming

of cash intra-group and the fiduciary and statutory duties of the directors of the relevant subsidiaries) and (y) material organizational document or other contractual restrictions as a result of minority ownership or in any material agreements.

Mandatory prepayments required under the First Lien Facilities Documentation may, if required pursuant to the terms of any other indebtedness secured pari passu with the First Lien Facilities, be applied to the Term Loans and such other pari passu indebtedness, in each case on a ratable basis based on the outstanding principal amounts thereof.

“Excess Cash Flow” shall be defined in a manner consistent with the Documentation Principles, and shall in any event be reduced for, among other things, (x) cash paid during the applicable Excess Cash Flow Period (as defined below) by the Borrower or any Restricted Subsidiary for capital expenditures, permitted investments, Permitted Acquisitions (as defined below) and permitted restricted payments and (y) at the option of the Borrower, cash payments that the Borrower or any Restricted Subsidiary is required, has committed or has budgeted, in each case, to make in respect of taxes, interest, capital expenditures, permitted investments, Permitted Acquisitions and permitted restricted payments within 365 days after the end of such applicable Excess Cash Flow Period; provided that (A) amounts described in clause (y) above will not reduce Excess Cash Flow in subsequent periods and, to the extent not so paid, will increase Excess Cash Flow in the subsequent period and (B) amounts described in clauses (x) and (y) shall reduce Excess Cash Flow only to the extent not financed with the proceeds of incurrences of long-term indebtedness (other than revolving indebtedness).

“Excess Cash Flow Period” means each fiscal year of the Borrower, beginning with the first full fiscal year after the Closing Date.

The Borrower shall pay a “prepayment premium” in connection with any Repricing Event (as defined below) with respect to all or any portion of the Initial First Lien Facility and/or the Delayed Draw Term Loan Facility, as applicable, that occurs on or before the date that is six months after the Closing Date, in an amount equal to 1.00% of the principal amount of the Initial First Lien Facility or the Delayed Draw Term Loan Facility subject to such Repricing Event.

The term “Repricing Event” means (i) any prepayment of the Initial Term Loans or Delayed Draw Term Loans with the proceeds of, or any conversion of Initial Term Loans or Delayed Draw Term Loans into, any new or replacement tranche of broadly syndicated term loans of any Loan Party bearing interest at an “effective” interest rate less than the “effective” interest rate applicable to the Initial Term Loans or Delayed Draw Term Loans, as applicable, the primary purpose of which is to reduce such “effective” interest rate and (ii) any amendment to the Initial First Lien Facility or the Delayed Draw Term Loan Facility that, directly or indirectly, reduces the “effective” interest rate applicable to the Initial Term Loans or Delayed Draw Term Loans the primary purpose of which is to reduce such “effective” interest rate (in each case, (x) taking into account OID and upfront fees, which will be deemed to constitute like amounts of OID, being equated to interest rate margins based on an assumed four-year life to maturity, (y) excluding the effect of any other arrangement, structuring, syndication, amendment consent or other fees payable in connection therewith that are not shared with all providers of such financing and (z) excluding the effect of any fluctuations in LIBOR or any other applicable base rate); provided that no prepayment premium will apply if any such Repricing Event is in connection with a dividend recapitalization, a change of control, initial public offering or a Transformative Event. “Transformative Event” means any acquisition (including by merger or consolidation), investment, dissolution, liquidation, consolidation or disposition by the Borrower, a restricted subsidiary, Holdings or a parent entity (other than the Investors) that is either (a) not permitted by the terms of the First Lien Facilities Documentation immediately prior to the consummation of such transaction or (b) if permitted by the terms of the First Lien Facilities Documentation immediately prior to the consummation of such transaction, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under

the First Lien Facilities Documentation for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrower acting in good faith.

All voluntary prepayments of Initial Term Loans or Delayed Draw Term Loans under the First Lien Facilities and any Incremental Facilities will be applied among the tranches as directed by the Borrower (or, in the case of no direction, pro rata among the tranches) and within a tranche as directed by the Borrower (and absent such direction, in direct order of maturity thereof).

the avoidance of doubt, flood insurance except to the extent required by applicable law); maintenance of existence; visitation rights upon reasonable prior notice; maintenance of books and records; payment of material taxes; compliance with laws and regulations (including ERISA and environmental); compliance with Anti-Corruption Laws and AML and Sanctions Laws; additional Guarantors and Collateral (subject to limitations set forth under the caption “Security”); use of proceeds; and further assurances on collateral matters.

“Restricted Subsidiary” means, a subsidiary of a Person that is not an “Unrestricted Subsidiary” (as defined below).

Limited to the following (capitalized terms used in this section shall be defined in a manner consistent with Documentation Principles, unless otherwise defined herein) and subject, in each case, to exceptions, qualifications, materiality thresholds and baskets consistent with the Documentation Principles, as set forth below and as may otherwise be agreed upon:

•   Indebtedness. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, incur, create or assume any Indebtedness (excluding obligations under or in respect of any floorplan facility and other inventory financing agreements); provided that, the Borrower and its Restricted Subsidiaries may incur (a) unlimited Indebtedness so long as, immediately after giving effect to the issuance, incurrence or assumption of such Indebtedness, (x) the Total Net Leverage Ratio, calculated on a pro forma basis, after giving effect to any acquisition or other transaction consummated in connection therewith, is equal to or less than the greater of (i) 6.50:1.00 and (ii) if such debt is incurred to finance a Permitted Acquisition or other permitted investment, the Total Net Leverage Ratio immediately prior to the incurrence of such debt or (y) the Cash Interest Coverage Ratio, calculated on a pro forma basis, is equal to or greater than the lesser of (i) 2.00 to 1.00 and (ii) if such debt is incurred to finance a Permitted Acquisition or other permitted investment, the Cash Interest Coverage Ratio immediately prior to the incurrence of such debt (“Ratio Debt”); provided further (A) in the event that any Ratio Debt is incurred in the form of term loans that are secured pari passu with the Liens on the Collateral securing the First Lien Facilities, such Ratio Debt shall be subject to the MFN Provision and (B) such Ratio Debt shall be subject

to a non-guarantor cap to be agreed, (b) any Permitted Refinancing Indebtedness incurred to refinance Ratio Debt; provided further that the aggregate principal amount of Ratio Debt incurred by Restricted Subsidiaries of the Borrower that are not Guarantors may not exceed the greater of (x) $30.0 million and (y) 15% of Consolidated EBITDA, (c) indebtedness in an amount equal to 100% of the amount of any cash capital contribution in respect of permitted equity of the Borrower and/or its Restricted Subsidiaries (other than any Specified Equity Contribution and in each case to the extent the proceeds of such capital contribution are not otherwise applied), (d) indebtedness (x) in an amount not to exceed 100% of the amount of restricted payments that may be made at the time of the incurrence thereof (the “Available RP Capacity Basket”) and (y) in an amount not to exceed 100% of the amount of cash payments or other distributions in cash in respect of any Junior Financing that may be made at the time of the incurrence thereof (the “Available RDP Capacity Basket”) and (e) any indebtedness in connection with a Permitted Sale and Leaseback (as defined below).

•   Liens. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, create, incur or assume any Lien securing indebtedness on any of its property or assets; provided, that (a) Liens that rank pari passu with the Liens securing the First Lien Facilities shall be permitted if the First Lien Net Leverage Ratio as of the date on which such Liens are first created, is less than or equal to the greater of (x) 4.75 to 1.00 and (y) if such Lien is securing Indebtedness incurred to finance a Permitted Acquisition or other permitted Investment, the First Lien Net Leverage Ratio immediately prior to the incurrence of such Indebtedness; provided further that in the event any such Liens are secured pari passu with the Liens on the Collateral securing the First Lien Facilities, such debt securing such Liens shall be, subject to the MFN Provision, (b) Liens that rank junior to the Liens securing the First Lien Facilities shall be permitted if the Secured Net Leverage Ratio as of the date on which such Liens are first created, is less than or equal to the greater of (x) 6.50 to 1.00 and (y) if such Lien is securing Indebtedness incurred to finance a Permitted Acquisition or other permitted Investment, the Secured Net Leverage Ratio immediately prior to the incurrence of such Indebtedness, (c) liens securing

indebtedness incurred pursuant to the Available RP Capacity Basket and Available RDP Capacity Basket will be permitted and (d) any lien in connection with a Permitted Sale and Leaseback (as defined below) will be permitted.

•   Investments. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, make or hold any Investment (to be defined in the First Lien Facilities Documentation); provided, that (a) the Borrower and its Restricted Subsidiaries may make unlimited Investments so long as immediately after giving effect to the making of such Investment, (x) no Specified Event of Default is continuing immediately prior to making such Investment or would result therefrom (or if, earlier, the execution of a binding agreement governing such Investment) and (y) the Total Net Leverage Ratio, calculated on a pro forma basis, is equal to or less than 6.00 to 1.00, (b) any use of the Available Amount Basket (as defined below) shall be permitted, (c) unlimited intercompany Investments among the Borrower and its restricted subsidiaries will be permitted, (d) Permitted Acquisitions and pre-existing investments (not made in contemplation of such acquisition) made in connection therewith will be permitted without restriction and (e) Investments pursuant to the Available RP Capacity Basket and Available RDP Capacity Basket will be permitted.

“Permitted Acquisition” means any acquisition of all or substantially all the assets of, or a majority of the Equity Interests (or any acquisition of Equity Interests if, following the acquisition of such Equity Interests, a majority of the Equity Interests is owned) in, or merger, consolidation or amalgamation with, a Person or any acquisition of assets constituting a business unit, division or line of business of a Person (or any subsequent investment made in a person, division or line of business previously acquired in a Permitted Acquisition); provided that (i) no Specified Event of Default is continuing immediately prior to execution of the binding agreement governing such Investment or would result therefrom and (ii) Permitted Acquisitions shall be subject to customary further assurances, additional guarantees and additional collateral provisions consistent with Documentation Principles.

•   Sale and Leaseback Transactions. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, enter into any Sale and Lease-Back Transaction (to be defined in a manner to be mutually agreed).

•   Mergers, Consolidations, Sales of Assets and Acquisitions. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, merge into, or consolidate or amalgamate with, any other person, or permit any other person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets, or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person.

•   Restricted Payments. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, make any Restricted Payments; provided that Restricted Payments shall be permitted (a) in an amount not to exceed the Available Amount Basket (as defined below) on such date such Restricted Payments are made, provided that any use of the Available Amount Basket for Restricted Payments shall only be permitted if no Specified Event of Default is continuing immediately prior to making such Restricted Payment or would result therefrom; (b) on an unlimited basis so long as (i) immediately after giving effect to the making of such Restricted Payment, the Borrower’s Total Net Leverage Ratio, calculated on a pro forma basis, is 5.50 to 1.00 or less and (ii) no Specified Event of Default is continuing immediately prior to making such Restricted Payment or would result therefrom; (c) customary tax distributions; (d) in an amount not to exceed the greater of (x) an amount to be agreed and (y) a percentage of to be agreed of Consolidated EBITDA as of the end of the most recent four quarter period for which financial statements are internally available; and (e) in an amount equal to the Available RDP Capacity Basket.

“Available Amount Basket” shall be defined in accordance with the Documentation Principles, but in any event, shall include (A) a “starter” basket

(the “Available Amount Starter Basket”) equal to the greater of (x) $75.0 million and (y) 35.0% of Consolidated EBITDA as of the end of the most recent four quarter period for which financial statements are internally available, (B) either, at the option of the Borrower to be made on or prior to the commencement of general syndication of the First Lien Facilities, (i) the retained portion of Excess Cash Flow not otherwise applied pursuant to the mandatory prepayments required under the First Lien Facilities Documentation, which retained portion of Excess Cash Flow for any period shall not be less than zero or (ii) 50% of cumulative Consolidated Net Income (commencing with the first day of the fiscal quarter in which the Closing Date occurs) (this clause (B), the “Available Amount Builder Basket”) and (C) the Declined Amounts. For the avoidance of doubt, no component shall be subject to any financial or similar test.

•   Transactions with Affiliates. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates in a transaction involving aggregate consideration in excess of an amount to be agreed, unless such transaction is (a) otherwise permitted (or required) under the First Lien Facilities Documentation or (b) upon terms no less favorable to the Borrower or its Restricted Subsidiaries, as applicable, than would be obtained in a comparable arm’s length transaction with a person that is not an Affiliate.

•   Business of Borrower and its Subsidiaries. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, engage at any time in any business or business activity other than any business or business activity conducted by the Borrower or any of its Restricted Subsidiaries on the Closing Date and any similar, corollary, related, ancillary, incidental or complementary business or business activities or a reasonable extension, development or expansion thereof or ancillary thereto.

•   Limitation on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By Laws and Certain Other Agreements; etc. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, (a) amend or modify in any manner materially adverse to the Lenders the articles or certificate of incorporation (or similar document), by-laws, limited liability company operating agreement, partnership agreement or other organizational documents of the Borrower or any of its Restricted Subsidiaries, (b) make any cash payment or other distribution in cash or otherwise (rather than regularly scheduled interest and principal payments on maturity) in respect of, or amend or modify, or permit the amendment or modification of, any provision of, any Junior Financing (it being agreed that exchange offers will be permitted on terms to be agreed), or (c) permit any subsidiary that is not an Immaterial Subsidiary (such subsidiary, a “Material Subsidiary”) to enter into any agreement or instrument that by its terms restricts (i) with respect to any such Material Subsidiary that is not a Loan Party, Restricted Payments from such subsidiary to the Borrower or any other Loan Party that is a direct or indirect parent of such Material Subsidiary or (ii) the granting of Liens by such Subsidiary pursuant to the Security Documents, in each case contemplated by clauses (a) and (b), except (x) as would be permitted by the Bank Sponsor Precedent and (y) cash payments or other distributions in cash in respect of any Junior Financing (1) with amounts under the Available Amount Basket on such date so long as no Specified Event of Default has occurred and is continuing immediately prior to making such payment or (2) so long as immediately after giving effect to such payment or distribution, (x) the Borrower’s Total Net Leverage Ratio, calculated on a pro forma basis, is 5.75 to 1.00 or less and (y) no Specified Event of Default has occurred and is continuing immediately prior to making such payment or would result therefrom.

•   Holdings. Holdings will not, conduct, transact or otherwise engage in any active trade or business or operations other than through the Borrower; provided that the foregoing will not prohibit Holdings from taking actions related to the following (and activities incidental thereto): (i) its ownership of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its

After the Closing Date, the Lenders will be permitted to assign loans under the First Lien Facilities with the consent of the Borrower and the First Lien Administrative Agent); provided that (i) no consent of the Borrower will be required (A) if such assignment is made to another Lender or an affiliate or approved fund of such Lender or (B) after the occurrence and during the continuance of a Specified Event of Default (with respect to the Borrower), (ii) the Borrower will be deemed to have consented to an assignment if the Borrower has not responded within 10 business days after having received written notice thereof from the First Lien Administrative Agent and (iii) no consent of the First Lien Administrative Agent will be required with respect to, subject to the proviso below, Affiliate Lenders, Debt Fund Affiliates or Holdings and its Subsidiaries and other exceptions to be set forth in the First Lien Facilities Documentation; provided, further, that no assignments will be made to any Disqualified Institutions.

The First Lien Administrative Agent shall receive a processing and recordation fee of $3,500 for each assignment (unless waived by the First Lien Administrative Agent).

The Lenders will be permitted to sell participations in loans without restriction in accordance with applicable law and consistent with the Documentation Principles (other than, to the extent that a list of the Disqualified Institutions shall have been made available to the Lenders prior to the execution of such participation right, to Disqualified Institutions). Voting rights of participants shall be limited to matters set forth under “Voting” below with respect to which the unanimous vote of all Lenders (or all directly and adversely affected Lenders, if the participant is directly and adversely affected) would be required.

Assignments of Term Loans (and loans under any Incremental Facilities) to, and purchases by, Holdings, the Borrower and its subsidiaries will be permitted without any consent, including, without limitation, through open-market purchases so long as (a) no Specified Event of Default has occurred and is continuing, (b) the loans purchased are immediately cancelled and (c) unless otherwise agreed by the parties thereto, all applicable parties to the relevant transaction render customary “big boy” disclaimer letters.

Assignments of Term Loans (or loans under any Incremental Facilities) to the Sponsor and its affiliates (other than Holdings, the Borrower and its subsidiaries, each, an “Affiliated Lender”) will be permitted on a non-pro rata basis through open-market purchases and/or Dutch auctions open to all Lenders on a pro rata basis subject to the following limitations:

(a) Affiliated Lenders will not be permitted to attend or participate in meetings attended solely by the Lenders and the First Lien Administrative Agent or receive information provided solely to the Lenders by the First Lien Administrative Agent or any Lender under the First Lien Facilities Documentation;

(b) for purposes of any amendment, waiver or modification of the First Lien Facilities Documentation that does not require the consent of each Lender or each affected Lender or does not adversely affect such Affiliated Lender in any material respect as compared to other Lenders, Affiliated Lenders will be deemed to have voted in the same proportion as non-affiliated Lenders voting on such matter;

(c) the aggregate principal amount of loans under the First Lien Facilities (and loans under any Incremental Facility) assigned to or purchased by Affiliated Lenders may not exceed 30% of the aggregate principal amount of all such loans of all Lenders outstanding at the time of assignment or purchase; and

(d) unless otherwise agreed by the parties thereto, all applicable parties to the relevant transaction render customary “big boy” disclaimer letters.

Notwithstanding anything to the contrary contained herein, Debt Fund Affiliates will not be subject to the foregoing limitations and will be entitled to vote as if they were Lenders; provided, that all loans held by Debt Fund Affiliates may not account for more than 49.9% of the loans of consenting Lenders included in determining whether Required Lenders

have consented to any amendment, modification, waiver or any other action with respect to any of the terms of, or otherwise have acted on any manner with respect to, the First Lien Facilities Documentation.

The First Lien Facilities Documentation will permit (but not require) Affiliated Lenders to contribute any Term Loans acquired to Holdings or any of its subsidiaries for purposes of cancelling such debt, which may include contribution (with the consent of the Borrower) to the Borrower (whether through any of its direct or indirect parent entities or otherwise) in exchange for debt or equity securities of such parent entity or the Borrower that are otherwise permitted to be issued by such entity or the Borrower at such time.

“Debt Fund Affiliate” means (a) any affiliate of the Sponsor that is a bona fide bank, debt fund, distressed asset fund, hedge fund, mutual fund, insurance company, financial institution or an investment vehicle that is engaged in the business of investing in, acquiring or trading commercial loans, bonds and similar extensions of credit in the ordinary course, in each case, that is not organized primarily for the purpose of making equity investments, (b) any affiliate, division or internal group of a Permitted Investor (as defined below) that has the principal purpose of investing in, acquiring or trading commercial loans, bonds or similar extensions of credit in the ordinary course and (c) any investment fund or account of a Permitted Investor managed by third parties (including by way of a managed account, a fund or an index fund in which a Permitted Investor has invested) or a division or internal group within a Permitted Investor that is not organized or used primarily for the purpose of making equity investments, in each case, in the case of clauses (a), (b) and (c) with respect to which the Sponsor does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity.

“Permitted Investors” means (a) the Sponsor, (b) its affiliates and investment managers, (c) any fund or account managed by any of the persons described in clause (a) or (b) of this definition, (d) any employee benefit plan of Holdings or any of its subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (e) investment vehicles of members of management of Holdings or the Borrower or any parent entity of the foregoing that invest in, acquire or trade commercial loans but excluding natural persons.

Amendments and waivers to the Delayed Draw Terms and Conditions shall require the consent of (i) the Required Lenders and (ii) Lenders holding more than 50.0% of the aggregate amount of loans and commitments under the Delayed Draw Term Loan Facility (the “Required Delayed Draw Lenders”).

The First Lien Facilities Documentation will contain customary provisions for replacing Defaulting Lenders (the definition of which is to be substantially consistent with, and in any event no less favorable to the Borrower than, the current LSTA model credit agreement provisions), replacing Lenders claiming increased costs, tax gross ups and similar required indemnity payments and replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding at least 50% of the aggregate amount of the loans and commitments under the First Lien Facilities will have consented thereto.

The First Lien Facilities Documentation will contain customary “amend and extend” provisions pursuant to which the Borrower may extend commitments and/or outstandings with only the consent of the respective extending Lenders; provided that it is understood that no existing Lender will have any obligation to commit to any such extension.

At the option of the Borrower, Adjusted LIBOR plus the Applicable Margin or ABR plus the Applicable Margin.

“Applicable Margin” means with respect to the Initial First Lien Facility and the Delayed Draw Term Loan Facility, initially, 300 basis points in the case of ABR loans and 400 basis points in the case of Adjusted LIBOR loans.

From and after the delivery by the Borrower to the First Lien Administrative Agent of financial statements for the first full fiscal quarter ended after the Closing Date, interest rates under the First Lien Facilities based on the spread over ABR or Adjusted LIBOR, as the case may be, shall be subject to a step down of 25 basis points based upon meeting a First Lien Net Leverage Ratio of 4.25 to 1.00 or less.

The Borrower may elect interest periods of one, two, three or six months (or, if agreed by all relevant Lenders, 12 months or a shorter period) for Adjusted LIBOR borrowings or such other periods as agreed to by the First Lien Administrative Agent to facilitate the alignment of interest payments with other borrowings under the First Lien Facilities or the end of a fiscal or calendar period subject to the First Lien Administrative Agent’s reasonable discretion.

Interest on any Loans and all fees will be payable in arrears on the basis of a 360-day year (calculated on the basis of the actual number of days elapsed); provided that interest on ABR loans, when based on the prime rate, will be payable in arrears on the basis of a 365-day year (or a 366-day year in a leap year), in each case, calculated on the basis of the actual number of days elapsed. Interest will be payable on Adjusted LIBOR loans on the last day of the applicable interest period (and at the end of each three months, in the case of interest periods longer than three months) and upon prepayment, and on ABR loans quarterly and upon prepayment.

“Adjusted LIBOR” means LIBOR, adjusted for statutory reserve requirements.

“LIBOR” means, with respect to the interest period requested, the rate per annum for deposits in U.S. Dollars for the relevant interest period as reported on the LIBOR01 Page as of 11:00 a.m. (London, England time) two business days prior to the first day of the interest period; provided, however, if LIBOR is less than zero per the above, then LIBOR shall be zero.

“ABR” means the Alternate Base Rate, which will be the highest of (i) the prime commercial lending rate published by The Wall Street Journal as the “prime rate,” (ii) the Federal Funds Effective Rate plus 1/2 of 1.0% and (iii) the LIBOR Quoted Rate plus 1.0% per annum.

“LIBOR Quoted Rate” means, for any day, Adjusted LIBOR for an interest period of one month as reported on the LIBOR01 Page as of 11:00 a.m. (London, England time) on such day; provided, however, if the LIBOR Quoted Rate is less than zero, the LIBOR Quoted Rate shall be zero.

All capitalized terms used but not defined herein have the meanings assigned to them in the Commitment Letter to which this Exhibit D is attached, including the other Exhibits thereto. In the event any such capitalized term is subject to multiple or differing definitions, the appropriate meaning thereof in this Exhibit D will be determined by reference to the context in which it is used. In the event that any such capitalized term used in this Exhibit D is not defined in this Exhibit D or otherwise in the Commitment Letter, such term as used in this Exhibit D shall have meanings no less favorable than the meanings of such term or similar term in the Bank Sponsor Precedent as modified by the Documentation Principles.

or commitment reduction is effected on or prior to the date of any such incurrence (including all loan buy-backs (whether or not offered to all Lenders) and yank-a-bank payments, with credit given to the principal amount purchased) (other than any such prepayments, repurchases or reductions to the extent funded with the proceeds of long-term indebtedness (other than revolving indebtedness)) (collectively, the “Fixed Incremental Amount”) provided that the amount under clause (i) or (ii) of such Fixed Incremental Amount, as the case may be, shall be reduced (but not to an amount less than 0) by the principal amount of any Incremental Second Lien Facilities or Incremental Equivalent Second Lien Debt incurred in reliance on such clause (i) or (ii) as applicable (so long as such amount is not otherwise reallocated after the date of such incurrence) plus (b)(i) in the case of any Incremental Second Lien Facility to be secured equally and ratably with the Second Lien Facility, the amount that would result in a Secured Leverage Ratio, calculated on a pro forma basis, after giving effect to any acquisition or other transaction consummated in connection therewith, not exceeding the greater of (x) 6.50:1.00 and (y) if such debt is incurred to finance a Permitted Acquisition or other permitted investment, the Secured Net Leverage Ratio immediately prior to the incurrence of such debt and (ii) in the case of any unsecured Incremental Second Lien Facility or unsecured Incremental Equivalent Second Lien Debt, either (I) the amount that would result in the Total Net Leverage Ratio, calculated on a pro forma basis, after giving effect to any acquisition or other transaction consummated in connection therewith, not exceeding the greater of (x) 6.50:1.00 and (y) if such debt is incurred to finance a Permitted Acquisition or other permitted investment, the Total Net Leverage Ratio immediately prior to the incurrence of such debt or (II) the amount that would result in the Cash Interest Coverage Ratio (to be defined) calculated on a pro forma basis, after giving effect to any acquisition or other transaction consummated in connection therewith, being not less than the lesser of (x) 2.00:1.00 and (y) if such debt is incurred to finance a Permitted Acquisition or other permitted investment, the Cash Interest Coverage Ratio immediately prior to the incurrence of such debt (clause (b), the “Ratio Incremental Amount”; the sum of the amounts contemplated by clauses (a) and (b), the “Available Incremental Second Lien Facility Amount”).

If the Borrower incurs indebtedness under the Fixed Incremental Amount (and any fixed debt basket) on the same date that it incurs indebtedness under the Ratio Incremental

Amount (or any other ratio debt incurrence basket), then the Secured Net Leverage Ratio or the Total Net Leverage Ratio (or other applicable ratio), as applicable, with respect to the amounts incurred under the Ratio Incremental Amount (or other ratio debt incurrence basket) will be calculated without regard to any incurrence under the Fixed Incremental Amount (and any fixed debt basket but giving full pro forma effect the use of proceeds of the entire amount of the loans and commitments that will be incurred in reliance on each applicable provision and the related transactions). Unless the Borrower elects otherwise, each Incremental Second Lien Facility shall be deemed incurred first as Ratio Incremental Amount to the extent permitted, with the balance incurred under the Fixed Incremental Amount. The Borrower may classify, and may later reclassify, indebtedness incurred under an Incremental Second Lien Facility (or Incremental Equivalent Second Lien Debt) as incurred as a Fixed Incremental Amount, Ratio Incremental Amount, or both, on the date of incurrence and thereafter, to the extent permitted on the date of classification (or the date of any such reclassification).

The availability of the Incremental Second Lien Facilities will be subject solely to the following terms and conditions: (a) no existing Lender will be required to participate in any Incremental Second Lien Facility without its consent; (b) subject to the Limited Condition Provision, no Specified Event of Default under the Second Lien Facility shall have occurred and be continuing or would exist immediately after giving effect thereto; (c) such Incremental Second Lien Facility may, at the discretion of the Borrower, (i) rank pari passu in right of payment with the Second Lien Facility, (ii) be subordinated in right of payment to the Second Lien Facility, (iii) be secured on a pari passu basis with the Second Lien Facility. (iv) be secured on a junior basis to the Second Lien Facility or (v) be unsecured; provided that if subordinated or secured on a junior basis, it may not be incurred under the Second Lien Facility Documentation and any intercreditor or lien subordination arrangements must be reasonably satisfactory to the Second Lien Administrative Agent; (d) the maturity date and the weighted average maturity of such Incremental Second Lien Facility may be no earlier, or shorter, as the case may be, than the maturity date or the weighted average maturity, as applicable, of the Second Lien Facility (subject to exceptions for (i) customary bridge financings, (ii) Incremental Second Lien Facilities and Incremental Equivalent Second Lien Debt in an aggregate amount up to $200.0 million having a maturity date and/or

Incremental Second Lien Facility (taking into account interest margins, minimum Adjusted LIBOR, minimum ABR, upfront fees and OID on such term loans, with upfront fees and OID being equated to interest margins based on an assumed four-year life to maturity, but exclusive of any arrangement, syndication, structuring, commitment or other fees payable in connection therewith) (the “Incremental Second Lien Yield”) (other than, for the avoidance of doubt, any such Incremental Second Lien Facility that is unsecured, subordinated or secured on a junior-lien basis) exceeds the yield on the Second Lien Facility denominated in the same currency as such Incremental Second Lien Facility (determined as provided above), by more than 75 basis points, then the interest margins for such Second Lien Loans incurred under such Second Lien Facility denominated in the same currency as such Incremental Second Lien Facility will automatically be increased to a level such that the yield on such Second Lien Loans will be 75 basis points below the Incremental Second Lien Yield (it being agreed that any increase in yield to any existing facility required due to the application of an Adjusted LIBOR or ABR “floor” on any Incremental Second Lien Facility will be effected solely through an increase in such “floor” (or an implementation thereof, as applicable)) (the “MFN Provision”); (j)(i) may not be guaranteed by any Restricted Subsidiary that is not a Loan Party under the Second Lien Facilities and (ii) to the extent secured, may not be secured by any assets of a Loan Party that do not constitute Collateral (this clause (j), the “Guarantor and Collateral Provision”), and (k) except as otherwise provided in clauses (a) through (j), all other terms of such Incremental Second Lien Facility, if not consistent with the terms of the existing Second Lien Facility (as reasonably determined by the Borrower), will be as agreed between the Borrower and the lenders providing such Incremental Second Lien Facility.

The Borrower may seek commitments in respect of the Incremental Second Lien Facilities from existing Lenders (each of which will be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders or investors who will become Lenders in connection therewith; provided that the consent of the Second Lien Administrative Agent (not to be unreasonably withheld, delayed or conditioned) will be required with respect to any such additional lender if such consent would be required under the caption “Assignments and Participations” for an assignment to such additional lender.

The proceeds of Incremental Second Lien Facilities will be used for general corporate purposes of the Borrower and its Restricted Subsidiaries (including for capital expenditures, acquisitions, Restricted Payments, refinancing of indebtedness and any other transaction not prohibited by the Second Lien Facility Documentation).

The Second Lien Loan Facility Documentation will be amended to give effect to any Incremental Second Lien Facility by documentation executed by the Lender or Lenders (or such other persons) making the commitments with respect thereto, the Second Lien Administrative Agent and the Borrower and without the consent of any other existing Lender, including such amendments as may be necessary or advisable to have such facility fungible with the other applicable Second Lien Facility.

In addition, the Borrower may, in lieu of adding Incremental Second Lien Facilities, utilize all or any portion of the Available Incremental Second Lien Facility Amount at any time by issuing or incurring Incremental Equivalent Second Lien Debt.

“Incremental Equivalent Second Lien Debt” means indebtedness in an aggregate principal amount at the time of incurrence thereof not to exceed the then Available Incremental Second Lien Facility Amount consisting of senior secured first lien loans or notes or junior lien loans or notes, subordinated loans or notes or senior unsecured term loans or notes, or any bridge facility, reflecting terms as determined by the Company and providers of such Incremental Equivalent Second Lien Debt; provided that (a) other than in the case of broadly syndicated second lien term loans secured pari passu with the Second Lien Facility, such Incremental Equivalent Second Lien Debt will not be subject to the MFN Provisions, (b) the maturity date of such Incremental Equivalent Second Lien Debt will be no earlier than the maturity date of the Second Lien Facility on the date of incurrence thereof (subject to exceptions for customary bridge financings); provided that this clause will not apply to the Inside Maturity Exception, (c) the weighted average life to maturity of such Incremental Equivalent Second Lien Debt may not be shorter than the remaining weighted average life to maturity of the Second Lien Facility on the date of incurrence thereof (subject to exceptions for customary bridge financings and amortization in an aggregate annual amount of up to 5.0% of the original principal amount incurred) unless the Lenders are also offered by the Borrower the same percentage amortization prepayment per annum for the corresponding

Subject to the limitations set forth below and subject to the Certain Funds Provisions, all obligations of the Borrower and the Guarantors in respect of the Second Lien Facility and all pari passu obligations with respect to the Hedging/Cash Management Arrangements will be secured by a second priority security interest (subject to permitted liens) on the Fixed Asset Collateral (as defined in Exhibit B) securing the First Lien Facilities.

The First Lien Facilities will be secured by a first priority security interest (subject to permitted liens) on the Fixed Asset Collateral.

The ABL Facility will be secured by a third priority security interest (subject to permitted liens) on the Fixed Asset Collateral.

Subject to the limitations set forth below and subject to the Certain Funds Provisions, all obligations of the Borrower and the Guarantors in respect of the Second Lien Facility and all obligations with respect to the Hedging/Cash Management Arrangements will be secured by a third priority security interest (subject to permitted liens) in the Current Asset Collateral (as defined in Exhibit B to the Commitment Letter).

The ABL Facility will be secured by a first priority security interest (subject to permitted liens) on the Current Asset Collateral.

The First Lien Facilities will be secured by a second priority security interest (subject to permitted liens) on the Current Asset Collateral.

Notwithstanding anything to the contrary, the Collateral will exclude the Excluded Assets as referred to in Exhibit B to the Commitment Letter and the security interests securing the Second Lien Facility shall otherwise be subject to the same requirements set forth in the last four paragraphs in the section entitled “Security” in Exhibit B to the Commitment Letter.

The relative rights and priorities in the Collateral for each of the First Lien Facilities and the Second Lien Facility will be set forth in the First Lien/Second Lien Intercreditor Agreement or another intercreditor agreement not materially less favorable to the lenders than the First Lien/Second Lien Intercreditor Agreement.

The relative rights and priorities in the Collateral for each of the First Lien Term Facility, the Second Lien Term Facility and the ABL Facility will be set forth in the ABL/Term Loan Intercreditor Agreement or another intercreditor agreement not materially less favorable to the lenders than the ABL/Term Loan Intercreditor Agreement.

Subject to the First Lien/Second Lien Intercreditor Agreement and the First Lien Facilities Documentation, substantially the same as the First Lien Facilities (but limited to those mandatory prepayments) provided that no mandatory prepayments under the Second Lien Facility (other than from First Lien Declined Amounts (as defined below)) shall be required until after the First Lien Facilities and the debt secured on a pari passu basis with the First Lien Facilities have been paid in full.

Any prepayment amount declined (such amount, a “First Lien Declined Amount”) by a Declining Lender under the First Lien Facilities must be offered to prepay the Second Lien Loans. Any prepayment amount declined by both the Lenders under the First Lien Facilities and the Lenders under the Second Lien Facility may be retained by the Borrower.

Voluntary prepayments, mandatory prepayments from the incurrence of non-permitted indebtedness or from any Second Lien Refinancing Facility or any repricing events of Second Lien Loans (which shall be defined consistently with the First Lien Facilities Documentation) (excluding any transaction that would, if consummated, constitute a change of control, initial public offering, or Transformative Event) will be subject to the following premiums:

(a) If such prepayment or repricing event is made or occurs after the Closing Date, but prior to the first anniversary of the Closing Date, an amount equal to 2.00% of the principal amount of such prepayment or repricing.

(b) If such prepayment or repricing event is made or occurs on or after the first anniversary of the Closing Date, but prior to the second anniversary of the Closing Date, an amount equal to 1.00% of the principal amount of such prepayment or repricing.

(c) If such prepayment or repricing event is made or occurs on or after the second anniversary of the Closing Date, there shall be no premium.

All voluntary prepayments of loans under the Second Lien Facility and any Incremental Second Lien Facilities will be applied among the tranches as directed by the Borrower (or, in the case of no direction, pro rata among the tranches) and within a tranche as directed by the Borrower (and absent such direction, in direct order of maturity thereof).

At the option of the Borrower, Adjusted LIBOR plus the Applicable Margin or ABR plus the Applicable Margin.

“Applicable Margin” means 675 basis points in the case of ABR loans and 775 basis points in the case of Adjusted LIBOR loans.

The Borrower may elect interest periods of one, two, three or six months (or, if agreed by all relevant Lenders, 12 months or a shorter period) for Adjusted LIBOR borrowings or such other periods as agreed to by the Second Lien Administrative Agent to facilitate the alignment of interest payments with other borrowings under the Second Lien Facility or the end of a fiscal or calendar period subject to the Second Lien Administrative Agent’s reasonable discretion.

Interest on any Second Lien Loans and all fees will be payable in arrears on the basis of a 360-day year (calculated on the basis of the actual number of days elapsed); provided that interest on ABR loans, when based on the prime rate, will be payable in arrears on the basis of a 365-day year (or a 366-day year in a leap year), in each case, calculated on the basis of the actual number of days elapsed. Interest will be payable on Adjusted LIBOR loans on the last day of the applicable interest period (and at the end of each three months, in the case of interest periods longer than three months) and upon prepayment, and on ABR loans quarterly and upon prepayment.

All capitalized terms used but not defined herein shall have the meanings given to them in the Commitment Letter to which this Term Sheet is attached, including the other Exhibits thereto. In the event any such capitalized term is subject to multiple or differing definitions, the appropriate meaning thereof in this Exhibit E shall be determined by reference to the context in which it is used.

The fair value of the assets of the Borrower and its subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise;

The present fair saleable value of the property of the Borrower and its subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;

The Borrower and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and

The Borrower and its subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital.

Credit Agreements to be defined and to include each of the Facilities.