CREDIT AGREEMENT

Execution Version

CREDIT AGREEMENT

among

CASTLE PINES CAPITAL LLC

as Administrative Agent

and

WELLS FARGO FOOTHILL, LLC

as Administrative Agent, Collateral Agent

and

CASTLE PINES CAPITAL LLC
AND THE OTHER LENDERS LISTED
ON THE SIGNATURE PAGES
HERETO

as Lenders

and

GTSI Corp.

as Reseller

May 27, 2009

TABLE OF CONTENTS

EXHIBITS

SCHEDULES

CREDIT AGREEMENT

In consideration of the mutual agreements herein and other sufficient consideration, the receipt and sufficiency of which are hereby acknowledged, GTSI Corp ., a Delaware corporation (“RESELLER”), Castle Pines Capital LLC , a Delaware limited liability company (as an individual administrative agent, or as a lender, as the context may require, “CPC”) and Wells Fargo Foothill, LLC , a Delaware limited liability company (in its capacity as the collateral agent for the benefit of Lenders, the “COLLATERAL AGENT,” in its capacity as an individual administrative agent, “WFF” and, together with CPC, “ADMINISTRATIVE AGENTS”), CPC as lender and the other lenders listed on Exhibit 3 and the signature pages hereto (and their respective successors and permitted assigns), as “LENDERS”, agree as follows:

1. Effective Date. This Credit Agreement (this “AGREEMENT”) is effective May 27, 2009.

2. Definitions; Rules of Construction.

3. Lenders’ Facilities . Subject to the terms and conditions hereof, and in reliance upon the Representations and Warranties:

3.1.1. Aggregate Amount . Subject to the limitations in Section 3.1.3 and subject to each of the other terms herein, each Lender agrees to make available to Reseller, from the Effective Date to the Termination Date, such Lender’s Pro-Rata Share of Revolving Loan Advances not to exceed, in the aggregate, the Revolving Loan Maximum Available Amount. Subject to the limitations in Section 3.1.3 and elsewhere herein, payments and prepayments that are applied to reduce the Aggregate Revolving Loan may be reborrowed through Revolving Loan Advances. Each Lender’s Revolving Loan Facility is its Pro-Rata Share of the Aggregate Revolving Loan Facility. Upon any reduction of the Aggregate Revolving Loan Facility Limit pursuant to this Agreement, each Lender’s Revolving Loan Facility will automatically reduce by such Lender’s Pro-Rata Share of such reduction of the Aggregate Revolving Loan Facility Limit.

3.1.2. Option for Extended Terms . At the election of Reseller upon providing one (1) Business Day’s notice and subject to the limits set forth in Section 3.1.1 , Revolving Loan Advances may be used to pay for Floorplanned Inventory on the Payment Due Date for such Floorplanned Inventory (each such Revolving Loan Advance may be referred to herein as an “EXTENDED PAY OUTSTANDING”). Specifically payment for identified Floorplanned Inventory (by Transaction Statement) cannot be designated beyond the Extended Payment Due Date.

3.1.3. Limitation on Revolving Loan Advances . No Revolving Loan Advance will be made which would result in the Aggregate Revolving Loans exceeding the Revolving Loan Maximum Available Amount and no Revolving Loan Advance will be made on or after the Termination Date. Lenders may, however, in their absolute discretion make such Revolving Loan Advances, but shall not be deemed by doing so to have increased the Revolving Loan Maximum Available Amount and shall not be obligated to make any such Revolving Loan Advances thereafter. The “REVOLVING LOAN MAXIMUM AVAILABLE AMOUNT” (which can be a negative number) on any date shall be a Dollar amount equal to the least of (a) the amount by which (i) the Aggregate Revolving Loan Facility Limit exceeds (ii) the sum of (A) the outstanding principal amount of the Swingline Loans, plus (B) the Letter of Credit Exposure, (b) the amount by which (i) the Total Facility Limit exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) the outstanding principal amount of the Swingline Loans, plus (D) the Letter of Credit Exposure, and (c) the amount by which (i) the Borrowing Base exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) the outstanding principal amount of the Swingline Loans, plus (D) the Letter of Credit Exposure, plus (E) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor Indebtedness). The maximum amount of the Swingline Loans on any date shall be Twenty-Five Million Dollars ($25,000,000) (the “MAXIMUM SWINGLINE AMOUNT”). Notwithstanding anything contained in this Agreement to the contrary, at no time may the Aggregate Floorplan Loans, Interim Floorplan Loans, Aggregate Revolving Loans (including Extended Pay Outstandings), Swingline Loans and the Letter of Credit Exposure exceed the Total Facility Limit.

3.1.4. Revolving Notes . At the request of a Lender, the obligation of Reseller hereunder to repay such Lender’s Revolving Loan shall be evidenced by a promissory note payable to the order of such Lender in a maximum principal amount equal to the amount of its Revolving Loan Facility and otherwise satisfactory to Administrative Agents.

3.1.5. Borrowing Base . The “BORROWING BASE” on any date shall equal the sum of:

(a) 85% of the total outstanding principal balance of all Eligible Accounts that are not Eligible Government Accounts, as certified in the Borrowing Base Certificate most recently furnished to Administrative Agents as required in Section 14.15.1.1 ; plus

(b) 90% of the total outstanding principal balance of all Eligible Government Accounts, as certified in the Borrowing Base Certificate most recently furnished to Administrative Agents as required in Section 14.15.1.1 ; plus

(c) 100% of the cost of the Floorplanned Inventory as certified in the Borrowing Base Certificate most recently furnished to Administrative Agents as required in Section 14.15.1.1 ; minus

(d) the aggregate amount of reserves against the Borrowing Base, if any, established by Administrative Agents pursuant to Section 3.1.7 .

3.1.6. Eligible Accounts . “ELIGIBLE ACCOUNTS” include all of Reseller’s Accounts other than the following, unless approved in writing by Administrative Agents in each case:

(a) any Account with respect to which Collateral Agent for the benefit of Lenders does not have a valid and enforceable, perfected Security Interest having a first priority;

(b) any Account which remains unpaid as of (i) 91 days after the original date of the applicable invoice, except the foregoing period shall be (ii) 121 days for any Eligible Government Account;

(c) without duplication, any Commercial Account of a single Account Debtor if 25% or more of the balances due on all Commercial Accounts of such Account Debtor are ineligible under clause (b)(i), above; provided that the above limitation in this clause (c) shall not apply with respect to Accounts owed by Lockheed Martin Corporation or any Subsidiary thereof (collectively, “LOCKHEED MARTIN”);

(d) without duplication, any Account of a single Account Debtor if 50% or more of the balances due on all Accounts of such Account Debtor are ineligible under clause (b)(ii), above; provided that the above limitation in this clause (d) shall not apply with respect to Accounts owed by the Office of Defense Finance and Accounting Service Agency of the United States Government;

(e) any Account of an Account Debtor that is a Subsidiary or an Affiliate of Reseller thereof or an employee, officer, director or manager of Reseller or any Subsidiary or Affiliate thereof, or, so long as neither is an Affiliate of Reseller for purpose of this clause (e), any Account of Eyak or Northtide, to the extent such Account when added to all other Accounts of Eyak and Northtide outstanding at any time exceeds $1,500,000;

(f) any Account, other than a Government Account, of an Account Debtor that does not maintain its chief executive office within the United States or Canada and any Account with respect to which the Account Debtor is the government of any foreign country or any municipality or other political subdivision thereof, or any department, agency, public corporation or other instrumentality thereof;

(g) any Account which is created from the rental or lease of any Inventory not owned by Reseller;

(h) any Account with respect to goods or services whose delivery or performance has been rejected, refused, or cancelled by the Account Debtor or whose earlier acceptance has been revoked;

(i) any Account arising from the delivery of goods or performance of services for which an invoice has not been sent to the Account Debtor within ten (10) Business Days after such delivery or performance (provided, with respect to services, the invoice shall be sent within ten (10) Business Days after the end of each month for services rendered in the prior month);

(j) any Account of an Account Debtor that is the subject of a bankruptcy or similar insolvency proceeding, has made an assignment for the benefit of creditors, has acknowledged that it is unable to pay its debts as they mature, or whose assets have been transferred to a receiver or trustee, or who has ceased business as a going concern;

(k) any Account of an Account Debtor whose obligation to pay the Account is conditional upon the Account Debtor’s approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a bill-and-hold basis (unless the Account Debtor has an absolute obligation to pay such Account pursuant to a written agreement, the Inventory associated with such Account is physically segregated from all other Inventory and appropriately reflected in Reseller’s books and records, and such Inventory is kept at premises owned or leased by Reseller; provided, however, the aggregate amount of all accounts which represent sales on a bill-and-hold arrangement included in Eligible Accounts shall not exceed $15,000,000), guarantied sale, sale-and-return, sale on approval (except with respect to Accounts in connection with which Account Debtors that are entitled to return Inventory solely on the basis of the quality of such Inventory) or consignment basis

(l) any Account of an Account Debtor (i) that has disputed liability or made any claim with respect to any other Account due from such Account Debtor, or that has any right of set-off against such Account (unless the Account Debtor is a Governmental Authority and such set-off right exists as a result of claims unrelated to the Account and arises out of a Law), or (ii) to which Reseller is indebted in any way (unless the Account Debtor (i) and Reseller have entered into an agreement acceptable to the Collateral Agent in which the related set-off rights of the Account Debtor have been waived or (ii) is a Governmental Authority and such indebtedness is unrelated to the Account and arises out of a Law), but in respect of either clause (i) or (ii) above, only to the extent of such disputed liability, claim, right of set-off or indebtedness;

(m) any Account subject to a chargeback from a volume discount or an advertising discount, but only to the extent of such chargeback or discount;

(n) Accounts with respect to which any of the representations, warranties, covenants and agreements contained in Section 12.31.1 are not or have ceased to be complete and correct or have been breached;

(o) any Account of an Account Debtor with respect to particular goods still in the possession of the creditor on the Account or included in Inventory of such creditor and against which the Account Debtor has filed a financing statement under the UCC or has obtained or purported to have obtained a Security Interest;

(p) any Account with respect to which any of the covenants and agreements contained in any of the Loan Documents or any of the Representations and Warranties are not or have ceased to be complete and correct or have been breached;

(q) any Account which is evidenced by a promissory note or other instrument or by chattel paper or which has been reduced to judgment;

(r) any Account which arises out of a sale or lease not made in the ordinary course of Reseller’s business;

(s) any Account (other than a Government Account) for which payment terms greater than net 30 days from the date of invoice are provided or permitted, any Government Account with payment terms greater than net 60 days from the date of invoice are provided or permitted;

(t) any Account (except as set forth in clause (u) below) owing from any supplier or Vendor of Reseller except to the extent and only to such extent any such Account is greater than the amounts then owing to any such Vendor by Reseller, subject in all cases to all other eligibility requirements contained herein;

(u) any Account owing from a supplier or Vendor of any Reseller under any rebate, subsidy, incentive or similar program, but only to the extent of the amount of such rebate, subsidy, incentive or similar program, unless such Account is otherwise acceptable to the Administrative Agents in their sole discretion;

(v) any Account owing to any Person other than Reseller;

(w) any Account arising from the leasing of Inventory which remains unpaid as of (i) 91 days after the original date of the applicable invoice, except the foregoing period shall be (ii) 121 days for any Eligible Government Account,

(x) with regard to any Account arising from the provision of services, such Accounts that (i) consist of progress billings (such that the obligation of the Account Debtors with respect to such Accounts is conditioned upon such Reseller’s satisfactory completion of any further performance under the agreement giving rise thereto), and (ii) is invoiced prior to the performance of the applicable services to the extent that such services have not yet been performed,

(y) any Account with respect to which, in whole or in part, a check or checks or other instruments for the payment of money (the face amount of which checks and instruments in the aggregate are in excess of 25% of the amount of the Account) have been received, presented for payment and returned uncollected for any reason until payment in good funds is made on such checks and instruments;

(z) any Account not owned by Reseller or which Reseller invoices or collects on behalf of any other Person other than Reseller;

(aa) any Account with respect to which (i) Reseller is prohibited by the Law of the state where the Account Debtor is located from bringing an action in the courts of that state to enforce such Account Debtor’s obligation to pay the Account; or (ii) Reseller has not taken all appropriate actions to ensure access to the courts of the state where the Account Debtor is located, including, where necessary, the filing of a Notice of Business Activities Report or other similar filing with the applicable state agency or the qualification by such Reseller as a foreign corporation authorized to transact business in such state, unless Reseller’s failure to make such filing may be cured retroactively under the Law of such states;

(bb) any Account as to which Administrative Agents have determined in their Permitted Discretion that the prospect of payment or collection thereof on a timely basis is impaired or the respective Account Debtor is uncreditworthy;

(cc) each Account that is not payable in Dollars;

(dd) any Account with respect to which the delivery of goods or performance of services is supported by a surety bond unless (i) the Account Debtor has delivered to Reseller an irrevocable letter of credit issued or confirmed by a bank satisfactory to Administrative Agents and payable only in the United States of America and in Dollars, sufficient to cover such Account, in form and substance satisfactory to Administrative Agents and if required by Collateral Agent, the original of such letter of credit has been delivered to Collateral Agent or Collateral Agent’s agent or (ii) such Account is subject to credit insurance payable to Administrative Agents issued by an insurer and on terms and in an amount acceptable to Administrative Agents;

(ee) other than a Government Account arising from payment made by a credit card, debit card or similar instrument issues, authorized or otherwise sponsored by a Government Authority, any Account arising from payment made by credit card, debit card or similar instrument; or

(ff) any Account owing by an individual.

In addition to the foregoing, and without limiting the foregoing eligibility requirements, with respect to all Accounts from Account Debtors which are Affiliates of each other (“SUBJECT ACCOUNTS”), to the extent such Subject Accounts are Eligible Accounts, the portion of such Subject Accounts (to the extent they are Eligible Accounts) in excess of 20% of the aggregate of all Eligible Accounts shall be deemed ineligible. The foregoing sentence is not applicable to the United States government and agencies thereof.

3.1.7. Modifications of Eligibility Criteria . Administrative Agents retain the right to (a) establish Contra Reserves; (b) from time to time, after reasonable notice to Reseller, establish reserves against the Borrowing Base in such amounts as Administrative Agents shall in the exercise of their Permitted Discretion deem necessary or appropriate, with respect to (i) wages owed to Reseller’s non-exempt employees pursuant to the Fair Labor Standards Act, as amended, (ii) material changes in the levels of price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Reseller’s business; (iii) material increases in dilution related to Accounts as determined in the most recent audit conducted by Administrative Agents (provided that, to the extent reserves have already been established under clause (ii) above relating to dilution, such reserves shall not be taken under this clause (ii), and provided further that the determination of a material increase in dilution shall be in Administrative Agents’ sole discretion) and (iv) slow moving Inventory; and (c) if a material adverse change in the value of the Collateral occurs that comprises the Borrowing Base, and, to the extent not already reflected in the computation of the Borrowing Base, to modify any standards of eligibility set forth in the definition of “Eligible Account” in Section 3.1.6 .

3.2.1. Floorplan Loan Facility Generally . Subject to the terms herein, each Lender shall, by funding such Lender’s Pro-Rata Share thereof as provided for herein, make available to Reseller such Lender’s Pro-Rata Share (as listed on Exhibit 3 ) of Floorplan Loan Advances not to exceed, in the aggregate, the Floorplan Loan Maximum Available Amount. The “FLOORPLAN LOAN MAXIMUM AVAILABLE AMOUNT” on any date shall be a Dollar amount equal to the amount by which (a) the Aggregate Floorplan Loan Facility Limit exceeds (b) the sum of (i) the Aggregate Revolving Loans (including the Extended Pay Obligations), plus (ii) the outstanding Swingline Loans, plus (iii) the Letter of Credit Exposure plus , (iv) the Interim Floorplan Loan Advances, plus (v) the Floorplan Loan Advances, plus (vi) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed among Administrative Agents and the holder(s) of such Other Creditor Indebtedness). Each Lender’s Floorplan Loan Facility is its Pro-Rata Share of the Aggregate Floorplan Loan Facility. All Floorplan Loan Advances for Floorplanned Inventory will be made directly to Approved Vendors and not to Reseller. Subject to the terms of this Agreement, payments and prepayments that are applied to reduce the Aggregate Floorplan Loans may be reborrowed through subsequent Floorplan Loan Advances, subject to the terms and conditions of this Agreement and the Loan

Documents. From and after the date on which Administrative Agents have actual knowledge of an Event of Default under Section 17.1.1 or under Section 17.1.11 , no further Approvals will be issued and, except with respect to unfunded Approvals for Floorplan Loan Advances issued prior to knowledge of such Event of Default, no further Floorplan Loan Advances shall be made. Each Lender shall be obligated to fund its Pro Rata Share of all Floorplan Loan Advances for Approvals once issued (except any Approvals issued contrary to the terms of the preceding sentence) regardless as to whether at the time of issuance there is an Existing Default or after the date of issuance of any Approval an Event of Default occurs. From and after the date on which Administrative Agents have actual knowledge of any other Event of Default, no further Approvals will be issued if CPC so chooses in its discretion to no longer issue Approvals or if Required Lenders direct CPC to no longer issue Approvals, and if CPC so chooses or Required Lenders so direct, except with respect to unfunded Approvals, no further Floorplan Loan Advances shall be made. The Floorplan Loan Facility will not be evidenced by promissory notes.

3.2.2. Interim Floorplan Loan Advances . To reduce the frequency of fundings of Floorplan Loan Advances by Lenders, but subject to the limitations in Section 3.2.4 and elsewhere herein, CPC may in its absolute discretion make Interim Floorplan Loan Advances for the account of and benefit of Reseller with respect to an Approval issued by CPC from time to time from the Effective Date, to the effective date of any termination of the Aggregate Floorplan Loan Facility. From and after the date on which Administrative Agents have actual knowledge of an Event of Default under Section 17.1.1 or under Section 17.1.11 , no further Interim Floorplan Loan Advances shall be made. From and after the date on which Administrative Agents have actual knowledge of any other Event of Default, at the sole discretion of Administrative Agents, no further Interim Floorplan Loan Advances shall be made. Subject to the limitations in Section 3.2.4 and elsewhere herein, payments and prepayments that are applied to reduce the Interim Floorplan Loan may be reborrowed for new Inventory purchases through Interim Floorplan Loan Advances. The Interim Floorplan Loan Facility will not be evidenced by promissory notes.

3.2.3. Terminations of Vendor Agreements.

(i) Upon termination of a Vendor Agreement or upon a material adverse change with respect to a Vendor Agreement, CPC may in its absolute discretion, cease to fund requests for Approvals and make Floorplan Loan Advances with respect to such Vendor (each, a “VENDOR TERMINATION”). If a Vendor Agreement is terminated by a Vendor, CPC agrees to provide written notice to Reseller of such termination within one Business Day of CPC’s receipt of such termination notice (each, a “PRE-TERMINATION NOTICE”) from the Vendor, and Reseller agrees that if there is no Existing Default, the provision to Reseller by CPC of the same period of pre-termination notice as provided to CPC by the applicable terminating Vendor shall be given and is reasonable and sufficient.

(ii) If a Vendor Termination occurs due to the termination of a Vendor Agreement by CPC, Reseller agrees that if there is no Existing Default, 60 days prior notice of such Vendor Termination shall be given and is reasonable and sufficient. During either notice period described above, CPC may make Interim Floorplan Loan Advances as provided in Section 3.2.2 , and Lenders will continue to fund Floorplan Loan Advances for Approvals (which have not been cancelled by CPC prior to the shipment of Inventory by the terminating Vendor) issued on or before the expiration of such notice period and in either case, repayment shall be in accordance with the applicable Transaction Statement and Monthly Billing Statement.

(iii) Reseller will not be relieved from any obligation to Administrative Agents or Lenders arising out of Floorplan Loans or Interim Floorplan Loans made before the effective termination date of the Vendor Termination or made after the effective termination date of the Vendor Termination in connection with Approvals issued on or before such effective termination date, which Approvals have not been cancelled by CPC prior to the shipment of Inventory by the terminating Vendor. Notwithstanding a termination of a Vendor Agreement as described above, Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until Reseller has indefeasibly paid all of the Loan Obligations in full in cash, all Letters of Credit have expired and the Letter of Credit Exposure is irrevocably reduced to zero.

3.2.4. Limitations on Interim Floorplan Loan Advances . The maximum amount of the Interim Floorplan Loan amount on any date shall be Twenty-Five Million Dollars ($25,000,000). Administrative Agents shall not be obligated to make any particular Interim Floorplan Loan Advance, the making of any particular Interim Floorplan Loan Advance at any particular time being absolutely discretionary. Administrative Agents will not without the prior consent (which may be written or oral) of each Lender, knowingly make any Interim Floorplan Loan Advance which would cause the aggregate amount of the Interim Floorplan Loan plus the Aggregate Floorplan Loan to exceed the limitations set forth herein as of the date immediately prior to the making of any such Interim Floorplan Loan Advance. Administrative Agents shall not be obligated to fund any Interim Floorplan Loan Advances after the effective date of termination of the Aggregate Floorplan Loan Facility or the Interim Floorplan Loan Facility.

3.2.5. Operation of Floorplan Loan Facility and Interim Floorplan Loan Facility . Subject to the terms of this Agreement, the Floorplan Loan Facility and Interim Floorplan Loan Facility may be used by Reseller from time to time to purchase Floorplanned Inventory from a Vendor approved by Administrative Agents in their sole and absolute discretion (each an “APPROVED VENDOR” and, collectively, the “APPROVED VENDORS”).

3.2.6. Floorplan Loan Approvals . Reseller and each Lender acknowledge and agree that: (i) CPC may issue Approvals on a date that is prior to the date of the funding of any Floorplan Loan Advance or Interim Floorplan Loan Advance that are based on such Approvals; (ii) once an Approval has been issued, then Administrative Agents may, and may require Lenders, to fund the related Advance at any time, notwithstanding (A) any Default or Event of Default that may arise on or prior to the date of any such Advance, (B) whether the Loan Obligations have been accelerated, (C) whether the Facilities have been terminated, or (D) whether any such Advance shall occur after the effective date of termination of the Aggregate Floorplan Loan Facility for an Approval issued on or prior to such date; and (iii) each Lender shall be obligated to fund its Pro-Rata Share of any such Advance once an Approval has been issued for such Advance and after receipt of an invoice by CPC from the applicable Approved Vendor regardless of whether such Advance has been funded by CPC. A request from an Approved Vendor (with respect to Reseller) to CPC to finance Floorplanned Inventory will be deemed to be a request from Reseller for a Floorplan Loan Advance or an Interim Floorplan Loan Advance, as the case may be.

3.2.7. Inventory not Available for Floorplan Loans and Interim Floorplan Loans . Only Approved Vendors will be eligible to receive proceeds of Aggregate Floorplan Loans and Interim Floorplan Loans for Floorplanned Inventory. Administrative Agents or Required Lenders may, at any time and with reasonable notice to Reseller, elect not to finance any inventory sold by particular Approved Vendors, including any Approved Vendors who are in default of their obligations to CPC or with respect to which CPC or Administrative Agents deem themselves reasonably insecure. Except with respect to Approvals issued by CPC on or before the effective date of the termination of the Aggregate Floorplan Loan Facility, Lenders shall not be obligated to fund any Floorplan Loan Advances after such date.

3.2.8. Repurchase Agreements . CPC has entered into agreements with Vendors who are expected to receive proceeds of the Aggregate Floorplan Loans and the Interim Floorplan Loans (each being a “VENDOR AGREEMENT” and collectively, the “VENDOR AGREEMENTS”). Neither Administrative Agents, CPC nor any Lender makes any representation or warranty regarding the Vendor Agreements, including regarding the enforceability thereof, whether any particular item of Inventory purchased by Reseller is subject to repurchase rights, or any repurchase rights that may be set forth therein. Each Lender and Reseller acknowledges and agrees that CPC may take or refrain from taking any actions under or in connection with the Vendor Agreements in CPC’s Permitted Discretion. No Vendor is a third party beneficiary of this Agreement or the other Loan Documents.

3.2.9. Floorplan Loan Pay Down Provision . Regardless of the payment terms pertaining to any Loans or anything contained in this Agreement to the contrary, if at the time of any determination, the sum of Reseller’s total outstanding Loan Obligations exceeds the Borrowing Base, Reseller will immediately pay to Administrative Agents the sum of such excess.

3.3.1. Swingline Advances . To reduce the frequency of fundings of Revolving Loan Advances by Lenders, but subject to the limitations in Section 3.3.3 and elsewhere herein, CPC may (provided an Advance Request in the form of Exhibit 7.13 is received by CPC) in its absolute discretion make Swingline Advances to Reseller from time to time from the Effective Date to the Termination Date. From and after the date on which Administrative Agents have actual knowledge of an Event of Default under Section 17.1.1 or Section 17.1.11 , no further Swingline Advances shall be made. Subject to the limitations in Section 3.3.3 and elsewhere herein, payments and prepayments that are applied to reduce the Swingline Loan may be reborrowed through Swingline Advances.

3.3.2. Termination of Swingline Facility . CPC may terminate the Swingline Facility at any time in its absolute discretion. If CPC terminates the Swingline Facility, Reseller agrees that no prior notice of any kind is required. Reseller will not be relieved from any obligation to CPC arising out of the Swingline Facility made before the effective termination date of the Swingline Facility. Notwithstanding a termination of the Swingline Facility, Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until Reseller has indefeasibly paid all of the Loan Obligations in full in cash, all Letters of Credit have expired and the Letter of Credit Exposure is irrevocably reduced to zero.

3.3.3. Limitations on Swingline Advances . CPC shall not be obligated to make any particular Swingline Advance, the making of any particular Swingline Advance at any particular time being absolutely discretionary. In any event, no Swingline Advance will be made on or after the Termination Date, and no Swingline Advance will be made which would result in the Swingline Loan exceeding the Maximum Swingline Amount. CPC may, however, in its absolute discretion make such Swingline Advances, but shall not be deemed by doing so to have increased the Maximum Swingline Amount and shall not be obligated to make any such Swingline Advance thereafter. CPC will not, without the prior consent (which may be written or oral) of each Lender, knowingly make any Swingline Advance which would cause the aggregate amount of the Aggregate Revolving Loan to exceed the Revolving Loan Maximum Available Amount as of such date immediately prior to the making of any such Swingline Advance. The Maximum Swingline Amount on any date for any Swingline Advance shall be a Dollar amount equal to the lesser of (a) Twenty-Five Million Dollars ($25,000,000) less the outstanding principal amount of any Swingline Loans and (b) the amount by which the Revolving Loan Maximum Available Amount as of such date exceeds the Aggregate Revolving Loans.

3.4.1. Subject to the terms and conditions set forth herein, Letter of Credit Issuer will issue standby letters of credit and commercial (documentary) letters of credit for the account of Reseller from time to time from the Effective Date to the Termination Date, but only if the Letter of Credit Exposure will not as a result of such issuance exceed the least of (a) Twenty-Five Million Dollars ($25,000,000), (b) the amount by which (i) the Aggregate Revolving Loan Facility Limit exceeds (ii) the sum of (A) the outstanding principal amount of the Aggregate Revolving Loans, plus (B) the outstanding principal amount of the Swingline Loans, (c) the amount by which (i) the Total Facility Limit exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) the outstanding principal amount of the Swingline Loans, plus (D) the outstanding principal amount of the Aggregate Revolving Loans, and (d) the amount by which (i) the Borrowing Base exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) the outstanding principal amount of the Aggregate Revolving Loans, plus (D) the outstanding principal amount of the Swingline Loans, plus (E) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor Indebtedness). At the request of Reseller, Letter of Credit Issuer together with the Administrative Agents and the Lenders will consider in their sole discretion, the increase of the Letter of Credit Exposure to an amount in excess of Twenty-Five Million Dollars ($25,000,000), provided that such increase shall not increase the Aggregate Revolving Loan Facility Limit.

3.4.2. On the Effective Date, Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender, and such other Lender shall be deemed to have purchased and received from Letter of Credit Issuer, a pro-rata undivided interest and participation in each Letter of Credit listed on Schedule 3.4.2 , the reimbursement obligation of Reseller with respect thereto, and any guaranty thereof or collateral therefor. After the Effective Date, immediately upon the issuance by Letter of Credit Issuer of a Letter of Credit in accordance with the terms and conditions of this Agreement, Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender, and such other Lender shall be deemed to have purchased and received from Letter of Credit Issuer, a pro-rata undivided interest and participation in such Letter of Credit, the reimbursement obligation of Reseller with respect thereto, and any guaranty thereof or collateral therefor. Each Lender’s (including Letter of Credit Issuer’s) pro-rata undivided interest shall be the same as its Pro-Rata Share of the Aggregate Revolving Loan Facility.

3.4.3. Subject to the terms below, the expiration date of any Letter of Credit will not be later than the earlier of (a) the first anniversary of the date of issuance or (b) a Business Day that is not later than the date which is 25 days prior to the Termination Date; provided , however, that the expiration date for a Letter of Credit may be later than such date if Letter of Credit Issuer and Administrative Agents each consent to such issuance and Reseller provides to Letter of Credit Issuer at the time of issuance cash collateral satisfactory to Letter of Credit Issuer and Administrative Agents as security for Reseller’s obligation to reimburse Letter of Credit Issuer for 105% of all draws and expenses thereunder (“CASH COLLATERAL”). The Cash Collateral is a part of the Collateral. Reseller agrees that (a) should Letter of Credit Issuer not qualify as a “Lender” upon the Effective Date, or (b) if a Letter of Credit has been issued and the Aggregate Revolving Loan Facility is subsequently terminated or the Letter of Credit Facility is subsequently terminated or a Termination Date will occur so that the expiry of such Letter of Credit(s) is beyond the Termination Date, then Reseller shall, (i) on the Effective Date in the case of clause (a) above, or (ii) within five Business Days prior to the Termination Date in the case of clause (b) above, provide Letter of Credit Issuer with Cash Collateral. In the case of clause (a) above, such Cash Collateral shall be released and refunded to Reseller on the date on which Letter of Credit Issuer becomes a Lender hereunder. Administrative Agents and Lenders shall be entitled to make one or more Revolving Loans to provide Cash Collateral if Reseller does not timely provide Cash Collateral and all such Revolving Loans shall be a part of the Loan Obligations secured by the Collateral. Letter of Credit Issuer shall hold Cash Collateral for the benefit of Lenders and Administrative Agents as security for the Letters of Credit and the other Loan Obligations in an account at Letter of Credit Issuer in the name of Letter of Credit Issuer.

3.4.4. Should Wells Fargo Bank, N.A., resign as Letter of Credit Issuer and should any subsequent Letter of Credit Issuer subsequently resign as a Lender under the terms of this Agreement, then such Letter of Credit Issuer shall also resign as Letter of Credit Issuer and all Letter of Credit obligations then outstanding shall be assumed by Wells Fargo Bank, N.A. and Wells Fargo Bank, N.A. shall thereafter become Letter of Credit Issuer.

3.5.1. At any time there is an Existing Default irrespective of any provision in this Agreement to the contrary, Administrative Agents or Required Lenders may terminate the Facilities, accelerate the Loan Obligations or take such other actions as they may be permitted to take hereunder (including under Section 17.3 ), the other Loan Documents or at law or in equity. Notwithstanding a termination, Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until Reseller has indefeasibly paid all of the Loan Obligations in full in cash, all Letters of Credit have expired and the Letter of Credit Exposure is irreversibly zero.

3.5.2. Reseller may, at any time, elect to terminate the Facilities, provided that Reseller pays to Administrative Agents, for the ratable benefit of Lenders (a) the outstanding principal amount of the Loans (b) all interest accrued hereunder with respect to the Loans, if any, to the date set for termination, plus (c) a prepayment fee equal to $410 times the number of days from and including the date set for termination to and including the second anniversary of the Effective Date.

Notwithstanding a termination, Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until Reseller has indefeasibly paid all of the Loan Obligations in full in cash, all Letters of Credit have expired and the Letter of Credit Exposure is irreversibly zero. Notwithstanding the foregoing, if CPC’s relationship is terminated with an Approved Vendor such that Reseller may no longer obtain Floorplan Loan Advances with respect to such Approved Vendor, then Reseller shall not be obligated to pay the foregoing prepayment fee if within 60 days of the termination of the relationship between CPC and such Approved Vendor, Reseller elects to terminate the Facilities and make all payments required by this Section (other than the prepayment fee) within 60 days after such election to terminate.

3.5.3. If the Facilities are not sooner terminated as contemplated by this Agreement, then, notwithstanding anything contained in this Agreement to the contrary, the Facilities shall automatically terminate on the Termination Date (defined below) unless no fewer than 60 days prior to the Termination Date, Administrative Agents, Reseller, and all of Lenders affirmatively agree in writing, in each of their respective sole and absolute discretion, to renew the Facilities for an additional 365-day period on the terms and conditions contained herein (a “RENEWAL”). If no Renewal has occurred, “TERMINATION DATE” means the earlier of: (a) the termination of the Facilities by Administrative Agents or Required Lenders pursuant to the provisions of Section 3.5 , or (b) the second anniversary of the Effective Date, provided that if one or more Renewals have occurred, “TERMINATION DATE” means the earlier of the termination of the Facilities by Administrative Agents or Required Lenders and the date which is the last day of the 365-day period for which the Facilities were extended pursuant to the Renewal which occurred the latest. None of Administrative Agents nor any Lender shall be obligated to provide Reseller notice (written or oral) of a Termination Date. If written evidence of a Renewal is not executed by Administrative Agents, all of Lenders and Reseller as required herein, then this Agreement and the Loan Documents shall terminate on the Termination Date without further action or notice by any Party.

4. Interest; Yield Protection.

4.3.1. Indebtedness under each Transaction Statement shall bear interest at the rate specified in, and shall be payable in accordance with, the Monthly Billing Statement. After the occurrence and during the continuation of an Event of Default, Indebtedness under each Transaction Statement shall bear interest at the Default Rate.

4.3.2. Reseller, Administrative Agents and each Lender agree that certain financial terms of any Floorplan Loan Advance or Interim Floorplan Loan Advance made under this Agreement, whether regarding interest rates, other fees, maturities, or other financial terms, are not set forth herein because such terms depend, in part, upon the availability of Vendor discounts, payment terms or other incentives, prevailing economic conditions, Administrative Agents or CPC’s floor planning volume with Reseller and with Reseller’s Vendors, and other economic factors which may vary over time. Reseller, Administrative Agents and each Lender further agree that it is therefore in their mutual best interest to set forth in this Agreement only the general terms of the Floorplan Loan Facility and the Interim Floorplan Loan Facility. Upon agreeing to finance a particular item of inventory for Reseller, CPC will send Reseller a Transaction Statement identifying such Inventory and the Payment Due Date (each being a “TRANSACTION STATEMENT”). CPC may, without the consent of Lenders or Required Lenders, change any aspect or portion of any Transaction Statement. Unless Reseller notifies Administrative Agents in writing of any objection within 15 days after a Transaction Statement is mailed or sent electronically to Reseller: (a) the amount shown on such Transaction Statement will be an account stated; (b) Reseller will have agreed to all terms shown on such Transaction Statement; (c) Reseller will have agreed that Administrative Agents are financing the items of Inventory referenced in such Transaction Statement at Reseller’s request; and (d) such Transaction Statement will be incorporated herein by reference, will be made a part hereof as if originally set forth herein, and will constitute an addendum hereto. If Reseller objects to the terms of any Transaction Statement, Reseller agrees to pay Administrative Agent for such Inventory in accordance with the most recent terms for similar Inventory to which Reseller has not objected (or, if there are no prior terms, at the lesser of the Prime Rate plus two percent (2.0%) per annum or at the maximum lawful contract rate of interest permitted under Law).

4.3.3. Reseller will pay to CPC the interest (on the Interim Floorplan Loan) for its own account and to CPC (on the Aggregate Floorplan Loan) for its own account on the outstanding principal amount of the Interim Floorplan Loans and the Aggregate Floorplan Loans, respectively, at the rate(s) and in the amount(s) shown on the applicable Transaction Statement, or if Reseller objects thereto, then in such amount(s) as provided in Section 4.3.2 . All interest due and owing as set forth in the Monthly Billing Statement shall be retained by CPC for its own account (on the Interim Floorplan Loans and on the Aggregate Floorplan Loans). Except for volume purchase discounts provided to Reseller by a Vendor, all discounts and subsidies from a Vendor shall be for the sole account of CPC. Principal received by Administrative Agents from Reseller on the Aggregate Floorplan Loans will be paid to Lenders as set forth in Section 18.10 . The interest shown in each Monthly Billing Statement will: (a) be computed based on a 360 day year; (b) be calculated by multiplying the Daily Charge (as defined below) by the actual number of days in the applicable billing period; and (c) accrue from the Payment Due Date until Administrative Agents receive full payment as provided in this Agreement for each item of such Collateral. The “DAILY CHARGE” is the product of the Daily Rate (as defined below) multiplied by the Average Daily Balance (as defined below). The “DAILY RATE” is the quotient of the annual rate shown in the Monthly Billing Statement divided by 360. The “AVERAGE DAILY BALANCE” is the quotient of (a) the sum of the outstanding principal under the Aggregate Floor Plan Facility plus the Interim Floorplan Loan Facility on each day of a billing period for each item of Collateral identified on a Transaction Statement or in the Monthly Billing Statement, divided by (b) the actual number of days in such billing period. With respect to the Interim Floorplan Loans and the Floorplan Loans, the annual interest rate relating to any item of Collateral financed thereby will be calculated from the Payment Due Date, regardless of any period during which any finance charge subsidy shall be paid or payable by any third party.

4.3.4. On a monthly basis, CPC will send Reseller a billing statement identifying principal financed plus accrued interest, due to Administrative Agents on the Interim Floorplan Loans and to CPC, as a Lender, on the Floorplan Loan Facility (the “MONTHLY BILLING STATEMENT”). Except as otherwise provided in a Monthly Billing Statement, the charges specified in each Monthly Billing Statement will be due and payable on the Payment Due Date in accordance with the terms of such Monthly Billing Statement

All Extended Pay Outstandings shall be deemed to be Revolving Loan Advances hereunder. The Initial Advance and each Revolving Loan Advance or any part of a Revolving Loan Advance shall be a LIBOR Rate Advance. Each LIBOR Rate Advance when made will be a LIBOR Rate Loan that bears interest at the LIBOR Rate.

(i) Administrative Agents, Reseller and each Lender acknowledge and agree that the rate of return paid on any Floorplan Loan or Interim Floorplan Loan is dependent on numerous factors, including discounts and subsidies offered by Vendors. Accordingly, Administrative Agents, Reseller and each Lender agrees that due to the difficulty in determining the actual rate of return on any particular Floorplan Loan or Interim Floorplan Loan or with respect to any particular invoice underlying any such Loan Lenders (other than CPC) will be paid the interest rate specified in this Agreement. With respect to each Lender (other than CPC), CPC shall pay to each Lender interest on each Floorplan Loan Advance for such Lender based on the interest rates set forth in Section 4.6 and 4.7 and, if applicable, 4.10 , and as provided in Section 6.1.1 from the date of funding by such Lender to CPC of its Pro-Rata Share of such Floorplan Loan Advance to the Payment Due Date. Each Floorplan Loan Advance or any part of a Floorplan Loan Advance owing to a Lender (other than CPC) shall be considered a LIBOR Rate Loan for interest rate calculation purposes.

(ii) After the Payment Due Date with respect to each Advance, after the Termination Date (to the extent interest remains owing) or upon the occurrence and during the continuance of any other Event of Default, and subject to clause (iii) below, Administrative Agents shall distribute interest to each Lender (including CPC as a Lender) out of cash or good collected funds representing interest due by Reseller, each Lender’s Pro Rata Share.

(iii) If any Lender is a Defaulting Lender (as defined in Section 7.8.1 ) and such default continues for more than two Business Days, then for as long as such Lender is a Defaulting Lender, the Advance so funded by Administrative Agents shall constitute a special class of Advances hereunder (the “DEFAULTED ADVANCES”), and (a) such Defaulting Lender shall cease to be entitled to receive any interest payable by CPC pursuant to clause (i) hereof or distributable by Administrative Agents pursuant to clause (ii) hereof with respect to such Defaulted Advances, and (b) in addition to the rights of Administrative Agents set forth in Sections 7.8.1 and 7.8 3 , any interest payable by CPC or collected by Administrative Agents thereafter, shall be applied first to repayment in full of the Defaulted Advances before application of such Collections and other monies to any other Advances.

4.10.1. Any and all payments by Reseller to or for the account of any Lender or Administrative Agents hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all current or future Taxes, excluding , in the case of each Lender and each Administrative Agent, (a) Taxes imposed on its income by any Governmental Authority, and (b) franchise Taxes imposed on it, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Lender (or its Applicable Lending Office) or such Administrative Agent (as the case may be) is organized or any political subdivision thereof. If Reseller shall be required by Law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender or an Administrative Agent, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) such Lender or such Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made, (b) Reseller shall make such deductions, (c) Reseller shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Law, and (d) Reseller shall furnish to Administrative Agents, at the common notice address referred to herein, the original or a certified copy of a receipt evidencing payment thereof.

4.10.2. In addition, Reseller agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as “IMPOSITIONS”), except income and franchise Taxes imposed by any Governmental Authority referred to in Section 4.11.1 .

4.10.3. Reseller agrees to indemnify each Lender and each Administrative Agent for the full amount of Taxes and Impositions (including any Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section) that are required to be paid by Reseller hereunder but are paid by such Lender or such Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto; provided, however, that neither Administrative Agent nor any Lender shall have any obligation to pay any such Taxes, Impositions or other liability.

4.10.4. Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by Reseller or Administrative Agents (but only so long as such Lender remains lawfully able to do so), shall provide Reseller and Administrative Agents with (a) Internal Revenue Service form W-8BEN or W-8ECI, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding Tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, (b) Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form prescribed by the Internal Revenue Service, and (c) any other form or certificate required by any Governmental Authority (including any certificate required by Code Sections 871(h) and 881(c)), certifying that such Lender is entitled to an exemption from or a reduced rate of Tax on payments pursuant to this Agreement or any of the other Loan Documents.

4.10.5. For any period with respect to which a Lender has failed to provide Reseller and Administrative Agents with the appropriate form pursuant to Section 4.11.4 (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification under this Section 4.11 with respect to Taxes imposed by or within the United States; provided , however , that should a Lender, which is otherwise exempt from or subject to a reduced rate of withholding Tax, become subject to Taxes because of its failure to deliver a form required hereunder, Reseller shall take such action as such Lender shall reasonably request to assist such Lender to recover such Taxes.

4.10.6. If Reseller is required to pay additional amounts to or for the account of any Lender or Administrative Agents pursuant to this Section, then such Lender or the affected Administrative Agent will agree to use reasonable efforts to change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the Permitted Discretion of such Lender or such Administrative Agent, as the case may be, is not otherwise disadvantageous to such Lender or such Administrative Agent, as the case may be. Each Lender agrees, with respect to the provisions of this Section 4.11 , to treat Reseller in a manner substantially similar to that of its other similarly situated customers.

4.10.7. Within 30 days after the date of any payment of Taxes described in this Section 4.11 , Reseller shall furnish to Administrative Agents the original or a certified copy of a receipt evidencing such payment.

4.10.8. Without prejudice to the survival of any other agreement of Reseller hereunder, the agreements and obligations of Reseller contained in this Section shall survive the termination of the Facilities and the indefeasible payment in full of the Loan Obligations.

4.11.1. If, after the date hereof, any Lender or Administrative Agent shall have reasonably determined that the adoption after the date hereof of any Law regarding capital adequacy or any change after the date hereof therein or in the interpretation or administration thereof after the date hereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand Reseller shall pay to such Lender such additional amount or amounts as will reasonably compensate such Lender for such reduction.

4.11.2. Each Lender shall promptly notify Reseller and Administrative Agents of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the Permitted Discretion of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section shall furnish to Reseller and Administrative Agents a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Each Lender agrees, with respect to the provisions of this Section, to treat Reseller in a manner substantially similar to that of its other similarly situated customers.

5. Fees.

6. Payments.

6.1.1. Interest.

6.1.1.1. Revolving Loans/Extended Pay Outstandings . Reseller shall pay to Administrative Agents for their own account and the account of Lenders interest accrued on each Aggregate Revolving Loan, and to CPC for its own account interest accrued on the Swingline Loan monthly in arrears beginning on the second Business Day of the first month beginning after the Effective Date and continuing on the second Business Day of each month thereafter, and on the Termination Date. Reseller shall pay interest accrued on each Revolving Loan and the Swingline Loan after the Termination Date at the Default Rate. Reseller shall pay to Administrative Agents for their own account and the account of Lenders interest on each Extended Pay Outstanding on the Extended Payment Due Date with respect to each such Extended Pay Outstanding. Subject to the terms of this Agreement, interest on the Revolving Loans and the Extended Pay Outstanding payable to Lenders shall be distributed by Administrative Agents monthly in arrears beginning on the second Business Day of the first month after the Effective Date and continuing on the second Business Day of each month thereafter, and on the Termination Date.

6.1.1.2. Floorplan Loans . CPC will send to Reseller a Monthly Billing Statement describing all interest accrued on the Aggregate Floorplan Loans and the Interim Floorplan Loans. Subject to the terms of Sections 4.3 and 4.5 and elsewhere in this Agreement, interest on the Floorplan Loans payable to Lenders, other than CPC shall be distributed by Administrative Agents monthly in arrears (with the right of set off in favor of Administrative Agents and CPC as set forth in Section 4.5 ) beginning on the second Business Day of the first month after the Effective Date and continuing on the second Business Day of each month thereafter, and on the Termination Date.

6.1.1.3. Revolving Loan Advances to pay Interest and Principal Obligations. Reseller hereby authorizes Administrative Agents to, at their option, deem principal or interest then due and payable by Reseller under this Agreement to be paid by causing Lenders to make Revolving Loans to Reseller in such amount(s). The Administrative Agents agree to give Reseller prompt written notice of any amount so charged to any Revolving Loan made by the Lenders pursuant to this Section 6.1.1.3 . Upon request by the Administrative Agents, Reseller shall promptly deliver a Borrowing Base Certificate in compliance with Section 14.15.1.1 .

6.1.2. Principal

6.1.2.1. Revolving Loans . Reseller shall, and shall cause each other Covered Person to, direct all Account Debtors to remit payments on their Accounts to one or another lockboxes maintained at financial institutions acceptable to Administrative Agents, each under a lockbox agreement with each such financial institution satisfactory to Administrative Agents (collectively, the “LOCKBOXES”) with all payments received in any such Lockboxes being deposited into an account at such financial institution (all such accounts that may exist from time to time, are collectively referred to as the “BLOCKED ACCOUNTS”). Each of the Blocked Accounts and Lockboxes shall be blocked in favor of Administrative Agents pursuant to one or more agreements satisfactory to Administrative Agents. Reseller hereby assigns and grants to Collateral Agent for the benefit of Lenders, a Security Interest which shall at all times have a first priority position in any and all Blocked Accounts and Lockboxes and other deposit accounts, including all operating accounts, as security for payment and performance of the Loan Obligations. Each of the Parties acknowledges and agrees that without further consent by Reseller or any financial institution where the Blocked Accounts are located, only Administrative Agents shall have the right, power and authority, which right, power and authority is irrevocable, to demand, collect, withdraw, receipt for or sue for all amounts that enter the Lockboxes and the Blocked Accounts, and each such financial institution will follow only the directions or instructions of Administrative Agents (including directions or instructions to transfer amounts or funds out of the Lockboxes and the Blocked Accounts) with respect to the Lockboxes and the Blocked Accounts, the contents thereof, and all proceeds thereof. All payments received in the Lockboxes, Blocked Accounts and other proceeds of Collateral and other funds (including credit card receipts) Reseller receives directly (other than from Floorplan Loan Advances, Interim Floorplan Loan Advances, Revolving Loan Advances and Swingline Advances), shall be paid to Administrative Agents, as payment on the Advances, as provided for herein.

(a) Subject to Section 6.1.2.1(b) , payments shall be paid or applied by Administrative Agents (in each case up to the outstanding principal amount of the applicable Loan) (i) first, to reduce the Swingline Loan to zero, (ii) second, to the extent of any excess, for the account of each Lenders pro rata, to reduce the Aggregate Revolving Loans or Extended Pay Outstandings of each Lender and (iii) third, if there is no Existing Default to distribute to Reseller, but if there is an Existing Default then retained by Administrative Agents until same may be applied as provided herein (without any obligation to pay Reseller interest on such funds) or, if there is an Existing Default, distributed by Administrative Agents to the other Lenders after consultation by Administrative Agents with the other Lenders. To the extent that monies have been distributed by Administrative Agents to Reseller pursuant to Section 6.1.2.1(a)(iii ) above, on a date payment(s) are owed by Reseller with respect to Interim Floorplan Loans and the Aggregate Floorplan Loans, Reseller shall remit all such payments to Administrative Agents, which payments shall be applied by Administrative Agents, first, to the Interim Floorplan Loans then due of Administrative Agents and, thereafter, to the Aggregate Floorplan Loans then due of Lenders, as applicable.

(b) Prior to 12:00 p.m. (Local Time) on Thursday of each calendar week (a “SETTLEMENT DATE”), based on funds collected pursuant to Section 6.1.2.1 as of 3:00 p.m. (Local Time) on the Business Day immediately preceding such Settlement Date (under all circumstances, including during the existence of any Event of Default), each Lender shall, to the extent it does not hold its Pro-Rata Share of the funded portion of the outstanding Aggregate Floorplan Loans (including any amounts for which an Approval has been issued), and Aggregate Revolving Loans, but excluding any Swingline Loan or Interim Floorplan Loan (which will be settled to zero as a part of the settlement), purchase from or sell to one or more other Lenders, at par, which may occur by a funding through Administrative Agents, that portion of its Loans as is necessary for it to thereafter hold its Pro-Rata Share of the funded portion of the outstanding Aggregate Floorplan Loans and Aggregate Revolving Loans. In order that the foregoing settlement among Lenders can be effected on each Settlement Date, Administrative Agents shall, on or before 10:00 a.m. (Local Time) on such Settlement Date, (i) notify each Lender who shall purchase a Loan, of the principal amount of the Loan to be purchased, and each Lender shall make immediately available to Administrative Agents by 12:00 p.m. (Local Time) on such Settlement Date funds consisting solely of Dollars in the amount of such principal amount of the Loan to be purchased in accordance with such remittance instructions as may be given by Administrative Agents to Lenders from time to time, and (ii) notify each Lender who shall sell a Loan, of the principal amount of the Loan to be sold, and the Administrative Agents shall make immediately available to such selling Lenders by 12:00 p.m. (Local Time) on such Settlement Date, to the extent provided by purchasing Lenders, funds consisting solely of Dollars in the amount of such principal amount of the Loan to be sold in accordance with such remittance instructions as may be given by Lenders to the Administrative Agents from time to time.

6.1.2.2. Administrative Agents may, at any time, in their sole discretion, cause the Settlement Date to occur more frequently, including each Business Day of each week. Administrative Agents shall notify each Lender that a given Business Day shall be a Settlement Date by no later than 1:00 p.m. (Local Time) on the Business Day immediately preceding any such date; provided, however, if the Settlement Date occurs more frequently than once a week, then once Administrative Agents give such notice, no further notices shall be required.

6.3.1. Voluntary Prepayments . Subject to the limitations in the following sentences, except for mandatory prepayments and funds received by Administrative Agents as contemplated by Section 6.1 , Reseller may wholly prepay any Loan that is included in the Aggregate Revolving Loan or the Swingline Loan, or prepay any Floorplan Loan or Interim Floorplan Loan, at any time and may make a partial prepayment thereon from time to time, without penalty or premium if Reseller pays any amount that is due as a consequence of the prepayment as otherwise provided for in this Agreement. All such prepayments, unless otherwise expressly stated in writing by Reseller to Administrative Agents prior to the making of such prepayment, will be deemed made on the Swingline Loan until it is reduced to zero, thereafter to the Aggregate Revolving Loan until it is reduced to zero, and thereafter to the Interim Floorplan Loan if due until it is reduced to zero, thereafter to the Aggregate Floorplan Loan if due until it is reduced to zero, and (with, in each case, the payment of any and all penalties and premiums due hereunder in connection therewith), and will be applied by Lenders to reduce the Revolving Loans and the Floorplan Loans, as appropriate, in accordance with their respective Pro-Rata Shares.

6.3.2. Mandatory Prepayments.

6.3.2.1. Revolving Loans/Extended Pay Outstandings. If at any time the Aggregate Revolving Loans plus Swingline Loans exceed the Revolving Loan Maximum Available Amount (which can be a negative number), whether as a result of optional Swingline Advances made by Administrative Agents as contemplated by Section 3.3.3 , Extended Pay Outstandings or otherwise, Reseller shall on demand by Administrative Agents in their discretion (or Administrative Agents shall as directed by Required Lenders), make a payment in the amount of the difference to Administrative Agents for the account of Administrative Agents on the Swingline Loan and Lenders on the Aggregate Revolving Loans, including any Extended Pay Outstandings. Each such prepayment will be applied by Administrative Agents and Lenders first to reduce the Swingline Loan until it is reduced to zero, then to reduce the Aggregate Revolving Loans, including any Extended Pay Outstandings (and consequently a ratable portion of each Lender’s Revolving Loans).

6.3.2.2. Floorplan Loan Facility. On any date that the Interim Floorplan Loans plus the Aggregate Floorplan Loans exceed the Floorplan Loan Maximum Available Amount, then Reseller shall, on such date, after demand by Administrative Agent in its discretion (or Administrative Agents shall as directed by Required Lenders), pay such excess to Administrative Agents for the pro-rata benefit of Lenders and failure to pay such excess on such date shall be an immediate Event of Default.

6.3.3. Other Mandatory Prepayments.

6.3.3.1. Proceeds from Sales of Assets . If any Covered Person sells any of its assets in a single transaction or related series of transactions that are not in the ordinary course of business, Reseller shall make a payment to Administrative Agents for the benefit of Lenders in the amount of the gross proceeds therefrom less the sum of (a) (i) all amounts paid to the holders of Indebtedness secured by Permitted Encumbrances that have a first priority security position, (ii) reasonable selling expenses and (iii) the increment in federal, state and local income Taxes, if any, and applicable transfer Taxes, if any, payable as a consequence of such sale. Notwithstanding the foregoing, Reseller need not make such prepayment unless the net proceeds from such sale or sales exceed $2,000,000 in the aggregate in any calendar year, in the aggregate for all Covered Persons, and (b) none of the proceeds from the sale or sales of Reseller’s membership interest in Eyak shall be payable to Administrative Agents as provided above in this Section 6.3.3.1 .

6.3.3.2. Proceeds from Sale of Securities or Indebtedness . If after the Execution Date, Reseller issues any equity (except equity issued in connection with stock splits or options listed or referenced on Disclosure Schedule 6.3.3.2 , or dividends payable in stock) or debt securities, or warrants or options therefor, or otherwise incur any Indebtedness other than Permitted Indebtedness, Reseller shall promptly, but in any event within two Business Days after such sale, make a payment to Administrative Agents for the benefit of Lenders, based on each Lender’s Pro-Rata Share, to be applied to the Loan Obligations, in an aggregate amount equal to the gross proceeds therefrom less reasonable brokers’ and underwriters’ fees and commissions and other reasonable issuing expenses.

6.3.3.3. Insurance Proceeds . All Insurance Proceeds shall be applied by Administrative Agents to the Loan Obligations.

Every prepayment under this Section that is required to be applied to reduce the Aggregate Revolving Loan shall be distributed by Administrative Agents to Lenders in accordance with their Pro-Rata Shares of the Aggregate Revolving Loan Facility and applied by Lenders to reduce their Revolving Loans in accordance with their respective Pro-Rata Shares of the Aggregate Revolving Loan Facility. If application to the Revolving Loans of any prepayment required under this Section reduces the Revolving Loans (and consequently the Aggregate Revolving Loan) to zero, then unless otherwise agreed among Reseller and Administrative Agents, the remaining amount of such prepayment shall be applied by Lenders to reduce the Floorplan Loans then due and payable under the applicable Transaction Statement to zero (and consequently the Aggregate Floorplan Loan); thereafter any remaining funds shall be remitted to Reseller.

6.5.1. Payment Requirement . Unless expressly provided to the contrary elsewhere herein, Reseller shall make each payment on the Loan Obligations to Administrative Agents for the account of Lenders (based on each Lender’s Pro-Rata Share) as required under the Loan Documents at the Applicable Lending Office of Administrative Agents on the date when due, without deduction, set-off or counterclaim. All such payments will be distributed by Administrative Agents to Lenders as provided in Section 18.10 for application to the Loan Obligations as provided herein.

6.5.2. Application of Payments and Proceeds . All immediately available funds collected pursuant to Section 6.1.2.1 at or before 9:30 a.m. (Local Time) on a Business Day excluding a Settlement Date, will be distributed by Administrative Agents as provided in Section 6.1.2.1(a ) and (b) . Such funds received on a day that is not a Business Day, or if on a Business Day, after 9:30 a.m. (Local Time), will be deemed received on the immediately following Business Day, and distributed by Administrative Agents on a Settlement Date as provided in Section 18.10 . The amount so distributed to a Lender will be applied by such Lender to the relevant Loan Obligation on the Business Day when received. Reseller will also pay to Administrative Agents, for their own account, such fees as Administrative Agents generally charge their customers for each check returned unpaid for insufficient funds (an “NSF CHECK”) (such payment repays Administrative Agents’ estimated administrative costs; it does not waive any Default or Event of Default caused by the NSF check).

6.5.3. Interest Calculation . Interest shall begin accruing, and be owing and payable on an Advance on the day such Advance is made by a Lender to Administrative Agents. Section 6.5.2 notwithstanding, for purposes of interest calculation only, (a) a payment by check, draft or other instrument received at or before 10:00 a.m. (Local Time) on a Business Day shall be deemed to have been applied to the relevant Loan Obligation on the second following Business Day, (b) a payment by check, draft or other instrument received on a day that is not a Business Day or after 10:00 a.m. (Local Time) on a Business Day shall be deemed to have been applied to the relevant Loan Obligation on the third following Business Day, (c) a payment by ACH (Automatic Clearing House) received at or before 8:00 a.m. (Local Time) on a Business Day shall be deemed to have been applied to the relevant Loan Obligation on the Business Day when it is received, (d) a payment by ACH received on a day that is not a Business Day or after 8:00 a.m. (Local Time) on a Business Day shall be deemed to have been applied to the relevant Loan Obligation on the following Business Day following the date of receipt, (e) a payment in cash received at or before 10:00 a.m. (Local Time) on a Business Day shall be deemed to have been applied to the relevant Loan Obligation on the Business Day when it is received, (f) a payment in cash received on a day that is not a Business Day or after 10:00 a.m. (Local Time) on a Business Day shall be deemed to have been applied to the relevant Loan Obligation on the next Business Day following receipt, (g) a payment by wire transfer received at or before 10:00 a.m. (Local Time) on a Business Day shall be deemed to have been applied to the relevant Loan Obligation on the Business Day received, (h) a payment in cash or by wire transfer received on a day that is not a Business Day or after 10:00 a.m. (Local Time) on a Business Day shall be deemed to have been applied to the relevant Loan Obligation on the Business Day following receipt, (i) a payment received in the Lockboxes at or before 10:00 a.m. (Local Time) on a Business Day shall be deemed to have been applied to the relevant Loan Obligation on the next Business Day following receipt, and (j) a payment received in the Lockboxes on a day that is not a Business Day or after 10:00 a.m. (Local Time) on a Business Day shall be deemed to have been applied to the relevant Loan Obligation on the second Business Day following receipt. Payments on the Aggregate Floorplan Loan or Interim Floorplan Loan that are funded by Revolving Loan Advances shall be deemed to be made on the Aggregate Floorplan Loan or Interim Floorplan Loan for interest calculation purposes on the day made.

7. Procedure for Obtaining Advances.

7.4.1. CPC may in its absolute discretion on any Business Day give notice to Lenders of the amount of the Swingline Loan or Interim Floorplan Loan after application of all payments to be applied thereto as provided elsewhere herein. Such notice shall be given no later than Noon (Local Time) and may include a demand that the Swingline Loan or the Interim Floorplan Loan be fully paid. If CPC demands that the Swingline Loan or the Interim Floorplan Loan be fully paid, then prior to 1:00 p.m. (Local Time) on such date, Lenders shall remit funds to CPC sufficient to reduce the Swingline Loan or the Interim Floorplan Loan to zero. The aggregate of such remittances shall be treated, respectively, as a Revolving Loan Advance and the Aggregate Revolving Loan increased accordingly (in the case of payments on the Swingline Loan) and as a Floorplan Loan Advance and the Aggregate Floorplan Loan increased accordingly (in the case of payments on the Interim Floorplan Loan). Each such remittance by a Lender shall be made in accordance with its Pro-Rata Share of the Aggregate Revolving Loan Facility or the Floorplan Loan Facility and shall be made notwithstanding that (a) the amount of the aggregate of such remittances by Lenders may not be in the minimum amount for Revolving Loan Advances otherwise required hereunder, (b) any conditions to Advances in Section 10 may not be then satisfied, (c) there is an Existing Default, (d) the aggregate amount of such remittances by Lenders would result in the Aggregate Revolving Loan exceeding the Revolving Loan Maximum Available Amount, or (e) such remittances by Lenders may be made after the Termination Date; provided, however, that in no event shall any Lender be required to make any such remittance that would result in the sum of (i) the Revolving Loan of such Lender, plus (ii) such Lender’s Pro-Rata Share of the Letter of Credit Exposure exceeding such Lender’s Revolving Loan Facility.

7.4.2. If for any reason, including the commencement of a proceeding in bankruptcy with respect to Reseller, remittances by Lenders as provided above cannot be made on the date otherwise required above, then each Lender shall be deemed automatically to have purchased from CPC as of such date an undivided interest and participation in the Swingline Loan and the Interim Floorplan Loan equal to such Lender’s Pro-Rata Share, so as to cause such Lender to share in the Swingline Loan and the Interim Floorplan Loan in accordance with its Pro-Rata Share. Each Lender shall remit its Pro-Rata Share of the Swingline Loan and the Interim Floorplan Loan to CPC promptly on demand. All interest payable with respect to such Lender’s Pro-Rata Share of the Swingline Loan and the Interim Floorplan Loan shall be for the account of CPC to the date such remittance is made, and shall be for the account of and remitted by CPC to such Lender (except in the case of the Floorplan Loan, at the rate designated in Section 4.5 with respect to CPC and the other Lenders) as a participant from such date. Further, until such remittance is made, such Lender shall pay to CPC, on demand, interest on such Lender’s Pro-Rata Share of the Swingline Loan and the Floorplan Loan at the Federal Funds Rate, and such Lender shall be subject to the restrictions contained in Section 7.8 .

7.6.1. Payment of Loan Obligations . Administrative Agents shall have the right to make Revolving Loan Advances at any time and from time to time to cause timely payment of any of the Loan Obligations, including to pay interest or principal on the Swingline Loan, the Interim Floorplan Loan, the Aggregate Floorplan Loan and the Aggregate Revolving Loan, and to pay any fees owing to Lenders or Administrative Agents; provided , however, with respect to third party fees, if there is no Existing Default, Administrative Agents shall use their reasonable efforts to give prior notice to Reseller of the payment of any such fees from an Advance (but shall have no liability for their failure to notify Reseller, and any such failure shall not give rise to a claim or cause of action by Reseller against either Administrative Agent or any Lender). If there is no Existing Default, Administrative Agents shall use reasonable efforts to notify Reseller (but shall have no liability for their failure to notify Reseller and such failure shall not give rise to a claim or cause of action by Reseller against either Administrative Agent or any Lender) on the day it makes any payment or pays any interest owing hereunder or any fees owing to Lenders or Administrative Agents. Administrative Agents may select the Advance Date for any such Advance, but such Advance Date may only be a Business Day. Administrative Agents will use reasonable efforts to promptly give notice to Reseller after any such Advance is made, but failure to give such notice shall not give rise to any liability on the part of either Administrative Agent or any Lender.

7.6.2. Payments to Other Creditors . Subject to Section 19.1 , if Administrative Agents become obligated to reimburse or pay to any creditor of Reseller any amount to obtain a release of such creditor’s Security Interest in any of the Collateral, other than Permitted Security Interests, then Administrative Agents shall have the right (but shall have no obligation) to make Advances for that purpose. Administrative Agents may select the Advance Date for any such Advance, but such Advance Date may only be a Business Day.

7.7.1. Advances . Other than if a Swingline Advance will be made by CPC or Interim Floorplan Loan Advance will be made by CPC, not later than 10:00 a.m. (Local Time) on each Advance Date for a Floorplan Loan Advance or Revolving Loan Advance, Administrative Agents shall promptly notify each Lender of the amount of the Floorplan Loan Advance or the Revolving Loan Advance to be made on that Advance Date. In each case then, each Lender shall make immediately available to Administrative Agents by 12:00 p.m. (Local Time) on the Advance Date funds consisting solely of Dollars in the amount of its Pro-Rata Share of such Floorplan Loan Advance or Revolving Loan Advance, rounded to the nearest penny, in accordance with such remittance instructions as may be given by Administrative Agents to Lenders from time to time.

7.7.2. Draws on Letters of Credit . If a draw is made on a Letter of Credit and Reseller does not reimburse the amount of such draw in full to Letter of Credit Issuer immediately on demand, Letter of Credit Issuer shall promptly notify Administrative Agents of such failure. Upon Administrative Agents’ receipt of such notice from Letter of Credit Issuer, Administrative Agents may notify each Lender thereof and shall have the right to cause a Revolving Loan Advance to be made, regardless whether such Revolving Loan Advance would result in the Aggregate Revolving Loan exceeding the Revolving Loan Maximum Available Amount or regardless as to whether there is an Existing Default, by notifying each Lender of the draw, the amount of the Revolving Loan Advance required to fund reimbursement of such draw, and the amount of such Lender’s ratable share of such Revolving Loan Advance. The Advance Date and time for such Revolving Loan Advance shall not be later than 12:00 p.m. (Local Time) on the first Business Day following Administrative Agents’ delivery of such notice to Lenders. By no later than such Advance Date and time, each Lender shall make immediately available to Administrative Agents funds consisting solely of Dollars in the amount of its Pro-Rata Share of such Revolving Loan Advance, rounded to the nearest penny, in accordance with such remittance instructions as may be given by Administrative Agents to each Lender from time to time.

7.7.3. All Fundings Ratable . All fundings of Advances (other than Swingline Advances and Interim Floorplan Loan Advances) shall be made by Lenders as provided herein in accordance with their Pro-Rata Shares of the respective Aggregate Facilities, as applicable. Except as otherwise expressly provided herein, a Lender shall not be obligated to fund Revolving Loan Advances that would result in such Lender’s Revolving Loan plus such Lender’s Pro-Rata Share of the Letter of Credit Exposure exceeding its Revolving Loan Facility, fund Floorplan Loan Advances that would result in its Floorplan Loan exceeding its Floorplan Loan Facility or make available any more than its Pro-Rata Share of any Advance.

7.8.1. Unless Administrative Agents have been given written notice by a Lender prior to an Advance Date that such Lender does not intend to make immediately available to Administrative Agents such Lender’s Pro-Rata Share of the Advance which Administrative Agents may be obligated to make on the Advance Date, including any Advance that may be made based on the issuance of an Approval, Administrative Agents may assume that such Lender has made the required amount available to Administrative Agents on the Advance Date and Administrative Agents may, in reliance upon such assumption, make available to Reseller a corresponding amount. Failure of any Lender to make immediately available its Pro-Rata Share of any Advance of the Swingline Loan, any Floorplan Loan (whether based on the issuance of an Approval or otherwise), the Interim Floorplan Loan (whether based on the issuance of an Approval or otherwise), any Revolving Loan or any other amount then owing hereunder by a Lender upon demand shall make such Lender a “DEFAULTING LENDER”. If such corresponding amount is not in fact made immediately available to Administrative Agents by such Defaulting Lender on the Advance Date, Administrative Agents shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount immediately upon Administrative Agents’ demand therefor, then Administrative Agents shall promptly notify Reseller and the other Lenders and Reseller shall pay such corresponding amount to Administrative Agents within one (1) Business Day. Administrative Agents shall also be entitled to recover, either from such Defaulting Lender or Reseller, interest on such corresponding amount for each day from the date such corresponding amount was made available by Administrative Agents to Reseller to the date such corresponding amount is recovered by Administrative Agents, at a rate per annum equal to either (a) if paid by such Lender, the cost to Administrative Agents of funding such amount at the Federal Funds Rate, or (b) if paid by Reseller, the applicable rate for the Advance in question determined from the request therefor. Each Lender shall be obligated only to fund its Pro-Rata Share of an Advance subject to the terms and conditions hereof, regardless of the failure of another Lender to fund its Pro-Rata Share thereof.

7.8.2. Each remittance or payment or Advance required to be made by a Lender shall be made in accordance with its Pro-Rata Share and shall be made notwithstanding that (a) the amount of the aggregate of such remittances by Lenders may not be in the minimum amount for Revolving Loan Advances or Floorplan Loan Advances or otherwise required hereunder, (b) any conditions to Advances in Section 10 may not be then satisfied, (c) there is an Existing Default, (d) the aggregate amount of such remittances by Lenders would result in the Aggregate Revolving Loan exceeding the Revolving Loan Maximum Available Amount, or the aggregate amount of such remittances by Lenders would result in the Aggregate Floorplan Loan plus the Interim Floorplan Loan exceeding the value of the Collateral advanced against thereunder or the Aggregate Floorplan Loan Facility, or (e) such remittances by Lenders may be made after the effective date of termination of the Aggregate Revolving Loan Facility or the Aggregate Floorplan Loan Facility, as the case may be; provided, however, that in no event shall any Lender be required to make any such remittance that would result in the Revolving Loan of such Lender exceeding such Lender’s Revolving Loan Facility or the Floorplan Loan of such Lender exceeding such Lender’s Floorplan Loan Facility.

7.8.3. In addition, with respect to any Defaulting Lender, until a payment or Advance is paid to Administrative Agents (with interest as described above), (a) such Defaulting Lender shall permit Administrative Agents the unconditional and irrevocable right of setoff against any amounts (including payments of principal, interest, and fees, as well as indemnity payments) received by Administrative Agents hereunder for the benefit of any such Defaulting Lender, and (b) if such failure to pay shall continue for a period of three Business Days, result in any such Defaulting Lender forfeiting any right to vote on any matter that Required Lenders or all Lenders are permitted to vote for hereunder (and the calculation of Required Lenders shall exclude such Defaulting Lender’s interest in Lenders’ Exposure); provided , however, once such a failure is cured, then such Lender shall, subsequent thereto, have all rights hereunder; provided, further, however, if any Lender shall fail to make such a payment within the three Business Day period specified in clause (b) above (other than by reason of events beyond the reasonable control of such Lender) three or more times during the term hereof, such Lender shall permanently forfeit its right to vote hereunder (and the calculation of Required Lenders shall exclude such Defaulting Lender’s interest in Lenders’ Exposure).

8. Security; Guaranties . As security for the payment and performance of the Loan Obligations, and also as security for the payment and performance of all Obligations to Administrative Agents, Reseller shall, prior to, on or after the Execution Date and from time to time thereafter execute and deliver, or cause to be executed by each Covered Person and delivered, to Administrative Agents such security agreements, mortgages and other security documents as they relate to the Collateral as reasonably requested by Administrative Agents from time to time, including the following documents, each satisfactory to Administrative Agents and Required Lenders:

8.5.1. Account and Lockbox Assignments . Assignments assigning to Collateral Agent for the benefit of Lenders all of Reseller’s or such other Covered Person’s rights and interest in all Blocked Accounts and Lockboxes and other deposit accounts, including all operating accounts.

8.5.2. Intellectual Property Assignments . Assignments assigning to Collateral Agent for the benefit of Lenders all of Reseller’s or such other Covered Person’s rights and interest, to the extent assignable, in all Intellectual Property.

9. Power of Attorney . Reseller hereby authorizes (and shall cause each other Covered Person to do the same) Administrative Agents and irrevocably appoints Administrative Agents (acting by any of their officers) as Reseller’s agent and attorney-in-fact (which appointment is coupled with an interest and is therefore irrevocable) to do any of the following until all of the Loan Obligations are fully and indefeasibly paid and satisfied in cash, there are no Letters of Credit outstanding and the Letter of Credit Exposure is irreversibly zero, and the Facilities are terminated:

The foregoing power of attorney and authorization shall be deemed irrevocable, but shall be automatically revoked upon the full and indefeasible payment in cash of all of the Loan Obligations, the expiration or termination of all Letters of Credit and reduction of the Letter of Credit Exposure to zero, and the termination of the Facilities.

10. Conditions of Lending.

10.1.1. Listed Documents and Other Items . Administrative Agents shall have received on or before the Effective Date all of the documents and other items listed or described in Exhibit 10.1.1 , with each being satisfactory to Lenders and (as applicable) duly executed and (also as applicable) sealed, attested, acknowledged, certified, or authenticated.

10.1.2. Default . There shall be no Existing Default and no Default or Event of Default will occur as a result of such Advance being requested or made or the application of the proceeds thereof.

10.1.3. Perfection of Security Interests . Every Security Interest required to be granted by Reseller to Administrative Agents under Section 8 shall have been perfected and shall be, except for Permitted Security Interests, or as otherwise satisfactory to Lenders, a first priority Security Interest.

10.1.4. Representations and Warranties . The Representations and Warranties shall be true and correct in all material respects.

10.1.5. Material Adverse Change . Since March 31, 2009, there shall not have been any change which has or is reasonably likely to have a Material Adverse Effect on all Covered Persons as a whole.

10.1.6. Pending Material Proceedings . There shall be no pending Material Proceedings.

10.1.7. Payment of Fees . Reseller shall have paid and reimbursed to Administrative Agents and Lenders all fees, costs and expenses that are payable or reimbursable to Administrative Agent and Lenders hereunder on or before the Effective Date.

10.1.8. Tax Returns . Administrative Agents shall have received the consolidated annual federal tax returns and filings of Reseller for the past three fiscal years (except for tax returns which (a) Reseller is not yet required to have filed and (b) have not yet been filed), and be satisfied with the content thereof.

10.1.9. Other Items . Administrative Agents shall have received such other consents, approvals, opinions, certificates, documents or information as it, in the exercise of Permitted Discretion, deems necessary or CPC shall have issued an Approval as necessary.

10.2.1. General Conditions . All of the conditions to the initial Advances in Section 10.1 (except the conditions in Sections 10.1.2 and 10.1.5 ) shall have been and shall remain satisfied or waived.

10.2.2. Representations and Warranties . The Representations and Warranties are then true in all material respects, with such exceptions as have been disclosed to Lenders in writing by Reseller or each Guarantor from time to time and are satisfactory to Lenders, and will be true in all material respects as of the time of such Advance, as if then made with such exceptions.

10.2.3. Approvals . With regards to a Floorplan Loan Advance or Interim Floorplan Loan Advance, an Approval has been issued by CPC.

10.2.4. Default . Subject to Sections 3.2.2 and 3.3.1 , there shall be no Existing Default and no Default or Event of Default will occur as a result of such Advance being requested or made or the application of the proceeds thereof.

11. Conditions to Issuance of Letters of Credit . Without in any manner limiting Letter of Credit Issuer’s discretion hereunder, as conditions precedent to the issuance of any Letter of Credit:

12. Representations and Warranties . Except as otherwise described in the Disclosure Schedule, Reseller represents and warrants to Administrative Agents, Lenders and Letter of Credit Issuer, at all times while any of the Loan Obligations are outstanding and until such time as the Facilities are terminated, as follows: