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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30 , 2016

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _______________

Commission file number: 001-37908

CAMPING WORLD HOLDINGS, INC.(Exact name of registrant as specified in its charter)

Delaware 81-1737145

(State or other jurisdiction of (I.R.S. Employerincorporation or organization Identification No.)

250 Parkway Drive, Suite 270

Lincolnshire, IL 60069(Address of principal executive offices) (Zip Code)

(847) 808-3000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 ofthe Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐Non-accelerated filer ☒ Smaller reporting company ☐(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 10, 2016, the registrant had 18,935,916 shares of Class A common stock, 62,002,729 shares of Class B commonstock and one share of Class C common stock outstanding.

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Camping World Holdings, Inc.Quarterly Report on Form 10-Q

For the Quarterly Period Ended September 30, 2016

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Page

PART I. FINANCIAL INFORMATION Item 1 Financial Statements (unaudited) 3 Camping World Holdings, Inc. Balance Sheets (unaudited) Balance Sheets – September 30, 2016 and March 8, 2016 3 Notes to Balance Sheets 4 CWGS Enterprises, LLC Condensed Consolidated Financial Statements (unaudited) Condensed Consolidated Balance Sheets – September 30, 2016 and December 31, 2015 9

Condensed Consolidated Statements of Operations – Three and Nine Months Ended September30, 2016 and 2015 10

Condensed Consolidated Statement of Members’ Deficit 11

Condensed Consolidated Statements of Cash Flows – Three and Nine Months Ended September30, 2016 and 2015 12

Notes to Condensed Consolidated Financial Statements 14Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 25Item 3 Quantitative and Qualitative Disclosures About Market Risk 48Item 4 Controls and Procedures 49

PART II. OTHER INFORMATION Item 1 Legal Proceedings 49Item 1A Risk Factors 49Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 81Item 3 Defaults Upon Senior Securities 81Item 4 Mine Safety Disclosures 81Item 5 Other Information 82Item 6 Exhibits 84 Signatures 85Exhibit Index 86

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-lookingstatements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of theSecurities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statementsof historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. Statementsregarding our future results of operations and financial position, business strategy and plans and objectives ofmanagement for future operations, including, among others, statements regarding expected new retail locationopenings, including greenfield locations and acquired locations; profitability of new retail locations; future capitalexpenditures and debt service obligations; refinancing, retirement or exchange of outstanding debt; expectationsregarding consumer behavior and growth; our comparative advantages and our plans and ability to expand consumerbase; our ability to respond to changing business and economic conditions; volatility in sales; our ability to drivegrowth; and expectations regarding increase of certain expenses are forward-looking statements. In some cases, youcan identify forward-looking statements by terms such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘anticipates,’’‘‘could,’’ ‘‘intends,’’ ‘‘targets,’’ ‘‘projects,’’ ‘‘contemplates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential’’ or ‘‘continue’’or the negative of these terms or other similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other important factors thatmay cause our actual results, performance or achievements to be materially different from any future results,performance or achievements expressed or implied by the forward-looking statements. We believe that theseimportant factors include, but are not limited to, the following:

· the availability of financing to us and our customers;

· fuel shortages, or high prices for fuel;

· the well-being, as well as the continued popularity and reputation for quality, of our manufacturers;

· general economic conditions in our markets, and ongoing economic and financial uncertainties;

· our ability to attract and retain customers;

· competition in the market for services, protection plans, products and resources targeting the RV lifestyleor RV enthusiast;

· our expansion into new, unfamiliar markets presents as well as delays in opening or acquiring new retaillocations;

· unforeseen expenses, difficulties, and delays frequently encountered in connection with expansionthrough acquisitions;

· our failure to maintain the strength and value of our brands;

· our ability to successfully order and manage our inventory to reflect consumer demand in a volatilemarket and anticipate changing consumer preferences and buying trends;

· fluctuations in our same store sales and whether they will be a meaningful indicator of futureperformance;

· the cyclical and seasonal nature of our business;

· our ability to operate and expand our business and to respond to changing business and economicconditions, which depends on the availability of adequate capital;

· the restrictive covenants in our New Senior Secured Credit Facilities and Floor Plan Facility;

· our reliance on two fulfillment and distribution centers for our retail, e-commerce and catalog businesses;

· natural disasters, whether or not caused by climate change, unusual weather condition, epidemicoutbreaks, terrorist acts and political events;

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· our dependence on our relationships with third party providers of services, protection plans, products andresources and a disruption of these relationships or of these providers’ operations;

· whether third party lending institutions and insurance companies will continue to provide financing for RVpurchases;

· our inability to retain senior executives and attract and retain other qualified employees;

· our ability to meet our labor needs;

· our inability to maintain the leases for our retail locations or locate alternative sites for our stores in ourtarget markets and on terms that are acceptable to us;

· our business being subject to numerous federal, state and local regulations;

· regulations applicable to the sale of extended service contracts;

· our dealerships’ susceptibility to termination, non-renewal or renegotiation of dealer agreements if statedealer laws are repealed or weakened;

· our failure to comply with certain environmental regulations;

· climate change legislation or regulations restricting emission of ‘‘greenhouse gases;’’

· a failure in our e-commerce operations, security breaches and cybersecurity risks;

· our inability to enforce our intellectual property rights and accusations of our infringement on theintellectual property rights of third parties;

· our inability to maintain or upgrade our information technology systems or our inability to convert toalternate systems in an efficient and timely manner;

· disruptions to our information technology systems or breaches of our network security;

· Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by MLAcquisition Company, LLC and ML RV Group, LLC, will have substantial control over us and mayapprove or disapprove substantially all transactions and other matters requiring approval by ourstockholders, including, but not limited to, the election of directors;

· the exemptions from certain corporate governance requirements that we will qualify for, and intend to relyon, due to the fact that we are a ‘‘controlled company’’ within the meaning of the New York StockExchange, or NYSE, listing requirements;

· whether we are able to realize any tax benefits that may arise from our organizational structure and anyredemptions or exchanges of CWGS Enterprises, LLC common units for cash or stock, including inconnection with our initial public offering; and

· the other factors set forth under ‘‘Risk Factors’’ In Item 1A of Part II of this Quarterly Report on Form 10-Q.

We qualify all of our forward-looking statements by these cautionary statements. The forward-lookingstatements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-lookingstatements largely on our current expectations and projections about future events and financial trends that webelieve may affect our business, financial condition and results of operations. Because forward-looking statements areinherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely onthese forward-looking statements as predictions of future events. The events and circumstances reflected in ourforward-looking statements may not be achieved or occur and actual results could differ materially from thoseprojected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update orrevise any forward-looking statements contained herein, whether as a result of any new information, future events,changed circumstances or otherwise. For a further discussion of the risks relating to our business, see “Item 1A—RiskFactors” in Part II of this Quarterly Report on Form 10-Q.

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Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Camping World Holdings, Inc.Balance Sheets (unaudited)

September 30, March 8, 2016 2016Assets $ — $ — Commitments and Contingencies Stockholder's Equity Common Stock, par value $0.01 per share, 100 shares authorized, none issued and

outstanding — —Total Stockholder's Equity $ — $ —

See accompanying Notes to Balance Sheets.

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Camping World Holdings, Inc.Notes to Unaudited Condensed Consolidated Financial Statements

Note 1: Organization

CWGS, Inc. was formed as a Delaware corporation on March 8, 2016. On June 8, 2016, we effected a namechange from CWGS, Inc. to Camping World Holdings, Inc. (“CWH”). CWH was formed for the purpose of completingan initial public offering and related transactions in order to carry on the business of CWGS Enterprises, LLC(“CWGS, LLC”).

As described in more detail in Note 4: Subsequent Events, on October 13, 2016, we completed our initial

public offering (“IPO”) of 11,363,636 shares of our Class A common stock at a public offering price of $22.00 pershare, receiving $233.4 million in proceeds, net of underwriting discounts and commissions, which were used topurchase 11,363,636 newly-issued common units of CWGS, LLC from CWGS, LLC at a price per unit equal to theinitial public offering price per share of Class A common stock sold in the IPO less underwriting discounts andcommissions. In addition, on November 4, 2016, the underwriters exercised their option, in part, to purchase anadditional 508,564 shares of Class A common stock. On November 9, 2016, we closed on the purchase of theadditional 508,564 shares of Class A common stock and received $10.4 million in additional proceeds, net ofunderwriting discounts and commissions, which we used to purchase 508,564 newly-issued common units fromCWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPOless underwriting discounts and commissions.

Subsequent to the IPO and related reorganization transactions, we became a holding company and our

principal asset is the common units of CWGS, LLC that we own. As the sole managing member of CWGS, LLC, wehave the sole voting interest in, and operate and control all of the business and affairs of, CWGS, LLC, and through itssubsidiaries, conduct our business. As a result, beginning in the fourth quarter of 2016, we will consolidate thefinancial results of CWGS, LLC and will report a non-controlling interest representing the CWGS, LLC interests heldby the “Continuing Equity Owners,” whom we define as collectively, ML Acquisition Company, a Delaware limitedliability company, indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, MarcusLemonis ("ML Acquisition”), funds controlled by Crestview Partners II GP, L.P. and, collectively, our named executiveofficers (excluding Marcus Lemonis), Andris A. Baltins and K. Dillon Schickli, who are members of our board ofdirectors, and certain other current and former non-executive employees and former directors, in each case, who heldprofit units in CWGS, LLC pursuant to CWGS, LLC’s equity incentive plan that was in existence prior to our IPO andwho received common units of CWGS, LLC in exchange for their profit units in connection with the Transactions (asdefined herein) (collectively, the “Former Profit Unit Holders”) and each of their permitted transferees that owncommon units in CWGS, LLC and who may redeem at each of their options their common units for, at our election(determined solely by our independent directors (within the meaning of the rules of the New York Stock Exchange)who are disinterested), cash or newly-issued shares of our Class A common stock.

Note 2: Summary of Significant Account Policies

Basis of Accounting — The Balance Sheets are presented in accordance with accounting principles generallyaccepted in the United States of America. Separate statements of operations, comprehensive income, changes instockholder’s equity, and cash flows have not been presented because as of September 30, 2016, we had notengaged in any business or other activities except in connection with our formation.

Income Taxes — We are treated as a subchapter C corporation, and therefore, are subject to both federal

and state income taxes. CWGS Enterprises, LLC will continue to be recognized as a limited liability company, a pass-through entity for income tax purposes. Note 3: Stockholder’s Equity

On March 8, 2016, our board of directors authorized CWH to issue 100 shares of common stock, par value of$0.01 per share, none of which have been issued or are outstanding.

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In connection with our IPO, our board of directors approved an amended and restated certificate ofincorporation (the "Amended and Restated Certificate of Incorporation”), which became effective on October 6, 2016.The Amended and Restated Certificate of Incorporation authorizes the issuance of up to 250,000,000 shares of ClassA common stock, up to 75,000,000 shares of Class B common stock, one share of Class C stock, and 20,000,000shares of preferred stock, having a par value of $0.01, $0.0001, $0.0001 and $0.0001 per share, respectively. Sharesof our Class A common stock have both economic and voting rights. Shares of our Class B common stock and ClassC common stock have no economic rights, but do have voting rights. Holders of shares of our Class A common stock,our Class B common stock and our Class C common stock will vote together as a single class on all matterspresented to stockholders for their vote or approval, except as otherwise required by law or our Amended andRestated Certificate of Incorporation. Holders of Class A common stock and Class B common stock are entitled toone vote per share on all matters presented to our stockholders generally; provided that, for as long as ML Acquisitionand its permitted transferees of common units (the "ML Related Parties”), directly or indirectly, beneficially own in theaggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, the shares of Class B common stockheld by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the MLRelated Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on allmatters presented to a vote of our stockholders generally. Additionally, the holder of our one share Class C commonstock is entitled to the number of votes necessary such that the holder casts 5% of the total votes eligible to be castby all of our stockholders on all matters presented to a vote of our stockholders generally. We issued our one share ofClass C common stock to ML RV Group, LLC, a Delaware limited liability company, wholly-owned by our Chairmanand Chief Executive Officer, Marcus Lemonis. Upon a Class C Change of Control (as defined in our Amended andRestated Certificate of Incorporation), our Class C common stock shall no longer have any voting rights, such share ofour Class C common stock will be cancelled for no consideration and will be retired, and we will not reissue suchshare of Class C common stock.

The Amended and Restated Certificate of Incorporation and our amended and restated bylaws provide thatour board of directors may consist of up to nine directors, and that our board of directors be divided into three classes,as nearly equal in number as possible, with the directors in each class serving for a three-year term, and one classbeing elected each year by our stockholders. Note 4: Subsequent Events Reorganization Transactions

On October 6, 2016, in connection with the completion of our IPO, we completed a series of reorganization

transactions (the “Transactions”). The Transactions included the following: · the amendment and restatement of CWGS, LLC's limited liability company agreement (the “CWGS LLC

Agreement”) to, among other things, appoint us as its sole managing member and convert all existingmembership interests (including existing vested profit unit interests and all unvested profit unit interests,which accelerated and vested in connection with the IPO) in CWGS, LLC into one class of common units;

· the amendment and restatement of our certificate of incorporation to, among other things, provide (i) forClass A common stock and Class B common stock, with each share of our Class A common stock andClass B common stock entitling its holders to one vote per share on all matters presented to ourstockholders generally; provided that, for as long as the ML Related Parties, directly or indirectly,beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC,the shares of our Class B common stock held by the ML Related Parties will entitle the ML RelatedParties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% ofthe total votes eligible to be cast by all of our stockholders on all matters presented to a vote of ourstockholders generally, and (ii) for one share of Class C common stock entitling its holder to the numberof votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of ourstockholders on all matters presented to a vote of our stockholders generally for as long as there is noClass C Change of Control (as defined in our Amended and Restated Certificate of Incorporation);

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· issued, for $0.0001 per share, 69,066,445 shares of Class B common stock to certain existing holders ofcommon units of CWGS, LLC on a one-to-one basis with the number of common units of CWGS, LLCthat they owned;

· issued, for $0.01 per share, one share of Class C common stock to ML RV Group, LLC;

· the merger of certain Original Equity Owners controlled by Crestview Partners II GP, L.P., as definedbelow, with and into CWH or a wholly owned subsidiary of CWH, for which CWH issued 7,063,716 sharesof Class A common stock as consideration for the 7,063,716 common units held by such entities andcanceled a corresponding number of Class B common stock; and

· we entered into (i) a voting agreement with ML Acquisition, ML RV Group, CVRV Acquisition LLC andCVRV Acquisition II LLC, (ii) a registration rights agreement with the direct and certain indirect owners ofinterests in CWGS, LLC, collectively, prior to the Transactions, which includes ML Acquisition, fundscontrolled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders (collectively, the “OriginalEquity Owners”) and (iii) a tax receivable agreement (the ‘‘Tax Receivable Agreement’’) with CWGS, LLC,each of the Continuing Equity Owners and Crestview Partners II GP, L.P.

The Transactions were effected on October 6, 2016, prior to the time our Class A common stock was

registered under the Securities Exchange Act of 1934, as amended, and prior to the completion of our IPO. CWGS, LLC Recapitalization

As noted above, the CWGS LLC Agreement, among other things, appointed us as CWGS, LLC’s sole

managing member and reclassified all outstanding membership interests in CWGS, LLC as non-voting common units.Although we have a minority economic interest in CWGS, LLC, as the sole managing member, we have the solevoting power in, and control the management of, CWGS, LLC. As a result, beginning in the fourth quarter of 2016, wewill consolidate CWGS, LLC's financial results and report a non-controlling interest related to the portion of CWGS,LLC not owned by us.

The Amended and Restated Certificate of Incorporation discussed in Note 3 and the CWGS LLC Agreement

noted above requires CWGS, LLC and us to, at all times, maintain (i) a one-to-one ratio between the number ofshares of Class A common stock issued by us and the number of common units owned by us and (ii) a one-to-oneratio between the number of shares of Class B common stock owned by the Continuing Equity Owners (other than theFormer Profit Unit Holders) and the number of common units owned by the Continuing Equity Owners (other than theFormer Profit Unit Holders). We may issue shares of Class B common stock only to the extent necessary to maintainthe one-to-one ratio between the number of common units of CWGS, LLC held by the Continuing Equity Owners(other than the Former Profit Unit Holders) and the number of shares of Class B common stock issued to theContinuing Equity Owners (other than the Former Profit Unit Holders). Shares of Class B common stock aretransferable only together with an equal number of common units of CWGS, LLC. Only permitted transferees ofcommon units held by the Continuing Equity Owners (other than the Former Profit Unit Holders) will be permittedtransferees of Class B common stock.

The Continuing Equity Owners may from time to time at each of their options require CWGS, LLC to redeem

all or a portion of their common units in exchange for, at our election (determined solely by our independent directors(within the meaning of the rules of the New York Stock Exchange (the “NYSE”) who are disinterested), newly-issuedshares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted averagemarket price of one share of Class A common stock for each common unit redeemed, in each case in accordancewith the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independentdirectors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange ofsuch Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners mayexercise such redemption right for as long as their common units remain outstanding. Simultaneously with thepayment of cash or shares of Class A common stock, as applicable, in connection with a redemption or exchange ofcommon units pursuant to the terms of the CWGS LLC Agreement, a number of shares of our Class B common stockregistered in the name of the redeeming or exchanging Continuing Equity Owner (other than Former Profit UnitHolders) will

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be cancelled for no consideration on a one-for-one basis with the number of common units so redeemed orexchanged.

Reorganization Mergers

In connection with the IPO, the Original Equity Owners merged with and into CWH or a wholly owned

subsidiary of CWH, for which CWH issued an aggregate of 7,063,716 shares of Class A common stock asconsideration for the 7,063,716 aggregate common units held by such entities and canceled a corresponding numberof shares of Class B common stock. Upon consummation of the mergers, we recognized the 7,063,716 common unitsat carrying value, as these transactions are considered to be between entities under common control.

We also acquired the tax attributes of the Original Equity Owners, which are recorded generally as deferred

tax assets at the time for certain of the mergers. These attributes include the original basis adjustments arising fromthe original acquisition of common units by the Original Equity Owners, as described below.

Tax Receivable Agreement

On October 6, 2016, CWH entered into the Tax Receivable Agreement that provides for the payment by

Camping World Holdings, Inc. to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of theamount of tax benefits, if any, that Camping World Holdings, Inc. actually realizes, or in some circumstances isdeemed to realize, as a result of (i) increases in tax basis resulting from the purchase of common units from CrestviewPartners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and therelated Transactions and any future redemptions that are funded by CWH and any future redemptions or exchangesof common units by Continuing Equity Owners as described above and (ii) certain other tax benefits attributable topayments made under the Tax Receivable Agreement. CWGS, LLC intends to have in effect an election underSection 754 of the Internal Revenue Code effective for each taxable year in which a redemption or exchange(including deemed exchange) of common units for cash or stock occurs. These tax benefit payments are notconditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining acontinued ownership interest in CWGS, LLC. In general, the Continuing Equity Owner’s and Crestview Partners II GP,L.P.’s rights under the Tax Receivable Agreement are assignable, including to transferees of its common units inCWGS, LLC (other than Camping World Holdings, Inc. as transferee pursuant to a redemption or exchange ofcommon units in CWGS, LLC). We expect to benefit from the remaining 15% of the tax benefits, if any, that we mayactually realize.

Initial Public Offering

As noted above, on October 13, 2016, we completed our IPO of 11,363,636 shares of Class A common stockat a public offering price of $22.00 per share. We received $233.4 million in proceeds, net of underwriting discountsand commissions, which we used to purchase 11,363,636 newly-issued common units from CWGS, LLC at a priceper unit equal to the initial public offering price per share of Class A common stock in the IPO less underwritingdiscounts and commissions. In addition, on November 4, 2016, the underwriters exercised their option, in part, topurchase an additional 508,564 shares of Class A common stock. On November 9, 2016, we closed on the purchaseof the additional 508,564 shares of Class A common stock and received $10.4 million in additional proceeds, net ofunderwriting discounts and commissions, which we used to purchase 508,564 newly-issued common units fromCWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPOless underwriting discounts and commissions. Immediately following the completion of the IPO and the underwriters’exercise of their option to purchase additional shares of Class A common stock, there were 62,002,729 shares ofClass B common stock outstanding, one share of Class C common stock outstanding, and 18,935,916 shares ofClass A common stock outstanding, comprised of 11,872,200 shares issued as part of the IPO and the underwriters’exercise of their option to purchase additional shares of Class A common stock and 7,063,716 shares issued inconnection with the mergers described above.

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Equity-Based Compensation In connection with the IPO, on September 24, 2016, CWH adopted the Camping World Holdings, Inc. 2016

Equity Incentive Plan (the “2016 Plan”), which became effective on October 6, 2016 upon the effectiveness of theregistration statement on form S-1 (File No. 333-211977), as amended.

We reserved a total of 14,693,518 shares of Class A common stock for issuance pursuant to the 2016 Plan.

In connection with the IPO, we granted to certain of our directors and certain of our employees Class A common stockissuable pursuant to 1,134,809 stock options and 145,282 restricted stock units.

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CWGS ENTERPRISES, LLC AND SUBSIDIARIESCondensed Consolidated Balance Sheets (unaudited)

(In thousands except per unit amounts)

September 30, December 31, 2016 2015Assets

Cash and cash equivalents $ 115,066 $ 92,025Contracts in transit 50,343 21,892Accounts receivable, less allowance for doubtful accounts of $5,917 and $5,119 in

2016 and 2015, respectively 64,271 56,356Inventories, net 808,089 868,939Prepaid expenses and other assets 25,630 18,861Deferred tax asset 168 123

Total current assets 1,063,567 1,058,196 Property and equipment, net 130,647 149,725Deferred tax asset 2,977 6,111Intangibles assets, net 3,721 1,652Goodwill 148,726 112,940Other assets 17,870 15,394Total assets $ 1,367,508 $ 1,344,018 Liabilities and members' deficit Current liabilities:

Accounts payable $ 91,749 $ 56,789Accrued liabilities 96,315 77,552Deferred revenues and gains 74,695 63,616Current portion of capital lease obligations 1,329 771Current portion of long-term debt 46,922 52,089Notes payable – floor plan 532,453 598,420Other current liabilities 22,873 13,861

Total current liabilities 866,336 863,098

Capital lease obligations 1,089 751Right to use liabilities 10,379 30,599Long-term debt, net of current portion 769,423 673,304Deferred revenues and gains 54,019 52,151Other long-term liabilities 20,549 13,062Total liabilities 1,721,795 1,632,965 Commitments and contingencies — — Membership units, 153,796 authorized and 153,796 units issued, and 155,559 units

authorized and 155,559 units issued as of September 30, 2016 and December 31,2015, respectively — —

Members' deficit (354,287) (288,947) Total liabilities and members' deficit $ 1,367,508 $ 1,344,018

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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CWGS Enterprises, LLC and SubsidiariesCondensed Consolidated Statements of Operations (unaudited)

(In thousands except per unit amounts)

Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015Revenue:

Consumer Services and Plans $ 45,442 $ 40,902 $ 135,868 $ 127,747Retail

New vehicles 545,231 468,084 1,533,463 1,314,742Used vehicles 181,820 238,018 577,994 646,138Parts, services and other 166,076 157,214 464,959 430,841Finance and insurance, net 67,418 57,748 187,810 157,385Subtotal 960,545 921,064 2,764,226 2,549,106

Total revenue 1,005,987 961,966 2,900,094 2,676,853 Costs applicable to revenue (exclusive of depreciation and amortization shown

separately below): Consumer Services and Plans 19,953 19,404 59,071 60,196Retail

New vehicles 474,944 405,448 1,325,917 1,135,074Used vehicles 140,516 192,119 461,750 522,115Parts, services and other 88,473 85,825 244,734 230,045Subtotal 703,933 683,392 2,032,401 1,887,234

Total costs applicable to revenue 723,886 702,796 2,091,472 1,947,430 Operating expenses:

Selling, general, and administrative 188,858 176,466 544,954 492,345Depreciation and amortization 6,219 6,387 18,144 17,785Loss (gain) on sale of assets 21 241 (227) (424)

Total operating expenses 195,098 183,094 562,871 509,706 Income from operations 87,003 76,076 245,751 219,717 Other income (expense): Floor plan interest expense (4,322) (3,013) (14,851) (9,394)Other interest expense, net (12,715) (14,414) (38,040) (40,776)Other income (expense), net — 1 (2) 1 (17,037) (17,426) (52,893) (50,169) Income before income taxes 69,966 58,650 192,858 169,548Income tax expense (2,288) (1,145) (4,638) (3,353) Net income $ 67,678 $ 57,505 $ 188,220 $ 166,195 Pro forma earnings per unit:

Basic $ 0.94 $ 0.80 $ 2.62 $ 2.31Diluted $ 0.94 $ 0.80 $ 2.62 $ 2.31

Pro forma weighted average units outstanding: Basic 71,899,630 71,899,630 71,899,630 71,899,630Diluted 71,899,630 71,899,630 71,899,630 71,899,630

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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CWGS Enterprises, LLC and SubsidiariesCondensed Consolidated Statement of Members' Deficit (unaudited)

(In thousands)

Common Stock Members' Units Amounts Deficit TotalBALANCE AT JANUARY 1, 2016 155,559 $ — $ (288,947) $ (288,947)

Net income — — 188,220 188,220Members' distributions — — (197,782) (197,782)Member units redeemed (1,763) — (16,940) (16,940)Non-cash distributions — — (38,838) (38,838)

BALANCE AT SEPTEMBER 30, 2016 153,796 $ — $ (354,287) $ (354,287)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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CWGS Enterprises, LLC and SubsidiariesCondensed Consolidated Statements of Cash Flows (unaudited)

(In thousands)

Nine Months Ended September 30, 2016 2015 Operating activities Net income $ 188,220 $ 166,195 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 18,144 17,785Stock based compensation 60 —Gain on sale of assets (227) (424)Provision for losses on accounts receivable 1,701 1,220Accretion of original issue discount 915 744Non-cash interest 3,698 3,874Deferred tax expense 3,089 2,094Change in assets and liabilities, net of acquisitions:

Receivables and contracts in transit (38,415) (43,220)Inventories 69,698 (20,591)Prepaid expenses and other assets (8,324) (11,014)Checks in excess of bank balance (7,478) 4,185Accounts payable and other accrued expenses 67,935 76,638Accrued rent for cease-use locations 286 (168)Deferred revenue and gains 12,849 11,242Other, net 3,876 7,118

Net cash provided by operating activities 316,027 215,678 Investing activities Purchases of property and equipment (29,203) (32,280)Purchase of real property (12,871) (44,466)Proceeds from the sale of real property 7,291 33,619Purchases of businesses, net of cash acquired (67,690) (124,454)Proceeds from sale of property and equipment 3,486 725Purchase of intangible assets — (158)Net cash used in investing activities $ (98,987) $ (167,014)

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CWGS Enterprises, LLC and SubsidiariesCondensed Consolidated Statements of Cash Flows (unaudited)

(In thousands)

Nine Months Ended September 30, 2016 2015Financing activities Net borrowings on notes payable – floor plan $ (65,967) $ 21,470Borrowings on long-term debt 134,325 94,763Borrowings on revolver 12,000 —Payments of principal on capital lease obligations (1,111) (550)Payments of principal on long-term debt (43,615) (26,627)Payments of principal on right to use liability (164) (1,247)Payments on revolver (12,000) —Payment of debt issuance costs (2,685) (2,379)Members' distributions (214,782) (206,139)Net cash used in financing activities (193,999) (120,709) Increase (decrease) in cash 23,041 (72,045)Cash at beginning of period 92,025 110,710Cash at end of the period $ 115,066 $ 38,665

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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CWGS ENTERPRISES, LLC AND SUBSIDIARIESNotes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except member data)

Note 1: Summary of Significant Accounting Policies Business and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of CWGS Enterprises, LLC andits subsidiaries (the “Company” or “CWGS, LLC”), have been prepared accordance with generally acceptedaccounting principles in the United States (“GAAP”) and include all information and footnotes required for interimfinancial statements presentation but do not include all disclosures required under GAAP for annual financialstatements. In the opinion of management, the interim condensed consolidated financial statements include alladjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’sfinancial position and of the results of operations and cash flows for the periods presented.

The Company was formed in March 2011 when its then ultimate parent, AGI Holding Corp, indirectlycontributed all of the membership interests of Affinity Group Holding, LLC (“AGH”) and FreedomRoads HoldingCompany, LLC (“FreedomRoads”) to CWGS Holding, LLC, CWGS, LLC’s immediate parent, which in turn, contributedthe interest of AGH and FreedomRoads to CWGS, LLC. All material intercompany transactions and balances of theCompany have been eliminated in consolidation.

The Company does not have any components of other comprehensive income recorded within its

consolidated financial statements, and, therefore, does not separately present a statement of comprehensive incomein its consolidated financial statements.

Camping World Holdings, Inc. (“CWH”) was incorporated on March 8, 2016 for the purpose of facilitating an

initial public offering and other related transactions in order to carry on our business. On October 13, 2016, CWHcompleted an initial public offering of 11,363,636 shares of Class A common stock at a public offering price of $22.00per share (the “IPO”), receiving $233.4 million in proceeds, net of underwriting discounts and commissions, whichwere used to purchase 11,363,636 newly-issued common units of the Company at a price per unit equal to the initialpublic offering price per share of Class A common stock sold in the IPO less underwriting discounts and commissions.In addition, on November 4, 2016, the underwriters exercised their option, in part, to purchase an additional 508,564shares of Class A common stock. On November 9, 2016, CWH closed on the purchase of the additional 508,564shares of Class A common stock and received $10.4 million in additional proceeds, net of underwriting discounts andcommissions, which CWH used to purchase 508,564 newly-issued common units from CWGS, LLC at a price per unitequal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts andcommissions.

Subsequent to the IPO, CWH became a holding company and its principal asset is the common units of

CWGS, LLC that it owns. As the sole managing member of CWGS, LLC, CWH has the sole voting interest in, andoperates and controls all of our business and affairs, and through us and our subsidiaries, conducts our business. Ourunaudited interim condensed consolidated financial statements should be read in conjunction with our auditedconsolidated financial statements and related notes included in our prospectus, dated October 6, 2016, filed with theSecurities and Exchange Commission (SEC) in accordance with Rule 424(b) of the Securities Act of 1933, asamended, on October 11, 2016.

Description of the Business

CWGS, LLC is a holding company and operates through its subsidiaries. The operations of the Companyconsist of two primary businesses: (i) Consumer Services and Plans, and (ii) Retail. The Company provides consumerservices and plans offerings through its Good Sam brand and the Company provides its retail offerings through itsCamping World brand. Within the Consumer Services and Plans segment, the Company primarily derives revenuefrom the sale of the following offerings: emergency roadside assistance; property and casualty insurance programs;travel assist programs; extended vehicle service contracts; co-

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branded credit cards; vehicle financing and refinancing; club memberships; and publications and directories. Withinthe Retail segment, the Company primarily derives revenues from the sale of the following products: new vehicles;used vehicles; parts and service, including recreational vehicle (“RV”) accessories and supplies; and finance andinsurance. The Company primarily operates in various regions throughout the United States and markets its productsand services to RV owners and camping enthusiasts. At September 30, 2016, the Company operated 120 CampingWorld retail locations, of which 103 locations sell new and used RVs, and offer financing, and other ancillary services,protection plans, and products for the RV purchaser. Use of Estimates

The preparation of these unaudited condensed consolidated financial statements in conformity with GAAPrequires management to make estimates and assumptions that affect the reported amounts of assets and liabilitiesand disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts ofrevenue and expenses during the reporting period. Actual results may differ from those estimates. Recent Accounting Policies

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update(“ASU”) ASU 2016-02, Leases (Topic 842). The amendments in this update require, among other things, that lesseesrecognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a leaseliability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis;and (2) a right-to-use asset, which is an asset that represents the lessee’s right to use, or control the use of, aspecified asset for the lease term. Lessees and lessors must apply a modified retrospective transition approach forleases existing at, or entered into after, the beginning of the earliest comparative period presented in the financialstatements. We expect to adopt the amendments in the first quarter of 2019 and are currently evaluating the impactsof the amendments to our financial statements and accounting practices for leases.

In November 2015, the FASB issued an accounting pronouncement (“FASB ASU 2015-17”) which simplifies

the balance sheet classification of deferred taxes. This pronouncement requires that all deferred tax assets andliabilities be classified as noncurrent in the classified balance sheet, rather than separating such deferred taxes intocurrent and noncurrent amounts, as is required under current guidance. This pronouncement is effective for fiscalyears, and for interim periods within those fiscal years, beginning after December 15, 2016, and may be applied eitherprospectively or retrospectively. We are currently in the process of evaluating the effects of the pronouncement on ourconsolidated financial statements.

In September 2015, the FASB issued ASU update No. 2015-16, Simplifying the Accounting for Measurement

Period Adjustments in Business Combinations (“ASU 2015-16”) which eliminates the requirement for an acquirer in abusiness combination to account for measurement period adjustments retrospectively. Instead, an acquirer willrecognize a measurement period adjustment during the period which it determines the amount of the adjustment. Thispronouncement is effective for fiscal years beginning after December 15, 2015. The adoption did not have a materialimpact on our consolidated financial position, results of operations or cash flows.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”).

Under ASU 2015-11, entities should measure inventory that is not measured using last-in, first-out (“LIFO”) or theretail inventory method, including inventory that is measured using first-in, first-out (“FIFO”) or average cost, at thelower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course ofbusiness, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective forreporting periods beginning after December 15, 2016 and is to be applied prospectively. The adoption of ASU 2015-11 is not expected to have a material effect on our consolidated financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU Update No. 2014-09, Revenue from Contracts with Customers (“ASU

2014-09”). ASU 2014-09 supersedes the existing revenue recognition guidance and clarifies the

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principles for recognizing revenue. The core principle of ASU 2014-09 is that the entity should recognize revenue todepict the transfer of promised goods or services to customers in an amount that reflects the consideration to whichthe entity expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued anupdate to ASU 2014-09 deferring the effective date for public entities, on a retrospective basis, to annual reportingperiods beginning after December 15, 2017, and interim periods within that reporting period for a public company.Early adoption is permitted, subject to certain conditions. We are currently evaluating the adoption method and impactASU 2014-09 will have on our consolidated financial statements.

Note 2: Inventories, Net and Floor Plan Payable

Inventories consisted of the following (in thousands):

September 30, December 31, 2016 2015New RV vehicles $ 620,746 $ 620,499Used RV vehicles 89,017 164,381Parts, accessories and miscellaneous 98,326 84,059 $ 808,089 $ 868,939

New and used vehicles are primarily financed by floor plan arrangements through a syndication of banks. Thefloor plan notes are collateralized by substantially all of the assets of FreedomRoads, LLC (“FR”), a wholly ownedsubsidiary of FreedomRoads, which operates the Camping World dealerships, and bear interest at one month LondonInterbank Offered Rate (“LIBOR”) plus 2.05% as of September 30, 2016 and 2.40% as of December 31, 2015. LIBOR,as defined, was 0.52% at September 30, 2016 and 0.36% as of December 31, 2015. Principal is due upon the sale ofthe related vehicle.

At September 30, 2016 and December 31, 2015, the principal amount outstanding under its floor planfinancing facility (the "Floor Plan Facility") was $532.5 million and $598.4 million, respectively. Outstanding letters ofcredit under the Floor Plan Facility were $7.3 million at both September 30, 2016 and December 31, 2015. Floor planinterest expense for the nine months ended September 30, 2016 and September 30, 2015 was $14.9 million and$9.4 million, respectively.

On July 1, 2016, FR entered into Amendment No. 1 to the Sixth Amended and Restated Credit Agreement forthe Floor Plan Facility to, among other things, increase the available amount under the Floor Plan Facility from $880.0million to $1.18 billion, amend the applicable borrowing rate margin on LIBOR and Base Rate Loans ranging from2.05% to 2.50% and 0.55% and 1.00%, respectively, based on the consolidated current ratio at FR, and extend thematurity date to June 30, 2019. The letter of credit commitment within the Floor Plan Facility remained at $15.0million.

The credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was incompliance with all debt covenants at September 30, 2016 and December 31, 2015. Note 3: Goodwill and Intangible Assets Goodwill

The following is a summary of changes in the Company’s goodwill by reportable segments for the ninemonths ended September 30, 2016 (in thousands):

Consumer Services and Plans Retail ConsolidatedBalance as of December 31, 2015 $ 49,944 $ 62,996 $ 112,940Goodwill related to acquisitions — 35,786 35,786Balance as of September 30, 2016 $ 49,944 $ 98,782 $ 148,726

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The Company evaluates goodwill for impairment on an annual basis during the fourth quarter, or morefrequently if events or changes in circumstances indicate that the Company’s goodwill or indefinite-lived intangibleassets might be impaired. The Company assesses qualitative factors to determine whether it is more likely than notthat the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely thannot that the fair value of a reporting unit is less than its carrying amount, then it is required to perform the first step of atwo-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with thecarrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then theCompany is required to perform the second step of the two-step goodwill impairment test to measure the amount ofthe impairment loss based on qualitative assessments. Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at September30, 2016 and December 31, 2015 (in thousands):

September 30, December 31, 2016 2015Gross membership and customer lists $ 9,486 $ 6,712

Less: accumulated amortization (5,765) (5,060)Intangible assets, net $ 3,721 $ 1,652

Our principal identifiable finite-lived intangible assets are membership and customer lists with weighted-average

useful lives of approximately five years each. Note 4: Long-Term Debt Long-term debt consists of the following:

September 30, December 31, 2016 2015Term Loan Facility $ 816,345 $ 725,393Less: current maturities (46,922) (52,089)Long-term debt, net of current maturities $ 769,423 $ 673,304

(1) Net of $4.7 million and $4.9 million original issue discount at September 30, 2016 and December 31, 2015,respectively, and $11.8 million and $11.1 million of finance costs at September 30, 2016 and December 31, 2015,respectively.

CWGS Credit Facility

On November 20, 2013, CWGS Group, LLC, a wholly owned subsidiary of CWGS, LLC, entered into a$545.0 million senior secured credit facility (the “Existing Senior Secured Credit Facilities”) consisting of a $525.0million term loan facility (the “Existing Term Loan Facility”), at an original issue discount of $5.3 million or 1.00%, anda $20.0 million revolving credit facility (the “Existing Revolving Credit Facility”). In December 2014 and December2015, CWGS Group, LLC secured an additional $117.0 million and $55.0 million, respectively, of term loan borrowingsunder the Existing Senior Secured Credit Facilities for which the proceeds were primarily used to purchasedealerships within FreedomRoads. In June 2015, CWGS Group, LLC secured an additional $95.0 million of term loanborrowings under the Senior Secured Credit Facilities for which the proceeds were primarily used to pay distributionsto the CWGS, LLC members. On September 21, 2016, the Company amended the Senior Secured Credit Facilitiesto, among other things, amend the change of control definition and other technical changes to facilitate its transitionto a public company, provide additional borrowings of $135.0 million under the Existing Term Loan Facility, increasingthe Existing Term Loan Facility to $828.2 million, net of original issue discount and finance costs totaling $16.5 million,and to permit a distribution of a portion of the proceeds to the members of CWGS, LLC. The net proceeds were usedto fund a $100.0 million special cash distribution to the members of CWGS, LLC on September 21, 2016, and theremainder of the proceeds will be used for general corporate purposes, including the potential acquisition ofdealerships.

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Interest on the Existing Term Loan Facility floats at the Company’s option at a) LIBOR, subject to a 1.00%floor, plus an applicable margin of 4.75%, or b) an Alternate Base Rate (“ABR”) equal to 3.75% per annum plus thegreater of the Prime Rate, Federal Funds Effective Rate plus 1/2 of 1.00%, LIBOR, or 2.00%. Interest on borrowingsunder the Existing Revolving Credit Facility is at the Company’s option of a) 4.25% to 4.50% per annum subject to a1.00% floor in the case of a Eurocurrency loan, or b) 3.25% to 3.50% per annum plus the greater of the Prime Rate,Federal Funds Effective Rate plus 1/2 of 1.00%, LIBOR, or 2.00% in the case of an ABR loan, based on theCompany’s ratio of net debt to consolidated earnings as defined in the Existing Senior Secured Credit Facilities. TheCompany also pays a commitment fee of 0.5% per annum on the unused amount of the Existing Revolving CreditFacility. Reborrowings under the Existing Term Loan Facility are not permitted. The quarterly scheduled principalprepayments on the term loan borrowings are $8.9 million. CWGS Group, LLC is required to prepay the term loanborrowings in an aggregate amount equal to 50% of excess cash flow, as defined in the Existing Senior SecuredCredit Facilities, for such fiscal year. The required percentage prepayment of excess cash flow is reduced to 25% ifthe total leverage ratio, as defined, is 2.00 to 1.00 or greater but less than 2.50 to 1.00. If the total leverage ratio isless than 2.00 to 1.00, no prepayment of excess cash flow is required. As of December 31, 2015, CWGS Group,LLC’s excess cash flow offer, as defined, was $16.1 million and was presented to the term loan holders. The holdersaccepted $12.0 million of the prepayment offer and a principal payment in that amount was made on May 9, 2016.

The Existing Revolving Credit Facility matures on November 20, 2018, and the Existing Term Loan Facility

matures on February 20, 2020. The funds available under the Revolving Credit Facility may be utilized for borrowingsor letters of credit; however, a maximum of $10.0 million may be allocated to such letters of credit. As of September30, 2016, the interest rate on the term debt was 5.75%, and permitted borrowings under the undrawn revolving creditfacility were $20.0 million. As of September 30, 2016, the Company had available borrowings of $16.3 million andletters of credit in the aggregate amount of $3.7 million outstanding under the Existing Revolving Credit Facility. As ofSeptember 30, 2016, $828.2 million was outstanding under the Existing Term Loan Facility and no amounts wereoutstanding on the Existing Revolving Credit Facility.

CWGS, LLC and CWGS Group, LLC have no revenue-generating operations of their own. Their ability to

meet the financial obligations associated with the Existing Senior Secured Credit Facilities is dependent on theearnings and cash flows of its operating subsidiaries, primarily Good Sam Enterprises, LLC and FR, and their ability toupstream dividends. The Existing Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly andseverally, on a senior secured basis by each of the Company’s existing and future domestic restricted subsidiarieswith the exception of FR and its subsidiaries. The Existing Senior Secured Credit Facilities contain certain restrictivecovenants including, but not limited to, mergers, changes in the nature of the business, acquisitions, additionalindebtedness, sales of assets, investments, and the prepayment of dividends subject to certain limitations andminimum operating covenants. The Company was in compliance with all debt covenants at September 30, 2016.

Note 5: Right to Use Liabilities

The Company leases operating facilities throughout the United States. The Company analyzes all leases inaccordance with Accounting Standards Codification (“ASC”) 840 — Leases. In the first nine months of 2016, threeleases were accounted for as operating leases after the completion of construction or the reduction in lease depositsto less than two month’s rent as they qualified for asset derecognition under the sale-leaseback accounting rules. Thisderecognition resulted in the removal of $20.0 million of right to use assets, and $20.1 million of right to use liabilities.

The Company has included the right to use assets in property and equipment, net, as follows (in thousands):

September 30, December 31, 2016 2015Right to use assets $ 10,673 $ 31,757Accumulated depreciation (602) (1,457)Right to use assets, net $ 10,071 $ 30,300

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The following is a schedule by year of the future changes in the right to use liabilities as of September 30,2016 (in thousands):

2016 $ 2182017 8722018 5832019 4862020 486Thereafter 14,300Total minimum lease payments 16,945Amounts representing interest (6,566)Present value of net minimum right to use liabilities payments $ 10,379

(1) Includes $5.0 million of scheduled derecognition of right to use liabilities upon the reduction in lease deposits toless than two months’ rent.

Note 6: Fair Value Measurements

The fair value of a financial instrument represents the amount at which the instrument could be exchanged ina current transaction between willing parties, other than in a forced sale or liquidation. Fair value estimates are madeat a specific point in time based on relevant market information about the financial instrument. These estimates aresubjective in nature and involve uncertainties and matters of judgment.

Accounting standards define fair value as the price that would be received from selling an asset or paid to

transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transactionbetween market participants at the measurement date. Accounting standards establish a fair value hierarchy whichrequires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value and also establishes the following three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets

or liabilities; quoted market prices in markets that are not active; or model-derivedvaluations or other inputs that are observable or can be corroborated by observablemarket data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are

significant to the fair value of the assets or liabilities

The following methods and assumptions were used by us in estimating fair value disclosures for financialinstruments:

Cash equivalents, accounts receivable, other assets, Notes Payable-floor plan, accounts payable, othercurrent liabilities : The amounts reported in the accompanying Unaudited Condensed Consolidated BalanceSheets approximate fair value due to their short-term nature. Fixed rate debt: Our fixed rate debt consists of amounts outstanding under our Existing Term Loan Facility.We estimate the fair value of our senior unsecured notes using quoted prices for the identical liability (Level1). A summary of the aggregate carrying value and fair value of our fixed rate debt is as follows:

Fair Value 9/30/2016 12/31/2015($ in thousands) Measurement Carrying Value Fair Value Carrying Value Fair ValueTerm Loan Facility Level 1 $ 816,345 $ 837,033 $ 725,393 $ 731,288

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Non-financial assets such as goodwill, other intangible assets, and long-lived assets held and used aremeasured at fair value when there is an indicator of impairment and recorded at fair value only whenimpairment is recognized or for a business combination.

Note 7: Commitments and Contingencies

The Company is obligated under various real estate operating leases for retail locations, distribution centersand office space, expiring in various years through February 2036.

On April 25, 2016 and May 1, 2016, Camping World entered into sponsorship agreements. The sponsorship

agreements expire on January 1, 2025 and October 1, 2019, respectively. The aggregate sponsorship fees payablefor each fiscal year are as follows as of September 30, 2016 (in thousands):

2016 $ 1,0002017 1,2002018 2,5002019 2,6002020 1,300Thereafter 5,700 $ 14,300

From time to time, the Company is involved in litigation arising in the normal course of business operations.The Company does not believe it is involved in any litigation that requires disclosure or will have a material adverseeffect on its results of operations or financial position. Note 8: Statement of Cash Flows

Supplemental disclosures of cash flow information for the nine months ended September 30 (in thousands):

Nine Months Ended

September

30, September

30, 2016 2015Cash paid during the period for:

Interest $ 50,705 $ 44,555Income taxes 1,354 1,143

2016:

In September 2016, FreedomRoads acquired the assets of an RV dealership for an aggregate purchase priceof $8.2 million.

In September 2016, the Company assumed $0.2 million of customer deposits and paid $1.4 million in

connection with the acquisition of five RV shows from M & P Productions, Inc. In September 2016, a tenant improvement in the amount of $0.7 million was delivered by a lessor upon the

construction completion date. In June 2016, the Company assigned its equity interest in AutoMatch USA, LLC, an indirect wholly-owned

subsidiary of the Company, in the form of a $38.8 million non-cash distribution (See Note 11 — AutoMatchDistribution). Included in the non-cash distribution were contracts in transit of $1.0 million, accounts receivable of $0.3million, inventories of $20.3 million, property and equipment of $17.1 million, and prepaid expenses and other assetsof $0.1 million.

In January 2016, the Company acquired equipment through third party capital lease arrangements totaling

$2.0 million.

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In the first quarter of 2016, the Company derecognized $15.4 million of fixed assets and right to use liabilitiesfor two leases that qualified as operating leases after completion of construction in 2016. In the three months endedSeptember 30, 2016, the Company derecognized $4.6 million of fixed assets and $4.7 million of right to use liabilitiesfor our lease that qualified as an operating lease after the reduction in lease deposits to less than two month’s rent.

In January 2016, FreedomRoads acquired the assets of an RV dealership group comprised of four locations

for an aggregate purchase price of approximately $58.9 million plus real property of $9.5 million (see Note 9 —Acquisitions). The purchase was funded through $22.6 million of borrowings under the Floor Plan Facility and thebalance through a capital contribution provided by the net proceeds of the incremental debt issuance in December2015 under the Company’s Existing Senior Secured Credit Facilities.

In January 2016, Camping World acquired the assets of a wholesale parts dealer for $1.4 million, comprised

of inventory of $1.2 million, intangible assets of $1.3 million, receivables of $1.0 million, prepaid expenses of $0.1million, and accrued liabilities of $2.2 million. 2015:

Certain real estate lease agreements were capitalized in accordance with ASC 840 — Leases. The value ofthe real property, other than land of $15.3 million, was capitalized as a right to use asset with a corresponding $15.3million included as a right to use liabilities.

Note 9: Acquisitions

In the first quarter of 2016 and 2015, a subsidiary of the Company acquired the assets or stock of multipledealership locations. The Company used its working capital, a combination of cash and floor plan financing andmember’s capital contributions to complete the acquisitions. The acquired businesses were recorded at theirpreliminary estimated fair values under the purchase method of accounting. The balance of the purchase prices inexcess of fair value of the assets acquired and liabilities assumed was recorded as goodwill.

In 2016, concurrent with the acquisition of dealership businesses, the Company purchased real properties for

$12.9 million from related parties of the sellers. For the nine months ended September 30, 2016, the Company soldother real properties to a third party in sale-leaseback transactions for $7.3 million. In 2015, the Company purchasedreal property of $44.5 million related to the acquisition of dealership assets In the nine months ended September 30,2015, the Company sold other real properties to a third party in sale-leaseback transactions for $33.6 million.

A summary of the purchase price allocations for the acquisitions consists of the following:

Nine Months Ended September 30, September 30, September 30,($ in thousands) 2016 2015Assets (liabilities) acquired (assumed) at fair value:

Accounts receivable $ 944 $ —Inventory 29,713 77,167Property and equipment 635 842Intangibles 2,774 —Goodwill 35,786 50,224Other assets 142 (544)Accrued liabilities (2,231) (624)Other liabilities (75) (1,111)Purchase price 67,688 125,954Purchase price holdback included in other long-term liabilities — (1,500)Inventory purchases financed via floor plan (22,265) (59,794)Cash payment net of holdback and floor plan financing $ 45,423 $ 64,660

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Included in the nine months ended September 30, 2016 and 2015 Consolidated Financial results were $258.6million and $179.4 million of revenue, respectively, and $6.7 million and $6.0 million of pre-tax income, respectively, ofthe acquired dealerships from the applicable acquisition dates.

Note 10: Member Unit Redemption

On April 4, 2016, the Company’s board of directors approved a Profits Units redemption by Mr. Lemonis inthe amount of 1,763 Profits Units for $17.0 million. The Company remitted the proceeds to Mr. Lemonis through, (i) acash distribution in the amount of $13.0 million; and (ii) a $4.0 million note. The note bears interest at 3.0% per annumand has scheduled principal amortization of (a) $1.5 million plus all accrued and unpaid interest as of May 1, 2016, (b)$1.5 million plus all accrued and unpaid interest on June 1, 2016, and (c) all outstanding principal plus all accrued andunpaid interest on July 1, 2016. The note was paid in full in April 2016. As part of the transaction, the Companyrecorded equity based compensation expense of $60,200, equal to the fair value of the 1,763 Profits Units as of thegrant date.

Note 11: AutoMatch Distribution

On June 13, 2016, the board of directors of CWGS, LLC declared a $42.7 million distribution comprising of (i)

the assignment of its equity interest in AutoMatch USA, LLC (‘‘AutoMatch’’), an indirect wholly-owned subsidiary ofCWGS, LLC, to CWGS Holding, LLC and CVRV Acquisition LLC, each a member of CWGS, LLC, in the form of a$38.8 million non-cash distribution, and (ii) a $3.8 million cash distribution to the Profits Units of which $3.6 million waspaid on June 17, 2016 and $0.2 million was paid on September 7, 2016. In connection with the AutoMatch distribution,AutoMatch and FreedomRoads, LLC, an indirect wholly-owned subsidiary of CWGS, LLC, entered into a TransitionServices Agreement (the "Transition Services Agreement") whereby, for a period of up to one hundred twenty daysfollowing the distribution of AutoMatch, FreedomRoads, LLC will continue to provide administrative, employee andoperational support to AutoMatch in the same manner as provided prior to such distribution and AutoMatch will beoperated and managed by employees of FreedomRoads, LLC, in exchange for reimbursement by AutoMatch of allexpenses incurred by FreedomRoads, LLC in connection therewith. On September 7, 2016, the board of directors ofCWGS, LLC declared a $1.6 million distribution, representing the final net settlement amount under the TransitionServices Agreement, which was paid on the same day.

Note 12: Segments Information

We have two reportable segments: (1) Consumer Services and Plans, and (2) Retail. Our Consumer Servicesand Plans segment is comprised of emergency roadside assistance; property and casualty insurance programs; travelassist programs; extended vehicle service contracts; co-branded credit cards; vehicle financing and refinancing;membership clubs; and publications and directories. Our Retail segment is comprised of new vehicles; used vehicles;parts and service; and finance and insurance. Corporate and other is comprised of the corporate operations of theCompany.

The reportable segments identified above are the business activities of the Company for which discrete

financial information is available and for which operating results are regularly reviewed by our chief operating decisionmaker to allocate resources and assess performance. Our chief operating decision maker is our Chief ExecutiveOfficer. Segment income is defined as income from operations before depreciation and amortization plus floor planinterest expense.

Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization,

other interest expense, total assets, and capital expenditures are as follows (in thousands):

Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015Revenue:

Consumer Services and Plans $ 45,442 $ 40,902 $ 135,868 $ 127,747Retail 960,545 921,064 2,764,226 2,549,106Total consolidated revenue $ 1,005,987 $ 961,966 $ 2,900,094 $ 2,676,853

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Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015Segment income:

Consumer Services and Plans $ 19,847 $ 18,210 $ 63,948 $ 58,476Retail 70,064 61,904 187,516 171,660

Total segment income 89,911 80,114 251,464 230,136Corporate and other selling, general and

administrative expense (1,011) (664) (2,420) (2,028)Depreciation and amortization (6,219) (6,387) (18,144) (17,785)Other interest expense, net (12,715) (14,414) (38,040) (40,776)Other income (expense) — 1 (2) 1

Income from operations before income taxes $ 69,966 $ 58,650 $ 192,858 $ 169,548

Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015Depreciation and amortization:

Consumer Services and Plans $ 926 $ 917 $ 2,777 $ 2,706Retail 5,293 5,470 15,367 15,079Total depreciation and amortization $ 6,219 $ 6,387 $ 18,144 $ 17,785

Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2016 2015 2016 2015Other interest expense, net:

Consumer Services and Plans $ 4 $ 7 $ 12 $ 26Retail 1,482 4,298 4,250 11,401Total 1,486 4,305 4,262 11,427Corporate and other 11,229 10,109 33,778 29,349Total other interest expense, net $ 12,715 $ 14,414 $ 38,040 $ 40,776

Note 13: Earnings Per Unit

On October 6, 2016, our limited liability company agreement was amended and restated to, among otherthings, (i) provide for a new single class of common membership interests in CWGS, LLC, and (ii) exchange all of theexisting membership interests of the Continuing Equity Owners of CWGS, LLC into 71,899,630 common units ofCWGS, LLC, and (iii) appoint Camping World Holdings, Inc. as the sole managing member of CWGS, LLC upon itsacquisition of common units in connection with the IPO. See Note 14 - Subsequent Events. For the purposes ofcalculating pro forma earnings per unit, we have adjusted the number of outstanding membership units retroactivelyfor all periods presented to give effect to the above-mentioned amendment and resulting recapitalization.

Pro forma basic earnings per unit is computed by dividing net income by the pro forma weighted-average

number of units outstanding during the period. Pro forma diluted earnings per unit is computed by dividing net incomeby the pro forma weighted-average number of units outstanding adjusted to give effect to potentially dilutive securities.There are no potentially dilutive securities at September 30, 2016.

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The following table sets forth a reconciliation of the numerators and denominators used to compute pro formabasic and diluted earnings per unit for the three and nine months ended September 30, 2016 and 2015.

For the three months ended For the nine months ended September 30, September 30, (in thousands, except per unit amounts) 2016 2015 2016 2015Numerator:

Net Income $ 67,678 $ 57,505 $ 188,220 $ 166,195 Denominator:

Pro forma weighted average units outstanding - basic 71,899,630 71,899,630 71,899,630 71,899,630Pro Forma Weighted average units outstanding - diluted 71,899,630 71,899,630 71,899,630 71,899,630

Pro forma earnings per unit - basic $ 0.94 $ 0.80 $ 2.62 $ 2.31Pro forma earnings per unit - diluted $ 0.94 $ 0.80 $ 2.62 $ 2.31

Note 14: Subsequent Events

On October 13, 2016, CWH completed its IPO of 11,363,636 shares of Class A common stock at a publicoffering price of $22.00 per share and received $233.4 million in proceeds, net of underwriting discounts andcommissions. CWH used the net proceeds to purchase 11,363,636 newly-issued common units from CWGS, LLC ata price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwritingdiscounts and commissions. In addition, on November 4, 2016, the underwriters exercised their option, in part, topurchase an additional 508,564 shares of Class A common stock. On November 9, 2016, we closed on the purchaseof the additional 508,564 shares of Class A common stock and received $10.4 million in additional proceeds, net ofunderwriting discounts and commissions, which we used to purchase 508,564 newly-issued common units fromCWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPOless underwriting discounts and commissions. Immediately following the completion of the IPO, the underwritersoption to purchase additional shares of Class A common stock and the Transactions described in Note 5 of CWH’sbalance sheets, CWH and CWH BR, LLC, a wholly owned subsidiary of CWH, held 18,935,916 common units,representing an approximate 22.6% interest in us.

We used the capital contribution received from CWH to repay $200.4 million of the outstanding borrowingsunder the Existing Term Loan Facility and the remainder of the proceeds will be used for general corporate purposes,including the potential acquisition of dealerships.

In connection with the IPO, on September 24, 2016, CWH adopted the Camping World Holdings, Inc. 2016Incentive Award Plan (the “2016 Plan”), which became effective on October 6, 2016 upon the effectiveness of theCWH’s registration statement on form S-1 (“File No. 333-211977”), as amended. CWH reserved a total of 14,693,518shares of Class A common stock for issuance pursuant to the 2016 Plan. In connection with the IPO, we granted tocertain of our directors and certain of our employees Class A common stock issuable pursuant to 1,134,809 stockoptions and 145,282 restricted stock units.

On October 6, 2016, our limited liability company agreement was amended and restated to, among otherthings, (i) provide for a new single class of common membership interests in CWGS, LLC, (ii) exchange all of theexisting membership interests of the Continuing Equity Owners of CWGS, LLC into 71,899,630 common units ofCWGS, LLC, and (iii) appoint CWH as the sole managing member of CWGS, LLC upon its acquisition of commonunits in connection with the IPO. For the purposes of calculating pro forma earnings per unit, we have adjusted thenumber of outstanding membership units retroactively for all periods presented to give effect to the above-mentionedamendment and resulting recapitalization.

On November 8, 2016, CWGS Group, LLC and CWGS, LLC (as parent guarantor) entered into a new $680.0

million senior secured credit facility with Goldman Sachs Bank USA, as administrative agent, and the other lendersparty thereto (the ‘‘New Senior Secured Credit Facilities’’) and used the proceeds to repay the CWGS Group, LLCExisting Senior Secured Credit Facilities. The New Senior Secured Credit Facilities consists of a seven-year $645.0million New Term Loan Facility and a five-year $35.0 million Revolving Credit Facility. The New Term Loan Facilitybears interest at LIBOR plus 3.75% with a 0.75% LIBOR floor, and outstanding balances under the New RevolvingCredit Facility bear interest at LIBOR plus 3.50%. The New Term Loan Facility includes mandatory amortization at 1%per annum in equal quarterly installments.

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read

together with our financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as the discussion in the “Business” section of our prospectus, dated October 6, 2016, filed with theSecurities and Exchange Commission (the “SEC”) in accordance with Rule 424(b) of the Securities Act of 1933, asamended, on October 11, 2016. This discussion and analysis reflects our historical results of operations and financialposition, and, except as otherwise indicated below, does not give effect to the completion of our initial public offeringor the reorganization transactions entered into in connection therewith. This discussion contains forward-lookingstatements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual resultsmay differ materially from those anticipated in these forward-looking statements as a result of various factors,including those set forth under ‘‘Cautionary Note Regarding Forward-Looking Statements’’ included elsewhere in thisQuarterly Report on Form 10-Q and “Risk Factors” in Item 1A of Part II of this Quarterly Report on Form 10-Q. Unlessthe context requires otherwise, references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and“our” refer to CWGS Enterprises, LLC and its consolidated subsidiaries prior to the reorganization transactionsdescribed in this Quarterly Report on Form 10-Q and to Camping World Holdings, Inc. and its consolidatedsubsidiaries following the reorganization transactions.

For purposes of this Quarterly Report on Form 10-Q, we define an "Active Customer" as a customer who has

transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.Unless otherwise indicated, the date of measurement is September 30, 2016, our most recently completed fiscalquarter. Additionally, references herein to the approximately 9 million U.S. households that own a recreational vehicle("RV") are based on The RV Consumer in 2011, an industry report published by the University of Michigan in 2011(the "RV Survey"), which we believe to be the most recent such survey.

Overview

We believe we are the only provider of a comprehensive portfolio of services, protection plans, products andresources for RV enthusiasts. Approximately 9 million households in the U.S. own an RV, and of that installed base,we have approximately 3.3 million Active Customers. We generate recurring revenue by providing RV owners andenthusiasts the full spectrum of services, protection plans, products and resources that we believe are essential tooperate, maintain and protect their RV and to enjoy the RV lifestyle. We provide these offerings through our two iconicbrands: Good Sam and Camping World.

We believe our Good Sam branded offerings provide the industry’s broadest and deepest range of services,

protection plans, products and resources, including: extended vehicle service contracts and insurance protectionplans, roadside assistance, membership clubs and financing products. A majority of these programs are on a multi-year or annually renewable basis. We also operate the Good Sam Club, which we believe is the largest RVorganization in the world, with approximately 1.7 million members as of September 30, 2016. Membership benefitsinclude a variety of discounts, exclusive benefits, specialty publications and other membership benefits, all of whichwe believe enhance the RV experience, drive customer engagement and provide cross-selling opportunities for ourother services, protection plans and products.

Our Camping World brand operates the largest national network of RV-centric retail locations in the United

States through our 120 retail locations in 36 states, as of September 30, 2016, and through our e-commerceplatforms. We believe we are significantly larger in scale than our next largest competitor. We provide new and usedRVs, repair parts, RV accessories and supplies, RV repair and maintenance services, protection plans, travelassistance plans, RV financing, and lifestyle products and services for new and existing RV owners. Our retaillocations are staffed with knowledgeable local team members, providing customers access to extensive RV expertise.Our retail locations are strategically located in key national RV markets.

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We attract new customers primarily through our retail locations, e-commerce platforms and direct marketing.

Once we acquire our customers through a transaction, they become part of our customer database where weleverage customized customer relationship management ("CRM”) tools and analytics to actively engage, market andsell multiple products and services. Our goal is to consistently grow our customer database through our variouschannels to increasingly cross-sell our products and services. Segments

We identify our reporting segments based on the organizational units used by management to monitorperformance and make operating decisions. We have identified two reporting segments: (a) Consumer Services andPlans, and (b) Retail. We provide our consumer services and plans offerings through our Good Sam brand and weprovide our retail offerings through our Camping World brand. Within the Consumer Services and Plans segment, weprimarily derive revenue from the sale of the following offerings: emergency roadside assistance; property andcasualty insurance programs; travel assist programs; extended vehicle service contracts; co-branded credit cards;vehicle financing and refinancing; club memberships; and publications and directories. Within the Retail segment, weprimarily derive revenue from the sale of the following products: new vehicles; used vehicles; parts and service,including RV accessories and supplies; and finance and insurance. For the nine months ended September 30, 2016and 2015 we generated 4.7% and 4.8%, of our total revenue from our Consumer Services and Plans segment,respectively, and 95.3% and 95.2% of our total revenue from our Retail segment, respectively. For the nine monthsended September 30, 2016 and 2015 we generated 9.5% and 9.3% of our gross profit from our Consumer Servicesand Plans segment, respectively, and 90.5% and 90.7% of our gross profit from our Retail segment, respectively. SeeNote 12 to our unaudited consolidated financial statements in Item 1 of Part I of this Quarterly Report on Form 10-Q. Growth Strategies and Outlook

We believe RV trips remain the least expensive type of vacation and allow RV owners to travel more whilespending less. RV trips offer savings on a variety of vacation costs, including, among others, airfare, lodging anddining. While fuel costs are a component of the overall vacation cost, we believe fluctuations in fuel prices are not asignificant factor affecting a family’s decision to take RV trips.

The RV owner installed base has benefited positively from the aging and the increased industry penetration of

the baby boomer consumer demographic, those aged 52 to 70 years old. In addition to growth from baby boomers,the Recreational Vehicle Industry Association estimates the fastest growing RV owner age group includes GenerationX consumers, those currently 35 to 54 years old. The U.S. Census Bureau estimates that approximately 84 millionAmericans were of the age 35 to 54 years old in 2014.

In addition to positive age trends, according to the RV Survey, the typical RV customer has, on average, a

household income of approximately $75,000. This is approximately 50% higher than the median household income ofthe broader United States population at the time of the RV survey, according to the U.S. Census Bureau. The higheraverage income has resulted in a more resilient RV consumer with greater buying power across economic cycles.

Taken together, we believe the savings RVs offer on a variety of vacation costs, an increase in the pool of

potential RV customers due to an aging baby boomer demographic, and the increased RV ownership among youngerconsumers should continue to grow the installed base of RV owners, and will have a positive impact on RV usage.

We plan to take advantage of these positive trends in RV usage to pursue the following strategies to continue

to grow our revenue and profits: · Grow our Active Base of Customers. We believe our strong brands, leading market position, ongoing

investment in our service platform, broad product portfolio and full suite of resources will continue toprovide us with competitive advantages in targeting and capturing a larger share of consumers with whomwe do not currently transact in addition to the growing number of new RV

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enthusiasts that will enter the market. We expect to continue to grow the Active Customer base primarilythrough three strategies:

· Targeted Marketing: We continuously work to attract new customers to our existing retail and onlinelocations through targeted marketing, attractive introductory offerings and access to our wide array ofresources for RV enthusiasts.

· Greenfield Retail Locations: We establish retail locations in new and existing markets to expand ourcustomer base. Target markets and locations are identified by employing proprietary data andanalytical tools.

· Retail Location Acquisitions: The RV dealership industry is highly fragmented with a large number ofindependent RV dealers. We use acquisitions of independent dealers as a fast and capital efficientalternative to new retail location openings to expand our business and grow our customer base.

· Cross-Sell Products and Services. We believe our customer database of over 12 million unique contactsprovides us with the opportunity to continue our growth through the cross-selling of our products andservices. We use our customized CRM system and database analytics to proactively market and cross-sell to Active Customers. We also seek to increase the penetration of our customers who exhibit highermulti-product attachment rates.

· New Products and Vertical Acquisitions. Introduction of new products enhances our cross-selling effort,both by catering to evolving customer demands and by bringing in new customers. Through relationshipswith existing suppliers and through acquisitions, we will look to increase the new products we can offer toour customers. Similarly, an opportunistic vertical acquisition strategy allows us to earn an increasedmargin on our services, protection plans and products, and we evaluate such acquisitions that can allowus to capture additional sales from our customers at attractive risk-adjusted returns.

As discussed below under ‘‘— Liquidity and Capital Resources,’’ we believe that our sources of liquidity and

capital will be sufficient to take advantage of these positive trends in RV usage and finance our growth strategy.However, the operation of our business, the rate of our expansion and our ability to respond to changing business andeconomic conditions depend on the availability of adequate capital, which in turn typically depends on cash flowgenerated by our business and, if necessary, the availability of equity or debt capital. In addition, as we grow, we willface the risk that our existing resources and systems, including management resources, accounting and financepersonnel and operating systems, may be inadequate to support our growth. Any inability to generate sufficient cashflows from operations or raise additional equity or debt capital or retain the personnel or make the other changes inour systems that may be required to support our growth could have a material adverse effect on our business,financial condition and results of operations. See ‘‘Risk Factors — Risks Related to our Business — Our ability tooperate and expand our business and to respond to changing business and economic conditions will depend on theavailability of adequate capital’’ and ‘‘Risk Factors — Risks Related to our Business — Our expansion into new,unfamiliar markets presents increased risks that may prevent us from being profitable in these new markets.” Delaysin opening or acquiring new retail locations could have a material adverse effect on our business, financial conditionand results of operations in Item 1A of Part II of this Quarterly Report on Form 10-Q.

How We Generate Revenue

Revenue across each of our two reporting segments is impacted by the following key revenue drivers: Number of Active Customers. As of September 30, 2016 and 2015 we had approximately 3.3 million and 3.1

million Active Customers, respectively. Our Active Customer base is an integral part of our business model and has asignificant effect on our revenue. We attract new customers to our business primarily through our retail locations.Once we acquire our customers through a transaction, they become part of our customer database where we useCRM tools to cross-sell Active Customers additional products and services.

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Consumer Services and Plans. The majority of our consumer services and plans, such as our roadsideassistance, extended service contracts, insurance programs, travel assist and our Good Sam and Coast to Coastclubs, are built on a recurring revenue model. A majority of these programs are on a multi-year or annually renewablebasis and have annualized fees typically ranging from $20 to $5,200. We believe that many of these products andservices are essential for our customers to operate, maintain and protect their RVs and to enjoy the RV lifestyle,resulting in attractive annual retention rates. As we continue to grow our consumer services and plans business, weexpect to further enhance our visibility with respect to revenue and cash flow, and increase our overall profitability. Asof September 30, 2016 and 2015 we had, respectively, 1.8 million and 1.7 million club members in our Good Sam andCoast to Coast clubs.

Retail Locations. We open new retail locations through organic growth and acquisitions. Our new retail

locations are one of the primary ways in which we attract new customers to our business. Our retail locations typicallyoffer our full array of products and services, including new and used RVs, RV financing, protection plans, a selectionof OEM and aftermarket repair parts, RV accessories, RV maintenance products, supplies and outdoor lifestyleproducts.

The total number of new retail location openings in any period, including the mix of greenfield locations and

acquired locations, the geographic location of the openings and the timing of the incurrence of pre-opening costs, willcontinue to have an impact on our revenue and profitability. When we build or acquire new retail locations, we makecapital investments in facilities, fixtures and equipment, which we amortize over time. Before we open new retaillocations organically or through acquisitions, we incur pre-opening expenses, including advertising costs, payrollexpenses, travel expenses, employee training costs, rent expenses and setup costs. While acquired sites typicallyremain open following an acquisition, in certain instances we may close a location following an acquisition forremodeling for a period of time generally not in excess of eight weeks. A greenfield retail location typically takes five to12 months to open from the time we sign a lease for the location and we typically begin to incur pre-opening expenses60 to 90 days prior to opening. Our acquisitions are typically profitable within two full calendar months after anacquisition, with the exception of acquisitions we consider turn-around opportunities, which are typically profitablewithin two to four months. Our greenfield locations typically reach profitability within three months. When we enter newmarkets, we may be exposed to start up times that are longer and store revenue and contribution margins that arelower than reflected in our average historical experience.

For the nine months ended September 30, 2016 and 2015 we opened one and two greenfield locations,

respectively, acquired five (of which four were opened during the period and one is scheduled to open in the fourthquarter of 2016) and six retail locations, respectively, and did not close any retail locations during either period.

Same store sales. Same store sales measures the performance of a retail location during the current

reporting period against the performance of the same retail location in the corresponding period of the previous year.Same store sales calculations for a given period include only those stores that were open both at the end ofcorresponding period and at the beginning of the preceding fiscal year.

Same store sales growth is driven by increases in the number of transactions and the average transaction

price. In addition to attracting new customers and cross-selling our consumer services and plans, we also drive oursales through new product introductions, including our private label offerings. Although growth in same store salesdrives our overall revenue, we have and will continue to experience volatility in same store sales from period to period,mainly due to changes in our product sales mix. Our product mix in any period is principally impacted by the numberand mix of new or used RVs that we sell due to the high price points of these products compared to our other retailproducts and the range of price points among the types of RVs sold.

As discussed below, a decrease in same store sales resulting from product mix will not necessarily have a

significant impact on our profitability because our product sales outside of new and used RVs typically carry highermargins and because margins vary among the different types of RVs sold. Through the sale of RVs, we are able toadd members to our Active Customer base and increase our opportunities to cross-sell our higher margin productsand recurring consumer services and plans.

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As of September 30, 2016 and 2015, we had, respectively, a base of 107 and 100 same stores, of whichsame stores, respectively, 18 and 17 did not include dealerships. For the three months ended September 30, 2016,and 2015, our aggregate same store sales were $831.2 million and $785.8 million, respectively, representing a samestore sales increase of 5.8%. For the nine months ended September 30, 2016 and 2015, our aggregate same storessales were $2,372.6 million and $2,212.3 million, respectively, representing a same store sales increase of 7.2%. Asof September 30, 2016 and 2015 we had, respectively, a total of 120 and 117 retail locations.

Other Key Performance Indicators

Gross Profit and Gross Margins. Gross profit is our total revenue less our total costs applicable to revenue.Our total costs applicable to revenue primarily consists of the cost of goods and cost of sales. Gross margin is grossprofit as a percentage of revenue.

Our gross profit is variable in nature and generally follows changes in our revenue. While gross margins for

our Retail segment are lower than our gross margins for our Consumer Services and Plans segment, our Retailsegment generates significant gross profit and is a primary means of acquiring new customers, to which we thencross-sell our higher margin products and services with recurring revenue. We believe the overall growth of our Retailsegment will allow us to continue to drive growth in gross profits due to our ability to cross-sell our consumer servicesand plans to our increasing Active Customer base. For the nine months ended September 30, 2016 and 2015 grossprofit was $76.8 million and $67.6 million respectively, and gross margin was 56.5% and 52.9% respectively, for ourConsumer Services and Plans segment, and gross profit was $731.8 million and $661.9 million, respectively, andgross margin was 26.5% and 26.0%, respectively, for our Retail segment.

SG&A as a percentage of Gross Profit. Selling, general and administrative (‘‘SG&A’’) expenses as a

percentage of gross profit allows us to monitor our expense control over a period of time. SG&A consists primarily ofwage-related expenses, selling expenses related to commissions and advertising, lease expenses and corporateoverhead expenses. We calculate SG&A expenses as a percentage of gross profit by dividing SG&A expenses for theperiod by total gross profit. For the nine months ended September 30, 2016 and 2015 SG&A as a percentage of grossprofit was 67.4% and 67.5%, respectively. We expect SG&A expenses to increase as we open new retail locationsthrough organic growth and acquisitions, which we also expect will drive increases in revenue and gross profit.Additionally, we expect that our SG&A expenses will increase in future periods in part due to additional legal,accounting, insurance and other expenses that we expect to incur as a result of being a public company, includingcompliance with the Sarbanes-Oxley Act and the related rules and regulations.

Adjusted EBITDA. Adjusted EBITDA is one of the primary metrics management uses to evaluate the financial

performance of our business. Adjusted EBITDA is also frequently used by analysts, investors and other interestedparties to evaluate companies in our industry. We use Adjusted EBITDA to supplement GAAP measures ofperformance as follows:

· as a measurement of operating performance to assist us in comparing the operating performance of our

business on a consistent basis, and remove the impact of items not directly resulting from our coreoperations;

· for planning purposes, including the preparation of our internal annual operating budget and financialprojections;

· to evaluate the performance and effectiveness of our operational strategies; and

· to evaluate our capacity to fund capital expenditures and expand our business.

We define EBITDA as net income before other interest expense (excluding floor plan interest expense),provision for income taxes, depreciation and amortization.

We define Adjusted EBITDA as net income before other interest expense (excluding floor plan interest

expense), provision for income taxes, depreciation and amortization, loss (gain) on debt repayment, loss (gain) onsale of assets and disposition of stores, monitoring fees, an adjustment to rent on right to use

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assets and other unusual or one-time items. Adjusted EBITDA is not a GAAP measure of our financial performanceand should not be considered as an alternative to net income as a measure of financial performance, or any otherperformance measure derived in accordance with GAAP. Adjusted EBITDA should not be construed as an inferencethat our future results will be unaffected by unusual or non-recurring items. Additionally, Adjusted EBITDA is notintended to be a measure of discretionary cash to invest in the growth of our business, as it does not reflect taxpayments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future,including, among other things, cash requirements for working capital needs and cash costs to replace assets beingdepreciated and amortized. Management compensates for these limitations by relying on our GAAP results in additionto using Adjusted EBITDA supplementally. Our measure of Adjusted EBITDA is not necessarily comparable tosimilarly titled captions of other companies due to different methods of calculation.

The following is a reconciliation of Net Income to Adjusted EBITDA:

Three Months Ended Nine Months Ended September 30, September 30,($ in thousands) 2016 2015 2016 2015 Net Income $67,678 $57,505 $188,220 $166,195Other interest expense, net 12,715 14,414 38,040 40,776Income tax expense 2,288 1,145 4,638 3,353Depreciation and amortization 6,219 6,387 18,144 17,785EBITDA 88,900 79,451 249,042 228,109Adjustments: Loss (gain) on sale of assets and disposition of stores 21 5 (225) 151Monitoring fee 625 625 1,875 1,875Adjustment to rent on right to use assets — (2,935) — (7,598)Adjusted EBITDA $89,546 $77,146 $250,692 $222,537

(a) Represents an adjustment to eliminate the gains and losses on sales of various assets and aggregate non-recurring losses from two non-performing locations that were sold in 2015.

(b) Represents monitoring fees paid pursuant to a monitoring agreement with Crestview Advisors, L.L.C. andStephen Adams. We terminated the monitoring agreement upon the consummation of the IPO.

(c) Represents an adjustment to rent expense for the periods presented for derecognition of certain right to useliabilities in the fourth quarter of 2015 due to certain lease modifications which caused the leases to be reportedas operating leases. The adjustments represent additional rent expense that would have been incurred for theperiods presented had the leases previously been classified as operating leases.

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Results of Operations Three and Nine Months Ended September 30, 2016 Compared to Three and Nine Months Ended September 30,2015

The following table sets forth information comparing the components of net income for the three and ninemonths ended September 30, 2016 and 2015.

Three Months Ended Favorable/ Nine Months Ended Favorable/ September 30, 2016 September 30, 2015 (Unfavorable) September 30, 2016 September 30, 2015 (Unfavorable) Percent of Percent of Percent of Percent of ($ in thousands) Amount Revenue Amount Revenue $ % Amount Revenue Amount Revenue $ % Revenue:

Consumer Services and Plans $ 45,442 4.5% $ 40,902 4.3% $ 4,540 11.1% $ 135,868 4.7% $ 127,747 4.8% $ 8,121 6.4%Retail

New vehicles 545,231 54.2% 468,084 48.7% 77,147 16.5% 1,533,463 52.9% 1,314,742 49.1% 218,721 16.6%Used vehicles 181,820 18.1% 238,018 24.7% (56,198) -23.6% 577,994 19.9% 646,138 24.1% (68,144) -10.5%Parts, services and other 166,076 16.5% 157,214 16.3% 8,862 5.6% 464,959 16.0% 430,841 16.1% 34,118 7.9%Finance and insurance, net 67,418 6.7% 57,748 6.0% 9,670 16.7% 187,810 6.5% 157,385 5.9% 30,425 19.3%Subtotal 960,545 95.5% 921,064 95.7% 39,481 4.3% 2,764,226 95.3% 2,549,106 95.2% 215,120 8.4%

Total revenue 1,005,987 100.0% 961,966 100.0% 44,021 4.6% 2,900,094 100.0% 2,676,853 100.0% 223,241 8.3% Gross profit (exclusive of depreciation and

amortization shown separately below): Consumer Services and Plans 25,489 2.5% 21,498 2.2% 3,991 18.6% 76,797 2.6% 67,551 2.5% 9,246 13.7%Retail

New vehicles 70,287 7.0% 62,636 6.5% 7,651 12.2% 207,546 7.2% 179,668 6.7% 27,878 15.5%Used vehicles 41,304 4.1% 45,899 4.8% (4,595) -10.0% 116,244 4.0% 124,023 4.6% (7,779) -6.3%Parts, services and other 77,603 7.7% 71,389 7.4% 6,214 8.7% 220,225 7.6% 200,796 7.5% 19,429 9.7%Finance and insurance, net 67,418 6.7% 57,748 6.0% 9,670 16.7% 187,810 6.5% 157,385 5.9% 30,425 19.3%Subtotal 256,612 25.5% 237,672 24.7% 18,940 8.0% 731,825 25.2% 661,872 24.7% 69,953 10.6%

Total gross profit 282,101 28.0% 259,170 26.9% 22,931 8.8% 808,622 27.9% 729,423 27.2% 79,199 10.9% Operating expenses:

Selling, general and administrative expenses 188,858 18.8% 176,466 18.3% (12,392) -7.0% 544,954 18.8% 492,345 18.4% (52,609) -10.7%Depreciation and amortization 6,219 0.6% 6,387 0.7% 168 2.6% 18,144 0.6% 17,785 0.7% (359) -2.0%

(Gain) loss on asset sales 21 0.0% 241 0.0% 220 -91.3% (227) 0.0% (424) 0.0% (197) -46.5%

Income from operations 87,003 8.6% 76,076 7.9% 10,927 14.4% 245,751 8.5% 219,717 8.2% 26,034 11.8% Other income (expense):

Floor plan interest expense (4,322) -0.4% (3,013) -0.3% (1,309) -43.4% (14,851) -0.5% (9,394) -0.4% (5,457) -58.1%Other interest expense, net (12,715) -1.3% (14,414) -1.5% 1,699 11.8% (38,040) -1.3% (40,776) -1.5% 2,736 6.7%Other income (expense), net — 0.0% 1 0.0% (1) 100.0% (2) 0.0% 1 0.0% (3) 300.0%

(17,037) -1.7% (17,426) -1.8% 389 2.2% (52,893) -1.8% (50,169) -1.9% (2,724) -5.4%Income before income taxes 69,966 7.0% 58,650 6.1% 11,316 19.3% 192,858 6.7% 169,548 6.3% 23,310 13.7% Income tax expense (2,288) -0.2% (1,145) -0.1% (1,143) -99.8% (4,638) -0.2% (3,353) -0.1% (1,285) -38.3%Net income $ 67,678 6.7% $ 57,505 6.0% $ 10,173 17.7% $ 188,220 6.5% $ 166,195 6.2% $ 22,025 13.3%

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Total revenue was $1,006.0 million for the three months ended September 30, 2016, an increase of $44.0

million, or 4.6%, as compared to $962.0 million for the three months ended September 30, 2015. The increase wasprimarily driven by the 22.0% increase in new vehicle unit sales in our Retail segment, partially offset by a 24.4%decrease in used unit sales primarily due to reduced inventory availability, resulting from fewer trades on new unitsales, and the distribution of the AutoMatch business in the second quarter of 2016, as described below.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Total revenue was $2,900.1 million for the nine months ended September 30, 2016, an increase of $223.2million, or 8.3%, as compared to $2,676.9 million for the nine months ended September 30, 2015. The increase wasprimarily driven by the 20.4% increase in new vehicle unit sales in our Retail segment, partially offset by a 10.3%decrease in used unit sales, primarily due to reduced inventory availability, resulting from fewer trades on new unitsales, and the distribution of the AutoMatch business in the second quarter of 2016, as described below. Consumer Services and Plans

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Consumer Services and Plans revenue was $45.4 million for the three months ended September 30, 2016,an increase of $4.5 million, or 11.1%, as compared to $40.9 million for the three months ended September 30, 2015.The increased revenue was attributable to increased marketing fee revenue from our vehicle insurance and creditcard programs of $1.9 million, mostly due to increased policies in force; $1.5

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million from increased contracts in force in the roadside assistance, Good Sam TravelAssist and extended vehiclewarranty programs; $1.0 million from increased average file size for the Good Sam Club and Coast to Coast Club;and $0.1 million of other increases.

Consumer Services and Plans gross profit was $25.5 million for the three months ended September 30, 2016,

an increase of $4.0 million, or 18.6%, as compared to $21.5 million for the three months ended September 30, 2015.This increase was primarily due to increased roadside assistance contracts in force and reduced claims, togetherresulting in a gross profit increase of $1.5 million, an increase from our vehicle insurance and credit card programs of$2.0 million resulting primarily from increased policies in force, and a $0.5 million increase from other ancillaryproducts. Gross margin increased 353 basis points to 56.1% primarily due to increased file size and reduced programcosts for roadside assistance, and increases within the vehicle insurance programs.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Consumer Services and Plans revenue was $135.9 million for the nine months ended September 30, 2016,an increase of $8.1 million, or 6.4%, as compared to $127.7 million for the nine months ended September 30, 2015.The increased revenue was attributable to increased contracts in force in the roadside assistance, Good SamTravelAssist and extended vehicle warranty programs resulting in an increase of $4.2 million, increased marketing feerevenue from our vehicle insurance and credit card programs of $3.0 million resulting primarily from increased policiesin force, increased average file size for the Good Sam Club and Coast to Coast Club resulting in an increase of $1.5million, and increases from other ancillary products of $1.1 million, partially offset by a $1.7 million reduction inmember event revenue due to an RV rally event that occurred in the first nine months of 2015 with no correspondingevent in the first nine months of 2016.

Consumer Services and Plans gross profit was $76.8 million for the nine months ended September 30, 2016,

an increase of $9.2 million, or 13.7%, as compared to $67.6 million for the nine months ended September 30, 2015.This increase was primarily due to increased roadside assistance contracts in force and reduced claims, togetherresulting in gross profit increase of $4.2 million, increased customer participation in our vehicle insurance and creditcard programs resulting in an increase of $2.8 million, increased Good Sam Club and Coast to Coast Club averagemembership resulting in an increase of $1.2 million, and a $1.0 million increase from other ancillary products. Grossmargin increased 364 basis points to 56.5% primarily due to increased file size and reduced program costs forroadside assistance, and increased policies in force within the vehicle insurance programs. Retail: New Vehicles

For the Three Months Ended Favorable/ For the Nine Months Ended Favorable/ September 30, 2016 September 30, 2015 (Unfavorable) September 30, 2016 September 30, 2015 (Unfavorable)

Percent of Percent of Percent of Percent of ($ in thousands, except per vehicle data) Amount Revenue Amount Revenue $ % Amount Revenue Amount Revenue $ % Revenue $ 545,231 100.0% $ 468,084 100.0% $ 77,147 16.5% $ 1,533,463 100.0% $ 1,314,742 100.0% $ 218,721 16.6% Gross profit 70,287 12.9% 62,636 13.4% 7,651 12.2% 207,546 13.5% 179,668 13.7% 27,878 15.5% Retail vehicle unit sales 14,333 11,747 2,586 22.0% 40,718 33,812 6,906 20.4%

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

New vehicle revenue was $545.2 million for the three months ended September 30, 2016, an increase of

$77.1 million, or 16.5%, as compared to $468.1 million for the three months ended September 30, 2015. The increasewas primarily due to a 22.0% increase in vehicle unit sales primarily attributable to a same store sales increase of13.5% driven by increased consumer confidence and improved credit availability, which drives the sales of Class Cmotorhomes and travel trailers. The balance of the increase was from five greenfield and acquired locations opened in2016.

New vehicle gross profit was $70.3 million for the three months ended September 30, 2016, an increase of$7.7 million, or 12.2%, as compared to $62.6 million for the three months ended

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September 30, 2015. The increase was primarily due to the 22.0% increase in vehicle unit sales partially offset by an8.0% decrease in gross profit per unit. Gross margin decreased 49 basis points to 12.9%.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

New vehicle revenue was $1,533.5 million for the nine months ended September 30, 2016, an increase of$218.7 million, or 16.6%, as compared to $1,314.7 million for the nine months ended September 30, 2015. Theincrease was primarily due to a 20.4% increase in vehicle unit sales primarily attributable to a same store salesincrease of 12.5% driven by increased consumer confidence and improved credit availability, which drives the sales ofClass C motorhomes and travel trailers. The balance of the increase was from five greenfield and acquired locationsopened in 2016.

New vehicle gross profit was $207.5 million for the nine months ended September 30, 2016, an increase of$27.9 million, or 15.5%, as compared to $179.7 million for the nine months ended September 30, 2015. The increasewas primarily due to the 20.4% increase in vehicle unit sales and a 4.1% decrease in gross profit per unit. Grossmargin decreased 13 basis points to 13.5%. Used Vehicles

For the Three Months Ended Favorable/ For the Nine Months Ended Favorable/ September 30, 2016 September 30, 2015 (Unfavorable) September 30, 2016 September 30, 2015 (Unfavorable)

Percent

of Percent

of Percent of Percent of ($ in thousands, except per vehicle data) Amount Revenue Amount Revenue $ % Amount Revenue Amount Revenue $ % Revenue $ 181,820 100.0% $ 238,018 100.0% $ (56,198) -23.6% $ 577,994 100.0% $ 646,138 100.0% $ (68,144) -10.5% Gross profit 41,304 22.7% 45,899 19.3% (4,595) -10.0% 116,244 20.1% 124,023 19.2% (7,779) -6.3% Retail vehicle unit sales 7,986 10,564 (2,578) -24.4% 25,918 28,899 (2,981) -10.3%

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Used vehicle revenue was $181.8 million for the three months ended September 30, 2016, a decrease of

$56.2 million, or 23.6%, as compared to $238.0 million for the three months ended September 30, 2015. Thedecrease was primarily due to reduced inventory availability, resulting from fewer trades on new unit sales, and theelimination of the automobile unit business as a result of the distribution of the AutoMatch business in the secondquarter of 2016, driving a 24.4% decrease in used vehicle unit sales. Same store sales decreased by 13.6% with theremaining decrease driven by the disposition of the AutoMatch business in the second quarter of 2016 and storesclosed in the fourth quarter of 2015.

Used vehicle gross profit was $41.3 million for the three months ended September 30, 2016, a decrease of

$4.6 million, or 10.0%, as compared to $45.9 million for the three months ended September 30, 2015. The decreasewas primarily due to the decrease in vehicle unit sales, partially offset by a 19.0% increase in gross profit per unit anda gross margin increase of 343 basis points, primarily attributable to elimination of lower margin auto sales upon thedisposition of the AutoMatch business in the second quarter of 2016.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Used vehicle revenue was $578.0 million for the nine months ended September 30, 2016, a decrease of

$68.1 million, or 10.5%, as compared to $646.1 million for the nine months ended September 30, 2015. The decreasewas primarily due to reduced levels of inventory, resulting from fewer trades on new unit sales, driving a 10.3%decrease in used vehicle unit sales, with a 5.8% decrease in same store sales, and the remaining decrease from thedisposition of the AutoMatch business in the second quarter of 2016, and stores closed in the fourth quarter of 2015.

Used vehicle gross profit was $116.2 million for the nine months ended September 30, 2016, a decrease of

$7.8 million, or 6.3%, as compared to $124.0 million for the nine months ended September 30, 2015. The decreasewas primarily due to a 10.3% decrease in vehicle unit sales partially offset by a 4.5% increase in gross profit per unitand a gross margin increase of 92 basis points .

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Parts, Services and Other

For the Three Months Ended Favorable/ For the Nine Months Ended Favorable/ September 30, 2016 September 30, 2015 (Unfavorable) September 30, 2016 September 30, 2015 (Unfavorable)

Percent

of Percent

of Percent

of Percent of ($ in thousands, except per vehicle data) Amount Revenue Amount Revenue $ % Amount Revenue Amount Revenue $ % Revenue $ 166,076 100.0% $ 157,214 100.0% $ 8,862 5.6% $ 464,959 100.0% $ 430,841 100.0% $ 34,118 7.9% Gross profit 77,603 46.7% 71,389 45.4% 6,214 8.7% 220,225 47.4% 200,796 46.6% 19,429 9.7%

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Parts, services and other revenue was $166.1 million for the three months ended September 30, 2016, an

increase of $8.9 million, or 5.6%, as compared to $157.2 million for the three months ended September 30, 2015. Theincrease was primarily attributable to increased service, warranty and parts revenue resulting from a 4.7% increase insame store sales and the remainder from five greenfield and acquired locations opened in 2016.

Parts, services and other gross profit was $77.6 million for the three months ended September 30, 2016, anincrease of $6.2 million, or 8.7%, as compared to $71.4 million for the three months ended September 30, 2015.Gross profit increased $6.2 million primarily due to increases from warranty and customer pay services, a same storesales increase of 4.7%, primarily resulting from an increase in new vehicle sales, and the addition of four new andopened retail locations in 2016. Gross margin increased 132 basis points to 46.7%, primarily due to a reduction inpromotional discounts.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Parts, services and other revenue was $465.0 million for the nine months ended September 30, 2016, anincrease of $34.1 million, or 7.9%, as compared to $430.8 million for the nine months ended September 30, 2015. Theincrease was primarily attributable to increases across all parts, services and other product categories resulting from asame store sales increase of 5.1%, primarily resulting from an increase in new vehicle sales, and the remainder fromfive greenfield and acquired locations opened in 2016.

Parts, services and other gross profit was $220.2 million for the nine months ended September 30, 2016, an

increase of $19.4 million, or 9.7%, as compared to $200.8 million for the nine months ended September 30, 2015. Theincrease was primarily attributable to increases from warranty and customer pay service, a same store sales increaseof 5.1%, primarily resulting from an increase in new vehicle sales, and the addition of five greenfield and acquiredlocations opened in 2016. Gross margin increased 76 basis points to 47.4%, primarily due to a reduction inpromotional discounts. Finance and Insurance, net

For the Three Months Ended Favorable/ For the Nine Months Ended Favorable/ September 30, 2016 September 30, 2015 (Unfavorable) September 30, 2016 September 30, 2015 (Unfavorable) Percent of Percent of Percent of Percent of ($ in thousands, except per vehicle data) Amount Revenue Amount Revenue $ % Amount Revenue Amount Revenue $ % Revenue $ 67,418 100.0% $ 57,748 100.0% $ 9,670 16.7% $ 187,810 100.0% $ 157,385 100.0% $ 30,425 19.3% Gross profit 67,418 100.0% 57,748 100.0% 9,670 16.7% 187,810 100.0% 157,385 100.0% 30,425 19.3%

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Finance and insurance, net revenue and gross profit were each $67.4 million for the three months ended

September 30, 2016, an increase of $9.7 million, or 16.7%, as compared to $57.7 million for the three months endedSeptember 30, 2015. The increase was primarily due to incremental vehicle finance contracts assigned due to highervehicle unit sales and higher finance and insurance sales penetration rates of travel trailer buyers resulting from a14.9% increase in same store sales and the remainder from five greenfield and acquired locations. Finance andinsurance, net revenue as a percentage of total new and used vehicle revenue increased to 9.3% for the three monthsended September 30, 2016 from 8.2% for the comparable period in 2015.

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Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Finance and insurance, net revenue and gross profit were each $187.8 million for the nine months endedSeptember 30, 2016, an increase of $30.4 million, or 19.3%, as compared to $157.4 million for the nine months endedSeptember 30, 2015. The increase was primarily due to incremental vehicle finance contracts assigned due to highervehicle unit sales and higher finance and insurance sales penetration rates of travel trailer buyers resulting from a15.4% increase in same store sales and the remainder from five greenfield and acquired locations. Finance andinsurance, net revenue as a percentage of total new and used vehicle revenue increased to 8.9% for the nine monthsended September 30, 2016 from 8.0% for the comparable period in 2015.

Selling, general and administrative

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Selling, general and administrative expenses were $188.9 million for the three months ended September 30,

2016, an increase of $12.4 million, or 7.0%, as compared to $176.5 million for the three months ended September 30,2015. The increase was due to increases of $6.6 million of wage-related expenses, primarily attributable to increasedvehicle unit sales and the addition of six greenfield and acquired locations in 2016, of which five were opened and oneis scheduled to open in the fourth quarter of 2016, $4.9 million of additional lease expense primarily attributable toderecognition of certain right to use leases in the fourth quarter of 2015, and $0.9 million of store and corporateoverhead expenses. Selling, general and administrative expenses as a percentage of total gross profit was 66.9% forthe three months ended September 30, 2016, compared to 68.1% for the three months ended September 30, 2015, adecrease of 114 basis points.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Selling, general and administrative expenses were $545.0 million for the nine months ended September 30,

2016, an increase of $52.6 million, or 10.7%, as compared to $492.3 million for the nine months ended September 30,2015. The increase was due to increases of $30.0 million of wage-related expenses, primarily attributable to increasedvehicle unit sales and the addition of six greenfield and acquired locations in 2016, of which five were opened and oneis scheduled to open in the fourth quarter of 2016, $12.0 million of additional lease expense primarily attributablederecognition of certain right to use leases in the fourth quarter of 2015, $7.4 million of variable selling expensesattributable to commissions and selling expense, and $3.2 million of store and corporate overhead expenses, primarilyrelated to the new retail locations. Selling, general and administrative expenses as a percentage of total gross profitwas 67.4% for the nine months ended September 30, 2016, compared to 67.5% for the nine months endedSeptember 30, 2015, a decrease of 10 basis points. Depreciation and amortization

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Depreciation and amortization was $6.2 million for the three months ended September 30, 2016, a decreaseof $0.2 million, or 2.6%, as compared to $6.4 million for the three months ended September 30, 2015.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Depreciation and amortization was $18.1 million for the nine months ended September 30, 2016, an increaseof $0.4 million, or 2.0%, as compared to $17.8 million for the nine months ended September 30, 2015. The increasereflects additional depreciation due to capital expenditures for new and existing dealership improvements.

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Floor plan interest expense

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Floor plan interest expense was $4.3 million for the three months ended September 30, 2016, an increase of$1.3 million, or 43.4%, as compared to $3.0 million for the three months ended September 30, 2015. The increasewas primarily due to increased average outstanding amount payable under our Floor Plan Facility for the three monthsended September 30, 2016 compared to the three months ended September 30, 2015, primarily resulting from anincreased inventory level due to new dealership locations, and locations expecting higher unit sales, as well as a 41basis point increase in the average floor plan borrowing rate.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Floor plan interest expense was $14.9 million for the nine months ended September 30, 2016, an increase of$5.5 million, or 58.1%, as compared to $9.4 million for the nine months ended September 30, 2015. The increase wasprimarily due to increased average outstanding amount payable under our Floor Plan Facility for the nine monthsended September 30, 2016 compared to the nine months ended September 30, 2015, primarily resulting from anincreased inventory level due to new dealership locations, and locations expecting higher unit sales, as well as a 52basis point increase in the average floor plan borrowing rate. Other interest expense, net

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Other interest expense, net was $12.7 million for the three months ended September 30, 2016, a decrease of$1.7 million, or 11.8%, as compared to $14.4 million for the three months ended September 30, 2015. The decreasewas primarily due to a $2.7 million decrease in interest expense attributable to a decrease in right to use liabilities, anda $0.1 million decrease in other interest expense, partially offset by a $1.1 million increase in interest expenseprimarily due to incremental borrowings under the Existing Term Loan Facility of $55.0 million in December 2015 toacquire retail locations and a 50 basis point increase in the borrowing margin under the aggregate Existing Term LoanFacility upon the December 17, 2015 incremental borrowing.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Other interest expense, net was $38.0 million for the nine months ended September 30, 2016, a decrease of$2.7 million, or 6.7%, as compared to $40.8 million for the nine months ended September 30, 2015. The decreasewas primarily due to a $6.8 million decrease in interest expense resulting from a decrease in right to use liabilities,partially offset by a $4.1 million increase in interest expense due to incremental borrowings under the Existing TermLoan Facility of $55.0 million in December 2015 to acquire retail locations and $95.0 million in June 2015 to paydistributions to the CWGS, Enterprises, LLC, a direct subsidiary of the Company (“CWGS, LLC”) members, and a 50basis point increase in the borrowing margin under the aggregate Existing Term Loan Facility upon the December 17,2015 incremental borrowing.

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Segment results

The following table sets forth a reconciliation of total segment income to consolidated income from operationsbefore income taxes for each of our segments for the period presented:

Three Months Ended Three Months Ended Favorable/ Nine Months Ended Nine Months Ended Favorable/ September 30, 2016 September 30, 2015 (Unfavorable) September 30, 2016 September 30, 2015 (Unfavorable) Percent of Percent of Percent of Percent of ($ in thousands) Amount Revenue Amount Revenue $ % Amount Revenue Amount Revenue $ %Revenue:

Consumer Services and Plans $ 45,442 4.5% $ 40,902 4.3% $ 4,540 11.1% $ 135,868 4.7% $ 127,747 4.8% $ 8,121 6.4%Retail 960,545 95.5% 921,064 95.7% 39,481 4.3% 2,764,226 95.3% 2,549,106 95.2% 215,120 8.4%Total consolidated revenue 1,005,987 100.0% 961,966 100.0% 44,021 4.6% 2,900,094 100.0% 2,676,853 100.0% 223,241 8.3%

Segment income: Consumer Services and Plans 19,847 2.0% 18,210 1.9% 1,637 9.0% 63,948 2.2% 58,476 2.2% 5,472 9.4%Retail 70,064 7.0% 61,904 6.4% 8,160 13.2% 187,516 6.5% 171,660 6.4% 15,856 9.2%

Total segment income 89,911 8.9% 80,114 8.3% 9,797 12.2% 251,464 8.7% 230,136 8.6% 21,328 9.3%Corporate and other expenses (1,011) -0.1% (664) -0.1% (347) -52.3% (2,420) -0.1% (2,028) -0.1% (392) -19.3%Depreciation and amortization (6,219) -0.6% (6,387) -0.7% 168 2.6% (18,144) -0.6% (17,785) -0.7% (359) -2.0%Other interest expense, net (12,715) -1.3% (14,414) -1.5% 1,699 11.8% (38,040) -1.3% (40,776) -1.5% 2,736 6.7%Other income (expense)

— 0.0% 1 0.0% (1) -

100.0% (2) 0.0% 1 0.0% (3) 300.0%Income before income taxes $ 69,966 7.0% $ 58,650 6.1% $ 11,316 19.3% $ 192,858 6.7% $ 169,548 6.3% $ 23,310 13.7%

(1) Segment income represents income for each of our reportable segments and is defined as income fromoperations before depreciation and amortization, plus floor plan interest expense.

Consumer Services and Plans segment revenue

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Consumer Services and Plans segment revenue was $45.4 million for the three months ended September 30,

2016, an increase of $4.5 million, or 11.1%, as compared to $40.9 million for the three months ended September 30,2015. The increased revenue was attributable to increased marketing fee revenue from our vehicle insurance andcredit card programs of $1.9 million mostly due to increased policies in force, increased contracts in force in theroadside assistance, Good Sam TravelAssist and extended vehicle warranty programs resulting in an increase of $1.5million, increased average file size for the Good Sam Club and Coast to Coast Club resulting in an increase of $1.0million, and $0.1 million of other increases.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Consumer Services and Plans segment revenue was $135.9 million for the nine months ended September30, 2016, an increase of $8.1 million, or 6.4%, as compared to $127.7 million for the nine months ended September30, 2015. The increased revenue was attributable to increased contracts in force in the roadside assistance, GoodSam TravelAssist and extended vehicle warranty programs resulting in an increase of $4.2 million, increasedmarketing fee revenue from our vehicle insurance and credit card programs of $3.0 million resulting from increasedpolicies in force, increased average file size for the Good Sam Club and Coast to Coast Club resulting in an increaseof $1.5 million, and increases from other ancillary products of $1.1 million, partially offset by a $1.7 million reduction inmember event revenue due to an RV rally event that occurred in the first nine months of 2015 with no correspondingevent in the first nine months of 2016. Retail segment revenue

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Retail segment revenue was $960.5 million for the three months ended September 30, 2016, an increase of$39.5 million, or 4.3%, as compared to $921.1 million for the three months ended September 30, 2015. The increasewas primarily due to five greenfield and acquired locations opened in 2016, and a 5.8% increase in same store sales,as described above.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Retail segment revenue was $2,764.2 million for the nine months ended September 30, 2016, an increase of$215.1 million, or 8.4%, as compared to $2,549.1 million for the nine months ended

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September 30, 2015. The increase was primarily due to a 7.2% increases in same store sales and the balanceprimarily from five greenfield and acquired locations opened in 2016, as described above. Same store sales

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Same store sales were $831.2 million for the three months ended September 30, 2016, an increase of $45.4million, or 5.8%, as compared to $785.8 million for the three months ended September 30, 2015. The increase wasprimarily due to increased volume of new towable units sold, and, to a lesser extent, revenue increases from parts,services and other, and finance and insurance, net, partially offset by a decrease in same store sales from used unitssold.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Same store sales were $2,372.6 million for the nine months ended September 30, 2016, an increase of$160.3 million, or 7.2%, as compared to $2,212.3 million for the nine months ended September 30, 2015. Theincrease was primarily due to increased volume of new towable units sold, and, to a lesser extent, revenue increasesfrom parts, services and other, and finance and insurance, net, partially offset by a decrease in same store sales fromused units sold. Total segment income

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Total segment income was $89.9 million for the three months ended September 30, 2016, an increase of $9.8million, or 12.2%, as compared to $80.1 million for the three months ended September 30, 2015. The increase wasprimarily due to gross profit increases from finance and insurance, new vehicles, and parts, services and other,partially offset by increases in selling, general and administrative expenses. Total segment income margin increased61 basis points to 8.9%.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Total segment income was $251.5 million for the nine months ended September 30, 2016, an increase of$21.3 million, or 9.3%, as compared to $230.1 million for the nine months ended September 30, 2015. The increasewas primarily due to the increase in vehicle unit sales volume, as described below. Total segment income marginincreased 7 basis points to 8.7%. Consumer Services and Plans segment income

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Consumer Services and Plans segment income was $19.8 million for the three months ended September 30,2016, an increase of $1.6 million, or 9.0%, as compared to $18.2 million for the three months ended September 30,2015. The segment income increase was attributable to increased segment income from our vehicle insurance andcredit card programs of $1.8 million, $1.7 million from increased contracts in force in the roadside assistance, GoodSam TravelAssist and extended vehicle warranty programs, and $0.5 million from various other products, partiallyoffset by increases in selling, general and administrative expenses of $2.4 million primarily from increased wages andother overhead expenses. Consumer Services and Plans segment income margin decreased 87 basis points to43.7%, primarily due to a $2.4 million increase in selling, general and administrative expenses partially offset by a 353basis point increase in Consumer Services and Plans gross margin.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Consumer Services and Plans segment income was $63.9 million for the nine months ended September 30,2016, an increase of $5.5 million, or 9.4%, as compared to $58.5 million for the nine months

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ended September 30, 2015. The increase was primarily attributable to $4.2 million from the roadside assistanceprograms resulting from increased average contracts in force and reduced claims costs, $2.6 million from our vehicleinsurance and co-branded credit card programs, $1.2 million from increased average file size for the Good Sam Cluband Coast to Coast Club and $1.3 million from various other products, partially offset by increases in selling, generaland administrative expenses of $3.8 million primarily due to increased wages and professional fees. ConsumerServices and Plans segment income margin increased 128 basis points to 47.1%, primarily due to a 364 basis pointincrease in Consumer Services and Plans gross margin, partially offset by a $3.8 million increase in selling, generaland administrative expenses. Retail segment income

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Retail segment income was $70.1 million for the three months ended September 30, 2016, an increase of$8.2 million, or 13.2%, as compared to $61.9 million for the three months ended September 30, 2015. The increasewas primarily due to increased segment gross profit of $9.7 million primarily due to higher revenue and salespenetration of finance and insurance products, an increase of $7.7 million primarily from increased new unit volume of2,586 units for the three months ended September 30, 2016 versus the three months ended September 30, 2015, anincrease $6.2 million from parts, services and other, and $0.2 million from an increase in gain on asset sales, partiallyoffset by increased selling, general and administrative expenses of $9.7 million primarily relating to increased variablewages relating to increased revenue, and increased rent relating to new stores and prior year capitalization of leases,a $4.6 million segment gross profit reduction from used units relating to the reduced volume sold, and a $1.3 millionincrease in floor plan interest expense relating to a 21.9% increase in the average floor plan balance. Retail segmentincome margin increased 57 basis points to 7.3%, primarily due to increased penetration of the finance and insuranceproducts to 9.3 % of total new and used revenue, from 8.2% for the comparable prior year period, and decreasedselling, general and administrative expenses as a percentage of gross profit of 158 basis points.

Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Retail segment income was $187.5 million for the nine months ended September 30, 2016, an increase of$15.9 million, or 9.2%, as compared to $171.7 million for the nine months ended September 30, 2015. The increasewas primarily due to increased gross profit of $30.4 million primarily due to higher revenue and higher salespenetration of finance and insurance products, an increase of $27.9 million primarily from increased new unit volumeof 6,906 units for the nine months ended September, 2016 versus the nine months ended September 30, 2015 and$19.4 million from increased margin from parts, services and other, partially offset by increased selling, general andadministrative expenses of $48.4 million primarily relating to increased variable wages relating to increased revenue,and increased rent relating to new stores and prior year capitalization of leases, a $7.8 million gross profit reductionfrom used units relating to the reduced volume sold, a $5.5 million increase in floor plan interest expense relating to a29.2% increase in the average floor plan balance, and a $0.1 million decrease in gain on asset sales. Retail segmentincome margin increased 5 basis points to 6.8%, primarily due to decreased selling, general and administrativeexpenses as a percentage of gross profit of 33 basis points, a 92 basis point increase in used vehicle gross margin,and increases in sales of the finance and insurance products, partially offset by a 13 basis point reduction in newvehicle gross margin. Corporate and other expenses

Three Months Ended September 30, 2016 compared to Three Months Ended September 30, 2015

Corporate and other expenses were $1.1 million for the three months ended September 30, 2016, anincrease of 52.3%, as compared to $0.7 million for the three months ended September 30, 2015. The increase wasdue to an increase in professional fees.

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Nine Months Ended September 30, 2016 compared to Nine Months Ended September 30, 2015

Corporate and other expenses were $2.4 million for the nine months ended September 30, 2016, an increaseof 19.3%, as compared to $2.0 million for the nine months ended September 30, 2015. The increase was due to anincrease in professional fees. Liquidity and Capital Resources Overview

Historically, our primary requirements for liquidity and capital have been working capital, inventorymanagement, acquiring and building new retail locations, including pre-opening expenses, the improvement andexpansion of existing retail locations, debt service and general corporate needs. We also made distributions to holdersof equity interests of CWGS, LLC. Historically, these cash requirements have been met through cash provided byoperating activities, cash and cash equivalents and borrowings under our Existing Revolving Credit Facility and ourFloor Plan Facility, (each as defined herein).

On October 11, 2016, we completed our initial public offering (the ”IPO”) and sold 11,363,636 shares of ClassA common stock at a public offering price of $22.00 per share, receiving $233.4 million in proceeds, net ofunderwriting discounts and commissions. We used the net proceeds to purchase 11,363,636 newly-issued commonunits from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stockin the IPO less underwriting discounts and commissions. In addition, on November 4, 2016, the underwritersexercised their option, in part, to purchase an additional 508,564 shares of Class A common stock. On November 9,2016, we closed on the purchase of the additional 508,564 shares of Class A commons stock and received $10.4million in additional proceeds, net of underwriting discounts and commissions, which we used to purchase 508,564newly-issued common units from CWGS, LLC at a price per unit equal to the initial public offering price per share ofClass A common stock in the IPO less underwriting discounts and commissions. CWGS, LLC, at our direction, usedor will use the proceeds to pay $5.8 million of expenses, including legal, accounting, printing and other professionalfees incurred in connection with the completion of the IPO, of which $1.1 million remains unpaid as of November 10,2016; to make a payment of $200.4 million to repay a portion of the outstanding borrowings under the Existing TermLoan Facility; and the remaining $37.7 million will be used by CWGS, LLC for general corporate purposes, includingthe potential acquisition of dealerships. Total expenses, including legal, accounting, printing and other professionalfees incurred in connection with the IPO were $9.7 million.

As a public company, additional future liquidity needs will include public company costs, the payment ofquarterly cash dividends, the redemption right held by the common unit holders of CWGS, LLC or the “ContinuingEquity Owners,” whom we define as collectively, ML Acquisition Company, a Delaware limited liability company,indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis (“MLAcquisition”), funds controlled by Crestview Partners II GP, L.P. and, collectively, our named executive officers(excluding Marcus Lemonis), Andris A. Baltins and K. Dillon Schickli, who are members of our board of directors, andcertain other current and former non-executive employees and former directors, in each case, who held profit units inCWGS, LLC pursuant to CWGS, LLC’s equity incentive plan that was in existence prior to our IPO and who receivedcommon units of CWGS, LLC in exchange for their profit units in connection with the Transactions (as defined in Note4 to our unaudited consolidated financial statements in Item 1 of Part I of this Quarterly Report on Form 10-Q)(collectively, the “Former Profit Unit Holders”) and each of their permitted transferees that own common units inCWGS, LLC and who may redeem at each of their options their common units for, at our election (determined solelyby our independent directors (within the meaning of the rules of the New York Stock Exchange) who aredisinterested), cash or newly-issued shares of our Class A common stock. The Continuing Equity Owners mayexercise such redemption right for as long as their common units remain outstanding. Although the actual timing andamount of any payments that may be made under the tax receivable agreement that we entered into with CWGS,LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. in connection with the IPO (the “TaxReceivable Agreement”) will vary, we expect that the payments that we will be required to make to the ContinuingEquity Owners and Crestview Partners II GP, L.P. will be significant. Any payments made by us to the ContinuingEquity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce theamount of overall cash flow that might have otherwise been available to

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us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreementfor any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us; provided,however, that nonpayment for a specified period may constitute a material breach of a material obligation under theTax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. For adiscussion of the Tax Receivable Agreement, see Note 4 to our unaudited consolidated financial statements in Item 1of Part I of this Quarterly Report on Form 10-Q.

CWGS, LLC intends to make a regular quarterly cash distribution to its common unit holders, including us, ofapproximately $0.0605 per common unit and we intend to use all of the proceeds from such distribution on ourcommon units to pay a regular quarterly cash dividend of approximately $0.0605 per share on our Class A commonstock, subject to our discretion as the sole managing member of CWGS, LLC and the discretion of our board ofdirectors. CWGS, LLC shall make cash distributions in accordance with the CWGS, LLC’s amended and restatedlimited liability company agreement (the “CWGS LLC Agreement”) in an amount sufficient for us to pay any expensesincurred by us in connection with the regular quarterly cash dividend, along with any of our other operating expensesand other obligations.

In addition, the CWGS LLC Agreement requires tax distributions to be made by CWGS, LLC to its members,including us. In general, tax distributions will be made on a quarterly basis, to each member of CWGS, LLC, includingus, based on such member's allocable share of the taxable income of CWGS, LLC (which, in our case, will bedetermined without regard to any basis adjustments described under “Note 4: Subsequent Events, Tax ReceivableAgreement” to our unaudited consolidated financial statements in Item 1 of Part I of this Quarterly Report on Form 10-Q) and an assumed tax rate based on the highest combined federal, state, and local tax rate that may potentiallyapply to any one of CWGS, LLC's members (currently 52.62%), regardless of the actual final tax liability of any suchmember. Based on the current applicable effective tax rates, we expect that (i) the assumed tax rate that will be usedfor purposes of determining tax distributions from CWGS, LLC will exceed our actual combined federal, state andlocal tax rate (assuming no changes in corporate tax rates) and (ii) the annual amount of tax distributions paid to uswill exceed the sum of (A) our actual annual tax liability and (B) the annual amount payable by us under the TaxReceivable Agreement (assuming no early termination of the Tax Receivable Agreement) (such excess in clauses (A)and (B), collectively referred to herein as the "Excess Tax Distribution"). We currently intend to pay a special cashdividend of all or a portion of the Excess Tax Distribution to the holders of our Class A common stock from time totime subject to the discretion of our board of directors.

Our dividend policy has certain risks and limitations, particularly with respect to liquidity, and we may not paydividends according to our policy, or at all. See ‘‘Risk Factors — Risks Related to our Business — Our ability to payregular and special dividends on our Class A common stock is subject to the discretion of our board of directors andmay be limited by our structure and statutory restrictions and restrictions imposed by our New Senior Secured CreditFacilities and our Floor Plan Facility as well as any future agreements’’ in Item 1A of Part II of this Quarterly Report onForm 10-Q.

Notwithstanding our obligations under the Tax Receivable Agreement, we believe that our sources of liquidityand capital will be sufficient to finance our continued operations, growth strategy, regular quarterly cash dividends (asdescribed above) and additional expenses we expect to incur as a public company for at least the next twelve months.However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents or cashavailable under our Existing Revolving Credit Facility or our Floor Plan Facility will be sufficient to meet our futureneeds. If we are unable to generate sufficient cash flows from operations in the future, and if availability under ourExisting Revolving Credit Facility or our Floor Plan Facility is not sufficient, we may have to obtain additional financing.If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incuradditional indebtedness, that indebtedness may contain significant financial and other covenants that may significantlyrestrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorableterms or at all. See ‘‘Risk Factors — Risks Related to our Business — Our ability to operate and expand our businessand to respond to changing business and economic conditions will depend on the availability of adequate capital” inItem 1A of Part II of this Quarterly Report on Form 10-Q.

As of September 30, 2016, and December 31, 2015 we had working capital of $197.2 million and $195.1million, respectively, including $115.1 million and $92.0 million, respectively, of cash and cash

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equivalents. Our working capital reflects the cash provided by deferred revenue and gains reported under currentliabilities of $74.7 million and $63.6 million as of September 30, 2016 and December 31, 2015, respectively, whichreduces working capital. Deferred revenue primarily consists of cash collected for club memberships in advance ofservices to be provided, which is deferred and recognized as revenue over the life of the membership. We use netproceeds from this deferred membership revenue to lower our long-term borrowings and finance our working capitalneeds. Additionally, as of September 30, 2016, we had $816.3 million of term loans outstanding under the ExistingSenior Secured Credit Facilities (as defined herein), net of $4.7 million of unamortized original issue discount and$11.8 million of finance costs, $0.0 million of revolving borrowings outstanding under the Existing Senior SecuredCredit Facilities, letters of credit in the aggregate amount of $3.7 million outstanding under the Existing RevolvingCredit Facility and $532.5 million of floor plan notes payable outstanding under the Floor Plan Facility. As ofNovember 10, 2016, we had $645.0 million of term loans outstanding under the New Senior Secured Credit Facilities(as defined herein), net of $3.2 million of unamortized original issue discount, and $0.0 million of revolving borrowingsoutstanding under the New Senior Secured Credit Facilities and letters of credit in the aggregate amount of $3.7million outstanding under the New Revolving Credit Facility (as defined herein). Cash Flow

The following table shows summary cash flows information for the nine months ended September 30, 2016and 2015:

Nine Months Ended September 30, (In millions) 2016 2015Net cash provided by operating activities $ 316,027 $ 215,678Net cash used in investing activities $ (98,987) $ (167,014)Net cash used in financing activities $ (193,999) $ (120,709)

Operating activities. Our cash flows from operating activities are primarily collections from contracts in transit

and customers following the sale of new and used vehicles, as well as from the sale of retail parts, services andconsumer services and plans. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged agreements have been determined, and to whom the retail installment sales contract have been assigned.Our primary uses of cash from operating activities are repayments of vehicle floor plan payables, payments to retailproduct suppliers, personnel-related expenditures, payments related to leased property, advertising, and variousconsumer services program costs.

Net cash provided by operating activities was $316.0 million for the nine months ended September 30, 2016,

an increase of $100.3 million from $215.7 million for the nine months ended September 30, 2015. The increase wasprimarily due to a $90.3 million increase due to slower growth in inventories, a $22.0 million increase in net income, a$4.8 million reduction in growth in accounts receivable and contracts in transit in the nine months ended September30, 2015, and a $2.7 million decrease in prepaid expenses and other assets, and $0.9 million of other operatingincreases, partially offset by a $20.4 million decrease in accounts payable, accrued liabilities and checks in excess ofbank balance in the nine months ended September 30, 2016 compared to the nine months ended September 30,2015.

Investing activities. Our investment in business activities primarily consists of expanding our operations

through organic growth and the acquisition of retail locations. Substantially all of our new retail locations and capitalexpenditures have been financed using cash provided by operating activities and borrowings under our ExistingSenior Secured Credit Facilities.

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The table below summarizes our capital expenditures for the nine months ended September 30, 2016 and2015:

Nine Months Ended September 30, (In thousands) 2016 2015IT hardware and software $ 5,546 $ 6,875Greenfield retail locations 5,708 14,151Existing retail locations 14,278 8,356Corporate and other 3,671 2,898Total capital expenditures $29,203 $32,280

Our capital expenditures consist primarily of investing in greenfield retail locations, existing retail locations,information technology, hardware, and software. There were no material commitments for capital expenditures as ofSeptember 30, 2016.

Net cash used in investing activities was $99.0 million for the nine months ended September 30, 2016. The

$99.0 million of cash used in investing activities included $67.7 million for the acquisition of five retail locations, ofwhich four were opened and one is scheduled to open in the fourth quarter of 2016, a wholesale parts dealer and sixshows, comprised of $0.9 million of accounts receivable, $29.7 million of inventory, $2.8 million of intangible assets,$35.8 million of goodwill, $0.6 million of property and equipment, and $0.2 million of other assets, less $2.3 million ofaccrued liabilities and customer deposits, in addition to $29.2 million of capital expenditures and $12.9 million for thepurchase of real property, partially offset by proceeds from the sale and leaseback of real property and property andequipment of $7.3 million and $3.5 million, respectively.

Net cash used in investing activities was $167.0 million for the nine months ended September 30, 2015. The

$167.0 million of cash used in investing activities included $124.5 million for the acquisition of six retail locationscomprised of $77.2 million of inventory, $50.2 million of goodwill, and $0.8 million of property and equipment, less$2.2 million of accrued liabilities and customer deposits, and a $1.5 million purchase price hold back, in addition to$32.3 million of capital expenditures, and $44.5 million for the purchase of real property, partially offset by proceedsfrom the sale and leaseback of real property and property and equipment of $33.6 million and $0.7 million,respectively.

Financing activities. Our financing activities primarily consist of proceeds from the issuance of debt and the

repayment of principal and debt issuance costs. Our net cash used in financing activities was $194.0 million for the nine months ended September 30, 2016.

The $194.0 million of cash used in financing activities was primarily due to member distributions of $214.8 million,$66.0 million of net payments under the Floor Plan Facility, principal payments under the Existing Term Loan Facilityof $43.6 million, and other financing uses of $3.9 million, partially offset by $134.3 million of borrowings under theExisting Term Loan Facility. During the nine months ended September 30, 2016, we also borrowed and repaid $12.0million under the Existing Revolving Credit Facility.

Our net cash used in financing activities was $120.7 million for the nine months ended September 30, 2015.The $120.7 million of cash used in financing activities was primarily due to member distributions of $206.1 million,principal payments under the Existing Term Loan Facility of $26.6 million, and other financing uses of $4.3 million,partially offset by $94.8 million of borrowings under the Existing Term Loan Facility, and $21.5 million of net paymentsunder the Floor Plan Facility during the nine months ended September 30, 2015. Description of Senior Secured Credit Facilities and Floor Plan Facility

As of September 30, 2016, we had an existing credit agreement that included a $832.9 million term loan (the‘‘Existing Term Loan Facility’’) and $20.0 million of commitments for revolving loans (the ‘‘Existing Revolving CreditFacility’’ and, together with the Existing Term Loan Facility, the ‘‘Existing Senior Secured Credit Facilities’’).Additionally, we also have up to $1.165 billion in maximum borrowing availability under a floor plan financing facility(the ‘‘Floor Plan Facility’’). As of September 30, 2016, we had $816.3 million of

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term loans outstanding under the Existing Senior Secured Credit Facilities, net of $4.7 million of unamortized originalissue discount and $11.8 million of finance costs, no revolving borrowings outstanding under the Existing SeniorSecured Credit Facilities and $532.5 million of floor plan notes payable outstanding under the Floor Plan Facility, with$16.3 million of additional borrowing capacity under our Existing Revolving Credit Facility and $632.5 million ofadditional borrowing capacity under our Floor Plan Facility. Our Existing Term Loan Facility requires us to makequarterly principal payments of the outstanding principal amount thereof, which totaled $31.6 million and $26.6 millionfor the nine months ended September 30, 2016 and 2015, respectively. Additionally, we paid total cash interest on ourExisting Senior Secured Credit Facilities of $34.8 million and $27.4 million for the nine months ended September 30,2016 and 2015, respectively, and we paid total floor plan interest expense on our Floor Plan Facility of $14.9 millionand $9.4 million for the nine months ended September 30, 2016 and 2015, respectively. In addition to interest paid onour Existing Senior Secured Credit Facilities and our Floor Plan Facility, we paid cash interest of $1.1 million and $7.8million for the nine months ended September 30, 2016 and 2015, respectively. We may from time to time seek torefinance, retire or exchange our outstanding debt. Such refinancings, repayments or exchanges, if any, will dependon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amountsinvolved may be material. In the past, we have used interest rate swap derivatives to diversify our debt portfoliobetween fixed and variable rate instruments.

Senior Secured Credit Facilities

On November 20, 2013, CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC (the ‘‘Borrower’’), andCWGS, LLC (as parent guarantor) entered into a credit agreement (the “Existing Credit Agreement”) for a $545.0million senior secured credit facility (the “Existing Senior Secured Credit Facilities”) with Goldman Sachs Bank USA,as administrative agent and the other lenders party thereto. The Existing Senior Secured Credit Facilities originallyconsisted of a $525.0 million term loan facility (the “Existing Term Loan Facility”) at an original issue discount of $5.25million or 1.00%, and a $20.0 million revolving credit facility (including a $10.0 million letter of credit sublimit) (the“Existing Revolving Credit Facility”). The Existing Senior Secured Credit Facilities also include a $5.0 million swinglinecommitment.

On December 1, 2014, we amended the Existing Credit Agreement governing our Existing Senior Secured

Credit Facilities (the ‘‘First Amendment’’) to, among other things, provide for an increase in term loan borrowings to$628.1 million, allow the contribution of the net cash proceeds of the First Amendment to FreedomRoads, LLC(‘‘FreedomRoads’’), a subsidiary of Borrower, finance its acquisition of RV dealerships, increase the size of theincremental cap and make certain other changes to the pricing terms, incremental borrowings provision and certaincovenants.

On June 2, 2015, we further amended the Existing Credit Agreement (the ‘‘Second Amendment’’) to, among

other things, provide for an increase in term loan borrowings to $705.8 million, allow a special distribution of the netcash proceeds of the Second Amendment from the Borrower to CWGS, LLC for a distribution to its members in theamount of $95.0 million, reduce the applicable rate with respect to term loans, increase the initial restricted paymentamount, increase the size of the incremental cap and make certain other changes to the pricing terms, incrementalborrowings provision and certain covenants.

On December 17, 2015, we further amended the Existing Credit Agreement (the ‘‘Third Amendment’’) to,

among other things, provide for an increase in term loan borrowings to $736.5 million, allow the contribution of the netcash proceeds of the Third Amendment to FreedomRoads, to finance its acquisition of RV dealerships, increase theapplicable rate with respect to term loans, increase the size of the incremental cap and make certain other changes tothe pricing terms, incremental borrowings provision and certain covenants.

On September 21, 2016, we further amended the Existing Credit Agreement (the ‘‘Fourth Amendment’’) to,

among other things, permit the initial public offering, provide for an increase in term loan borrowings to $816.3 million,increase the capacity for payments by the Borrower to CWGS, LLC for payment of regular quarterly distributions to itscommon unit holders, including us, permit a $100.0 million special distribution of a portion of borrowings under theFourth Amendment from the Borrower (as defined herein) to CWGS, LLC for a distribution to its members (which wasalso made on September 21, 2016 and allow a contribution to FreedomRoads to finance the acquisition of RVdealerships.

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On November 8, 2016, CWGS Group, LLC and CWGS, LLC (as parent guarantor) entered into a credit

agreement (the “New Credit Agreement”) for a new $680.0 million senior secured credit facility (the ‘‘New SeniorSecured Credit Facilities’’) with Goldman Sachs Bank USA, as administrative agent, and the other lenders partythereto and used the proceeds to repay the Existing Senior Secured Credit Facilities. The New Senior Secured CreditFacilities consist of a seven-year $645.0 million term loan facility (the “New Term Loan Facility”) and a five-year $35.0million revolving credit facility (the “New Revolving Credit Facility”).

Borrowings under the New Term Loan Facility bear interest at a rate per annum equal to, at our option, either:

(a) the London Interbank Offered Rate (‘‘LIBOR’’) multiplied by the statutory reserve rate (such product, the ‘‘AdjustedLIBOR Rate’’), subject to a 0.75% floor, plus an applicable margin of 3.75%, in the case of Eurocurrency loans or (b)an alternate base rate (determined by reference to the greatest of : (i) the prime rate published by The Wall StreetJournal (the ‘‘WSJ Prime Rate’’), (ii) the federal funds effective rate plus 0.50% and (iii) the one-month AdjustedLIBOR Rate plus 1.00%), subject to a 1.75% floor, plus an applicable margin of 2.75%, in the case of alternate baserate loans. The New Term Loan Facility includes mandatory amortization at 1% per annum in equal quarterlyinstallments.

Borrowings under the New Revolving Credit Facility bear interest at a rate per annum equal to, at our option,

either: (a) the Adjusted LIBOR Rate plus an applicable margin based on the total leverage ratio, as set forth in thetable below, in the case of Eurocurrency borrowings or (b) an alternate base rate (determined by reference to thegreatest of : (i) the WSJ Prime Rate, (ii) the federal funds effective rate plus 0.50% and (iii) the one-month AdjustedLIBOR Rate plus 1.00%), plus an applicable margin based on the total leverage ratio, as set forth in the table below,in the case of alternate base rate borrowings.

Pricing Level

TotalLeverage

Ratio Eurocurrency ABR

1 ≤

1.75 : 1.00 3.25% 2.25%

2 >

1.75 : 1.00 3.50% 2.50% In addition to paying interest on outstanding principal under the New Senior Secured Credit Facilities, we are

required to pay a commitment fee to the lenders under the New Revolving Credit Facility in respect of the unutilizedcommitments thereunder at a rate of 0.50% per annum. We also pay customary letter of credit and agency fees.

Existing Term Loan Facility quarterly payments for 2014 were $3.3 million for each of the quarters ended

March 31, 2014, June 30, 2014 and September 30, 2014 and $4.0 million for the quarter ended December 31, 2014.Existing Term Loan Facility quarterly payments for 2015 and 2016 were $8.1 million for the three months endedMarch 31, 2015, $9.3 million for each of the quarters ended June 30, 2015 and September 30, 2015, $10.0 million foreach of the quarters ended December 31, 2015 and March 31, 2016, and $9.9 million for the three months endedJune 30, 2016, and $11.7 million for the three months ended September 30, 2016. Quarterly payments of $1.6 millionwill be due under the New Term Loan Facility on the last day of each fiscal quarter going forward beginning March 31,2017. The remaining unpaid principal balance of the New Term Loan Facility along with all accrued and unpaidinterest is due and payable on November 8, 2023. As of September 30, 2016, we had $816.3 million of term loansoutstanding, net of $4.7 million of unamortized original issue discount and $11.8 million of finance costs. Additionally,as of November 10, 2016, we had $645.0 million of term loans outstanding, net of $3.2 million of unamortized originalissue discount. The New Term Loan Facility also provides for an excess cash flow payment following the end of eachfiscal year, such that the Borrower is required to prepay the term loan borrowings in an aggregate amount equal to50% of excess cash flow for such fiscal year if the total leverage ratio is greater than 2.00 to 1.00. The requiredpercentage of excess cash flow prepayment is reduced to 25% if the total leverage ratio is 1.50 to 1.00 or greater, butless than 2.00 to 1.00, and 0% if the total leverage ratio is less than 1.50 to 1.00. As of December 31, 2015, theBorrower’s excess cash flow offer, as defined in the Existing Credit Agreement was $16.1 million and was presentedto the lenders under our Existing Term Loan Facility. The lenders accepted $12.0 million of the prepayment offer anda principal payment in that amount was made on May 9, 2016.

The principal amount outstanding of loans under the New Revolving Credit Facility becomes due and payable

on November 8, 2021. As of September 30, 2016, we had $16.3 million available for borrowing under

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our Existing Revolving Credit Facility and no outstanding borrowings thereunder. As of September 30, 2016, we hadletters of credit in the aggregate amount of $3.7 million outstanding under the Existing Revolving Credit Facility.

The New Senior Secured Credit Facilities are collateralized by substantially all of the assets and equity of the

Borrower and the subsidiary guarantors and contain financial covenants and certain business covenants, includingrestrictions on dividend payments. The New Senior Secured Credit Facilities restrict the ability of the Borrower and itssubsidiaries to pay distributions or make other restricted payments. The Borrower is generally permitted to paydistributions (1) in an amount not to exceed a specified available amount (as defined in the New Credit Agreement),and calculated as the sum of, among other things, $40.0 million, plus net proceeds received by the Borrower inconnection with the issuance of, or contribution of cash in respect of, certain existing equity interests, plus, if the totalleverage ratio is not greater than 2.50 to 1, cumulative excess cash flow not otherwise applied, minus distributions,prepayments of debt and investments made in reliance of the available amount) as long as (A) after giving pro formaeffect to the contemplated distribution, the Borrower would be in compliance with the maximum total leverage ratiocovenant (as described below) and (B) no default or event of default has occurred or would result from thecontemplated distribution; and (2) in an amount up to $30.0 million during any calendar year, with unused amounts inany calendar year carried over to the succeeding calendar year, to provide funds that are used by CWGS, LLC to payregular quarterly distributions to its common unit holders, including us. In addition, the New Credit Agreement requiresthe Borrower and its subsidiaries to comply on a quarterly basis with a maximum total leverage ratio, which covenantis only for the benefit of the New Revolving Credit Facility, during certain periods in which the aggregate amount ofborrowings under the New Revolving Credit Facility (including swingline loans), letters of credit and unreimbursedletter of credit disbursements outstanding at such time (minus the lesser of (a) $5.0 million and (b) letters of creditoutstanding) is greater than $10.0 million. The maximum total leverage ratio is 3.00 to 1 stepping down to 2.75 to 1 onMarch 31, 2020. As of September 30, 2016, the Borrower, CWGS, LLC and the subsidiary guarantors were incompliance with our Existing Senior Secured Credit Facilities. To the extent that we are unable to comply with themaximum total leverage ratio in the future, we would be unable to borrow under the New Revolving Credit Facility andmay need to seek alternative sources of financing in order to operate and finance our business as we deemappropriate. There is no guarantee that we would be able to incur additional indebtedness on acceptable terms or atall. Floor Plan Facility

On August 12, 2015, FreedomRoads, LLC (the ‘‘Floor Plan Borrower’’), a wholly-owned subsidiary of CWGS,

LLC, and Bank of America, N.A., as administrative agent and letter of credit issuer, and the other lenders partythereto, entered into a sixth amended and restated credit agreement, which governs our floor plan facility (the ‘‘FloorPlan Facility’’), modifying a floor plan facility originally entered into with Bank of America, N.A. as administrative agent,and other lenders party thereto, as amended from time to time, since 2005 to finance substantially all of our new andcertain of our used RV inventory. We are required to make monthly interest payments on the amount financed. Wecan use this facility to finance (i) up to 100% of our new RV inventory, and (ii) various percentages of our used RVinventory, as determined by reference to the most recently published National Automobile Dealers Association RVIndustry Appraisal Guide. On July 1, 2016, we entered into an amendment to the Floor Plan Facility to, among otherthings, increase the available amount under a floor plan facility from $865.0 million to $1.165 billion, amend theapplicable margin, and extend the maturity date. Our Floor Plan Facility allows the Floor Plan Borrower to borrow upto $1.165 billion under a floor plan facility and up to $15.0 million under a letter of credit facility. The Floor Plan Facilitymatures on June 30, 2019. As of September 30, 2016, $532.5 million in floor plan notes payable and $7.3 million ofletters of credit borrowings were outstanding under the Floor Plan Facility.

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Floor plan notes payable under our Floor Plan Facility bear interest at a rate per annum equal to, at ouroption, either: (a) a floating rate tied to the London Interbank Offered Rate (‘‘LIBOR’’ and, together with the floatingrate, the ‘‘Floating LIBOR Rate’’), plus an applicable margin as set forth in the table below, in the case of FloatingLIBOR Rate loans or (b) a base rate determined by reference to the greatest of: (i) the federal funds rate plus 0.50%,(ii) the prime rate published by Bank of America, N.A. (the ‘‘BofA Prime Rate’’), in the case of Floating LIBOR Rateborrowings and (iii) the Floating LIBOR Rate plus 1.75%, plus an applicable margin as set forth in the table below, inthe case of base rate loans.

Pricing Level Consolidated Current Ratio Eurocurrency

BaseRate

LoansI > 1.250 : 1.000 2.05% 0.55%

II > 1.220 : 1.000 but ≤ 1.250 :

1.000 2.15% 0.65%III > 1.200 : 1.000 but ≤ 1.220 : 1.000 2.35% 0.85%IV ≤ 1.200 : 1.000 2.50% 1.00%

Borrowings under our Floor Plan Facility for letters of credit bear interest at a rate per annum equal to, at ouroption, either: (a) the Floating LIBOR Rate, plus 1.50%, in the case of Floating LIBOR Rate loans or (b) a base ratedetermined by reference to the greatest of: (i) the federal funds rate plus 0.50%, (ii) the BofA Prime Rate and (iii) theFloating LIBOR Rate plus 1.75%, plus 1.50%, in the case of base rate loans.

The Floor Plan Borrower and its subsidiary guarantors are required to pay commitment fees equal to: (i)0.200% per annum times the actual daily amount by which the letter of credit facility exceeds the sum of the letter ofcredit obligations, and (ii) 0.200% per annum times the actual daily amount by which the Floor Plan Facility exceedsthe sum of the outstanding amount of all floor plan loans. Letter of credit fees for each of letter of credit are equal tothe higher of: (a) 2.25% times the daily amount available to be drawn under such letter of credit; and (b) $2,000 perannum.

In addition to other customary covenants, the credit agreement governing our Floor Plan Facility requires theFloor Plan Borrower and the subsidiary guarantors to comply on a monthly basis with a minimum consolidated currentratio of 1.180 to 1.000 and a minimum fixed charge coverage ratio of 1.250 to 1.000. As of September 30, 2016, theFloor Plan Borrower and the subsidiary guarantors were in compliance with each of these covenants.

Borrowings under the Floor Plan Facility are guaranteed by FreedomRoads Intermediate Holdco, LLC (thedirect parent of the Floor Plan Borrower) and certain subsidiary guarantors (collectively, the ‘‘Guarantors’’). Thesefloor plan arrangements grant the administrative agent a first priority security interest in all property of the floor planBorrower and the Guarantors, the financed RVs and the related sales proceeds. Sale/Leaseback Arrangements

We have in the past and may in the future enter into sale-leaseback transactions to finance certain propertyacquisitions and capital expenditures, pursuant to which we sell property and/or leasehold improvements to thirdparties and agree to lease those assets back for a certain period of time. Such sales generate proceeds which varyfrom period to period. Deferred Revenue and Gains

Deferred revenue and gains consist of our sales for products not yet recognized as revenue at the end of agiven period and deferred gains on sale-leaseback and derecognition of right to use asset transactions. Our deferredrevenue and deferred gains as of December 31, 2015 were $102.4 million and $13.4 million, respectively. Deferredrevenue is expected to be recognized as revenue and deferred gains are expected to be recognized ratably over thelease terms as an offset to rent expense. Off-Balance Sheet Arrangements

As of September 30, 2016, we did not have any off-balance sheet arrangements, except for operating leasesentered into in the normal course of business.

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Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with GAAP, and in doing so, wehave to make estimates, assumptions and judgments affecting the reported amounts of assets, liabilities, revenuesand expenses, as well as the related disclosure of contingent assets and liabilities. We base our estimates,assumptions and judgments on historical experience and on various other factors we believe to be reasonable underthe circumstances. Different assumptions and judgments would change estimates used in the preparation of ourcondensed consolidated financial statements, which, in turn, could change our results from those reported. Weevaluate our critical accounting estimates, assumptions and judgments on an ongoing basis.

There has been no material change in our critical accounting policies from those previously reported anddisclosed in our Prospectus. Recent Accounting Pronouncements

See Note 1 to our unaudited consolidated financial statements in Item 1 of Part I of this Quarterly Report onForm 10-Q. Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in inflation and interest rates. All of these market risks arise inthe normal course of business, as we do not engage in speculative trading activities. The following analysis providesquantitative information regarding these risks. Impact of Inflation

We believe that inflation over the last three fiscal years has not had a significant impact on our operations;however, we cannot assure you there will be no such effect in the future. Our leases require us to pay taxes,maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Additionally,the cost of re-modeling acquired retail locations and constructing new retail locations is subject to inflationary increasein the costs of labor and material, which results in higher rent expense on new retail locations. Finally, we financesubstantially all of our inventory through various revolving floor plan arrangements with interest rates that vary basedon various benchmarks. Such rates have historically increased during periods of increasing inflation. Interest Rate Risk

Our operating results are subject to risk from interest rate fluctuations on our New Senior Secured CreditFacilities and our Floor Plan Facility, which carries variable interest rates. Interest rate risk is the exposure to lossresulting from changes in the level of interest rates and the spread between different interest rates. Our New SeniorSecured Credit Facilities includes a New Term Loan Facility and a New Revolving Credit Facility with advances tied toa borrowing base and which bear interest at variable rates. Additionally, under our Floor Plan Facilities we have theability to draw on revolving floor plan arrangements, which bear interest at variable rates. Because our New SeniorSecured Credit Facilities and Floor Plan Facility bear interest at variable rates, we are exposed to market risks relatingto changes in interest rates. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and taxpolicies, U.S. and international economic factors and other factors beyond our control. As of September 30, 2016, wehad no outstanding borrowings under our Existing Revolving Credit Facility, $816.3 million of variable rate debtoutstanding under our Existing Term Loan Facility, net of $4.7 million of unamortized original issue discount and $11.8million of finance costs, and $532.5 million in outstanding borrowings under our Floor Plan Facility. Based onSeptember 30, 2016 debt levels, an increase or decrease of 1% in the effective interest rate would cause an increaseor decrease in interest expense under our Existing Term Loan Facility of $4.4 million and $0.0 million (due to ourinterest rate floor), respectively, over the next 12 months and an increase or decrease of 1% in the effective ratewould cause an increase or decrease in interest under our Floor Plan Facility of approximately $5.3 million over thenext 12 months. We do not use derivative financial instruments for speculative or trading purposes, but this does notpreclude our adoption of specific hedging strategies in the future.

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Item 4. Controls and Procedures Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that anycontrols and procedures, no matter how well designed and operated, can provide only reasonable assurance ofachieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect thefact that there are resource constraints and that management is required to apply judgment in evaluating the benefitsof possible controls and procedures relative to their costs. Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated,as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosurecontrols and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, asamended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officerconcluded that our disclosure controls and procedures were effective at the reasonable assurance level as ofSeptember 30, 2016.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during thefiscal quarter ended September 30, 2016, that has materially affected, or is reasonably likely to materially affect, ourinternal control over financial reporting. Part II. Other Information Item 1: Legal Proceedings

We are party to legal proceedings incidental to our business. While the outcome of these matters could differfrom management’s expectations, we do not believe that the resolution of these matters is reasonably likely to have amaterial adverse effect to our financial statements. Item 1A. Risk Factors

RISK FACTORS Investing in our common stock involves a high degree of risk. You should consider carefully the risks and

uncertainties described below, together with the other information included in this Quarterly Report on Form 10-Q.The occurrence of any of the following risks may materially and adversely affect our business, financial condition,results of operations and future prospects. In these circumstances, the market price of our Class A common stockcould decline. Other events that we do not currently anticipate or that we currently deem immaterial may also affectour business, prospects, financial condition and results of operations.

Risks Related to Our Business

Our business is affected by the availability of financing to us and our customers.

Our business is affected by the availability of financing to us and our customers. Generally, RV dealers,

including us, finance their purchases of inventory with financing provided by lending institutions. As of September 30,2016, we had up to $1.165 billion in maximum borrowing availability under a floor plan financing facility (the “FloorPlan Facility”). Additionally, as of September 30, 2016, we had $532.5 million floor plan notes payable outstandingwith $632.5 million of additional borrowing capacity under the Floor Plan Facility. As of September 30, 2016,approximately 88.7% of the invoice cost of new RV inventory and no used RV inventory was financed under the FloorPlan Facility. A decrease in the availability of this type of

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wholesale financing or an increase in the cost of such wholesale financing could prevent us from carrying adequatelevels of inventory, which may limit product offerings and could lead to reduced sales and revenues.

Furthermore, many of our customers finance their RV purchases. Although consumer credit markets have

improved, consumer credit market conditions continue to influence demand, especially for RVs, and may continue todo so. There continue to be fewer lenders, more stringent underwriting and loan approval criteria, and greater downpayment requirements than in the past. If credit conditions or the credit worthiness of our customers worsen, andadversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates, it couldresult in a decrease in the sales of our products and have a material adverse effect on our business, financialcondition and results of operations.

Fuel shortages, or high prices for fuel, could have a negative effect on our business .

Gasoline or diesel fuel is required for the operation of RVs. There can be no assurance that the supply of

these petroleum products will continue uninterrupted, that rationing will not be imposed or that the price of or tax onthese petroleum products will not significantly increase in the future. Shortages of gasoline and diesel fuel have had amaterial adverse effect on the RV industry as a whole in the past and any such shortages or substantial increases inthe price of fuel could have a material adverse effect on our business, financial condition or results of operations.

Our success depends to a significant extent on the well-being, as well as the continued popularity andreputation for quality, of our manufacturers, particularly Thor Industries, Inc., Forest River, Inc., WinnebagoIndustries, Inc. and Jayco, Inc.

Thor Industries, Inc. (including Jayco, Inc. which was acquired by Thor Industries, Inc. on June 30, 2016 and

operated as a wholly-owned subsidiary of Thor Industries, Inc.), Forest River, Inc., and Winnebago Industries, Inc.supplied approximately 68.2%, 13.2%, and 12.9%, respectively, of our new RV inventory as of September 30, 2016.We depend on our manufacturers to provide us with products that compare favorably with competing products interms of quality, performance, safety and advanced features. Any adverse change in the production efficiency,product development efforts, technological advancement, marketplace acceptance, reputation, marketing capabilitiesor financial condition of our manufacturers, particularly Thor Industries, Inc., Forest River, Inc., Winnebago Industries,Inc. and Jayco, Inc., could have a substantial adverse impact on our business. Any difficulties encountered by any ofour manufacturers, particularly Thor Industries, Inc., Forest River, Inc., Winnebago Industries, Inc. and Jayco, Inc.,resulting from economic, financial, or other factors could adversely affect the quality and amount of products that theyare able to supply to us and the services and support they provide to us.

The interruption or discontinuance of the operations of Thor Industries, Inc., Forest River, Inc., Winnebago

Industries, Inc. and Jayco, Inc. or other manufacturers could cause us to experience shortfalls, disruptions, or delayswith respect to needed inventory. Although we believe that adequate alternate sources would be available that couldreplace any manufacturer as a product source, those alternate sources may not be available at the time of anyinterruption, and alternative products may not be available at comparable quality and prices.

Our supply arrangements with manufacturers are typically governed by dealer agreements, which are

customary in the RV industry. Our dealer agreements with manufacturers are generally made on a location-by-location basis, and each retail location typically enters into multiple dealer agreements with multiple manufacturers.Our dealer agreements also generally provide for a one-year term, which is typically renewed annually. The terms ofour dealer agreements are typically subject to:

· us meeting all the requirements and conditions of the manufacturer’s applicable programs;

· us maintaining certain minimum inventory requirements and meeting certain retail sales objectives;

· us performing services and repairs for all owners of the manufacturer’s RVs (regardless from whom theRV was purchased) that are still under warranty and us carrying the manufacturer’s parts and accessoriesneeded to service and repair the manufacturer’s RVs in stock at all times;

· us actively advertising and promoting the manufacturer’s RVs; and

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· us indemnifying the manufacturer under certain circumstances. Our dealer agreements generally designate a specific geographical territory for us, which is often exclusive to

us, provided that we are able to meet the material obligations of the applicable dealer agreement. In addition, many of our dealer agreements contain stocking level requirements and certain of our dealer

agreements contain contractual provisions concerning minimum advertised product pricing for current model yearunits. Wholesale pricing is generally established on a model year basis and is subject to change in the manufacturer’ssole discretion. In certain cases, the manufacturer may also establish a suggested retail price, below which we cannotadvertise that manufacturer’s RVs. Any change, non-renewal, unfavorable renegotiation or termination of thesearrangements for any reason could adversely affect product availability and cost and our financial performance.

Our business model is impacted by general economic conditions in our markets, and ongoing economic andfinancial uncertainties may cause a decline in consumer spending that may adversely affect our business,financial condition and results of operations.

As a business that relies on consumer discretionary spending, we may be adversely affected if our customers

reduce, delay or forego their purchases of our services, protection plans, products and resources as a result of: · job losses;

· bankruptcies;

· higher consumer debt and interest rates;

· reduced access to credit;

· higher energy and fuel costs;

· relative or perceived cost, availability and comfort of RV use versus other modes of travel, such as airtravel and rail;

· falling home prices;

· lower consumer confidence;

· uncertainty or changes in tax policies and tax rates; or

· uncertainty due to national or international security concerns. We also rely on our retail locations to attract and retain customers and to build our customer database. If we

close retail locations or are unable to open or acquire new retail locations due to general economic conditions orotherwise, our ability to maintain and grow our customer database and our Active Customers will be limited, whichcould have a material adverse effect on our business, financial condition and results of operation.

Decreases in Active Customers, average spend per customer or retention and renewal rates for our

consumer services and plans would negatively affect our financial performance, and a prolonged period of depressedconsumer spending could have a material adverse effect on our business. Promotional activities and decreaseddemand for consumer products could also affect our profitability and margins. In addition, adverse economicconditions may result in an increase in our operating expenses due to, among other things, higher costs of labor,energy, equipment and facilities. Due to recent fluctuations in the U.S. economy, our sales, operating and financialresults for a particular period are difficult to predict, making it difficult to forecast results for future periods. Additionally,we are subject to economic fluctuations in local markets that may not reflect the economic conditions of the U.S.economy. Any of the foregoing factors could have a material adverse effect on our business, financial condition andresults of operations.

In addition, the success of our recurring Good Sam consumer services and plans depends, in part, on our

customers’ use of certain RV sites and/or the purchase of services, protection plans, products and

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resources through participating merchants. If general economic conditions worsen, our customers may perceive thatthey have less disposable income for leisure activities or they may not be able to obtain credit for discretionarypurchases. As a result, they may travel less frequently, spend less when they travel and purchase and utilize ourservices, protection plans, products and resources less often, if at all, which could have a material adverse effect onour business, financial condition and results of operations. Furthermore, if we face increased competition from otherbusinesses with similar product and service offerings, we may need to respond by establishing pricing, marketing andother programs or by seeking out additional strategic alliances or acquisitions that may be less favorable to us thanwe could otherwise establish or obtain in more favorable economic environments. In addition, declines in the nationaleconomy could cause merchants who participate in our programs to go out of business. It is likely that, should thenumber of merchants entering bankruptcy rise, the number of uncollectible accounts would also rise. These factorscould have a material adverse effect on our business, financial condition and results of operations. We depend on our ability to attract and retain customers.

Our future success depends in large part upon our ability to attract and retain Active Customers for our

services, protection plans, products and resources. The extent to which we achieve growth in our customer base andsustain high renewal rates of our recurring consumer services and plans materially influences our profitability. Anynumber of factors could affect our ability to grow our customer base and sustain high renewal rates of our recurringconsumer services and plans. These factors include consumer preferences, the frequency with which customersutilize our services, protection plans, products and resources, general economic conditions, our ability to maintain ourretail locations, weather conditions, the availability of alternative services, protection plans, products and resources,significant increases in gasoline prices, the disposable income of consumers available for discretionary expendituresand the external perception of our brands. Any significant decline in our customer base, the growth of our customerbase or the usage of our services, protection plans, products or resources by our customers, including the renewalrates of our recurring consumer services and plans, could have a material adverse effect on our business, financialcondition and results of operations.

Competition in the market for services, protection plans, products and resources targeting the RV lifestyle orRV enthusiast could reduce our revenues and profitability.

The market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast

is highly fragmented and competitive. Competitive factors that drive the RV market are price, product and servicefeatures, technology, performance, reliability, quality, availability, variety, delivery and customer service. We competedirectly or indirectly with the following types of companies:

· major national insurance and warranty companies, providers of roadside assistance and providers of

extended service contracts;

· other dealers of new and used RVs;

· other specialty retailers that compete with us across a significant portion of our merchandising categoriesthrough retail catalog or e-commerce businesses; and

· online retailers. Additional competitors may enter the businesses in which we currently operate. Moreover, some of our mass

merchandising competitors do not currently compete in many of the product categories we offer, but may choose tooffer a broader array of competing products in the future. In addition, an increase in the number of aggregator andprice comparison sites for insurance products may negatively impact our sales of these products. If any of ourcompetitors successfully provides a broader, more efficient or attractive combination of services, protection plans,products and resources to our target customers, our business results could be materially adversely affected. Ourinability to compete effectively with existing or potential competitors could have a material adverse effect on ourbusiness, financial condition and results of operations.

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Our expansion into new, unfamiliar markets, products lines or categories presents increased risks that mayprevent us from being profitable in these new markets, products lines or categories. Delays in opening oracquiring new retail locations could have a material adverse effect on our business, financial condition andresults of operations.

We intend to expand by building or acquiring new retail locations in new markets and may elect to acquire

new product lines or categories. As a result, we may have less familiarity with local consumer preferences and lessproduct or category knowledge with respect to new product lines or categories, and could encounter difficulties inattracting customers due to a reduced level of consumer familiarity with our brands or reduced product or categoryknowledge. Other factors that may impact our ability to open or acquire new retail locations in new markets and tooperate them profitably or acquire new product lines or categories, many of which are beyond our control, include:

· our ability to identify suitable acquisition opportunities or new locations, including our ability to gather and

assess demographic and marketing data to determine consumer demand for our products in the locationswe select;

· our ability to negotiate favorable lease agreements;

· our ability to secure product lines;

· the availability of construction materials and labor for new retail locations and significant constructiondelays or cost overruns;

· our ability to accurately assess the profitability of potential acquisitions or new locations;

· our ability to secure required governmental permits and approvals;

· our ability to hire and train skilled store operating personnel, especially management personnel;

· our ability to provide a satisfactory mix of merchandise that is responsive to the needs of our customersliving in the geographic areas where new retail locations are built or acquired;

· our ability to supply new retail locations with inventory in a timely manner;

· our competitors building or leasing retail locations near our retail locations or in locations we haveidentified as targets;

· regional economic and other factors in the geographic areas in which we expand; and

· general economic and business conditions affecting consumer confidence and spending and the overallstrength of our business.

Once we decide on a new market and identify a suitable location or acquisition opportunity, any delays in

opening or acquiring new retail locations could impact our financial results. It is possible that events, such as delays inthe entitlements process or construction delays caused by permitting or licensing issues, material shortages, laborissues, weather delays or other acts of god, discovery of contaminants, accidents, deaths or injuries, could delayplanned openings beyond their expected dates or force us to abandon planned openings altogether.

As we grow, we will face the risk that our existing resources and systems, including management resources,

accounting and finance personnel and operating systems, may be inadequate to support our growth. We cannotassure you that we will be able to retain the personnel or make the changes in our systems that may be required tosupport our growth. Failure to secure these resources and implement these systems on a timely basis could have amaterial adverse effect on our results of operations. In addition, hiring additional personnel and implementing changesand enhancements to our systems will require capital expenditures and other increased costs that could also have amaterial adverse impact on our results of operations.

Our expansion into new markets, products or categories may also create new distribution and merchandising

challenges, including additional strain on our distribution centers, an increase in information to be processed by ourmanagement information systems and diversion of management attention from existing

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operations. To the extent that we are not able to meet these additional challenges, our sales could decrease and ouroperating expenses could increase, which could have a material adverse effect on our business, financial conditionand results of operations.

Finally, the size, timing, and integration of any future new retail location openings or acquisitions or the

acquisition of new product lines or categories may cause substantial fluctuations in our results of operations fromquarter to quarter. Consequently, our results of operations for any quarter may not be indicative of the results thatmay be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could adversely affect themarket price of our common stock.

As a result of the above factors, we cannot assure you that we will be successful in operating our retail

locations in new markets or acquiring new product lines or categories on a profitable basis, and our failure to do socould have a material adverse effect on our business, financial condition and results of operations.

Unforeseen expenses, difficulties, and delays frequently encountered in connection with expansion throughacquisitions could inhibit our growth and negatively impact our profitability.

Since January 1, 2011, we have acquired 36 retail locations and we have sold two retail locations. Each

acquired retail location operated independently prior to its acquisition by us. Our success depends, in part, on ourability to continue to make successful acquisitions and to integrate the operations of acquired retail locations, includingcentralizing certain functions to achieve cost savings and pursuing programs and processes that promote cooperationand the sharing of opportunities and resources among our retail locations and consumer services and plans.Unforeseen expenses, difficulties and delays frequently encountered in connection with rapid expansion throughacquisitions could inhibit our growth and negatively impact our profitability.

We also may be unable to identify suitable acquisition candidates or to complete the acquisitions of

candidates that we identify. Increased competition for acquisition candidates or increased asking prices by acquisitioncandidates may increase purchase prices for acquisitions to levels beyond our financial capability or to levels thatwould not result in the returns required by our acquisition criteria. Acquisitions also may become more difficult or lessattractive in the future as we continue to acquire the most attractive dealers and stores. In addition, we may encounterdifficulties in integrating the operations of acquired dealers and stores with our own operations or managing acquireddealers and stores profitably without substantial costs, delays, or other operational or financial problems.

Our ability to continue to grow through the acquisition of additional retail locations will depend upon various

factors, including the following: · the availability of suitable acquisition candidates at attractive purchase prices;

· the ability to compete effectively for available acquisition opportunities;

· the availability of cash on hand, borrowed funds or Class A common stock with a sufficient market price tofinance the acquisitions;

· the ability to obtain any requisite third party or governmental approvals; and

· the absence of one or more third parties attempting to impose unsatisfactory restrictions on us inconnection with their approval of acquisitions.

As a part of our acquisition strategy, we frequently engage in discussions with various dealerships regarding

their potential acquisition by us. In connection with these discussions, we and each potential acquisition candidateexchange confidential operational and financial information, conduct due diligence inquiries, and consider thestructure, terms, and conditions of the potential acquisition. Potential acquisition discussions frequently take placeover a long period of time and involve difficult business integration and other issues, including in some cases,management succession and related matters. As a result of these and other factors, a number of potentialacquisitions that from time to time appear likely to occur do not result in binding legal agreements and are notconsummated. In addition, we may have disagreements with potential

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acquisition targets, which could lead to litigation. Any of these factors or outcomes could result in a material adverseeffect on our business, financial condition and results of operations. Failure to maintain the strength and value of our brands could have a material adverse effect on ourbusiness, financial condition and results of operations.

Our success depends on the value and strength of the Camping World and Good Sam brands. The Camping

World and Good Sam names are integral to our business as well as to the implementation of our strategies forexpanding our business. Maintaining, enhancing, promoting and positioning our brands, particularly in new marketswhere we have limited brand recognition, will depend largely on the success of our marketing and merchandisingefforts and our ability to provide high quality services, protection plans, products and resources and a consistent, highquality customer experience. Our brands could be adversely affected if we fail to achieve these objectives, if we fail tocomply with local laws and regulations, if we are subject to publicized litigation or if our public image or reputationwere to be tarnished by negative publicity. Some of these risks may be beyond our ability to control, such as theeffects of negative publicity regarding our manufacturers, suppliers or third party providers of services or negativepublicity related to members of management. Any of these events could result in decreases in revenues. Further,maintaining, enhancing, promoting and positioning our brands image may require us to make substantial investmentsin areas such as merchandising, marketing, store operations, community relations, store graphics and employeetraining, which could adversely affect our cash flow and which may ultimately be unsuccessful. These factors couldhave a material adverse effect on our business, financial condition and results of operations.

Our failure to successfully order and manage our inventory to reflect consumer demand in a volatile marketand anticipate changing consumer preferences and buying trends could have a material adverse effect on ourbusiness, financial condition and results of operations.

Our success depends upon our ability to successfully manage our inventory and to anticipate and respond to

merchandise trends and consumer demands in a timely manner. Our products appeal to consumers who are, or couldbecome, RV owners across North America. The preferences of these consumers cannot be predicted with certaintyand are subject to change. Further, the retail consumer industry, by its nature, is volatile and sensitive to numerouseconomic factors, including consumer preferences, competition, market conditions, general economic conditions andother factors outside of our control. We cannot predict consumer preferences with certainty, and consumerpreferences often change over time. We typically order merchandise well in advance of the following selling season.The extended lead times for many of our purchases may make it difficult for us to respond rapidly to new or changingproduct trends, increases or decreases in consumer demand or changes in prices. If we misjudge either the marketfor our merchandise or our consumers’ purchasing habits in the future, our revenues may decline significantly and wemay not have sufficient quantities of merchandise to satisfy consumer demand or sales orders or we may be requiredto discount excess inventory, either of which could have a material adverse effect on our business, financial conditionand results of operations.

Our same store sales may fluctuate and may not be a meaningful indicator of future performance.

Our same store sales may vary from quarter to quarter. A number of factors have historically affected, and will

continue to affect, our same store sales results, including: · changes or anticipated changes to regulations related to some of the products we sell;

· consumer preferences, buying trends and overall economic trends;

· our ability to identify and respond effectively to local and regional trends and customer preferences;

· our ability to provide quality customer service that will increase our conversion of shoppers into payingcustomers;

· competition in the regional market of a store;

· atypical weather patterns;

· changes in our product mix;

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· changes to local or regional regulations affecting our stores;

· changes in sales of consumer services and plans and retention and renewal rates for our annuallyrenewing consumer services and plans; and

· changes in pricing and average unit sales. An unanticipated decline in revenues or same store sales may cause the price of our Class A common stock

to fluctuate significantly.

The cyclical nature of our business has caused our sales and results of operations to fluctuate. Thesefluctuations may continue in the future, which could result in operating losses during downturns.

The RV industry is cyclical and is influenced by many national and regional economic and demographic

factors, including: · terms and availability of financing for retailers and consumers;

· overall consumer confidence and the level of discretionary consumer spending;

· population and employment trends;

· income levels; and

· general economic conditions, including inflation, deflation and recessions. As a result of the foregoing factors, our sales and results of operations have fluctuated, and we expect that

they will continue to fluctuate in the future.

Our business is seasonal and this leads to fluctuations in sales and revenues. We have experienced, and expect to continue to experience, variability in revenue, net income and cash

flows as a result of annual seasonality in our business. Because RVs are used primarily by vacationers and campers,demand for services, protection plans, products and resources generally declines during the winter season, whilesales and profits are generally highest during the spring and summer months. In addition, unusually severe weatherconditions in some geographic areas may impact demand.

On average, over the three years ended December 31, 2015, we have generated 29.5% and 28.8% of our

annual revenue in the second and third fiscal quarters, respectively, which include the spring and summer months.We incur additional expenses in the second and third fiscal quarters due to higher purchase volumes, increasedstaffing in our retail locations and program costs. If, for any reason, we miscalculate the demand for our products orour product mix during the second and third fiscal quarters, our sales in these quarters could decline, resulting inhigher labor costs as a percentage of sales, lower margins and excess inventory, which could have a material adverseeffect on our business, financial condition and results of operations.

Due to our seasonality, the possible adverse impact from other risks associated with our business, including

atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risksoccur during our peak sales seasons. Our ability to operate and expand our business and to respond to changing business and economicconditions will depend on the availability of adequate capital.

The operation of our business, the rate of our expansion and our ability to respond to changing business and

economic conditions depend on the availability of adequate capital, which in turn depends on cash flow generated byour business and, if necessary, the availability of equity or debt capital. We also require sufficient cash flow to meetour obligations under our existing debt agreements. As of September 30, 2016, we had a credit agreement thatincluded a $816.3 million Existing Term Loan Facility and $20.0 million of commitments for revolving loans and lettersof credit under the Existing Revolving Credit Facility. Subsequent to September 30, 2016, CWGS Group, LLC, theBorrower under the Existing Senior Secured

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Credit Facilities, entered into a new credit agreement that included a $645.0 million term loan and $35.0 million ofcommitments for revolving loans. Additionally, as of September 30, 2016, we also had up to $1.165 billion inmaximum borrowing availability under our Floor Plan Facility. As of September 30, 2016, we had $816.3 million ofterm loans outstanding under the Existing Senior Secured Credit Facilities, net of $4.7 million of unamortized originalissue discount and $11.8 million of finance costs, $0.0 million of revolving borrowings outstanding under the ExistingSenior Secured Credit Facilities and $532.5 million in floor plan notes payable outstanding under the Floor PlanFacility, with $16.3 million of additional borrowing capacity under our Existing Revolving Credit Facility and $632.5million of additional borrowing capacity under our Floor Plan Facility.

Our Existing Term Loan Facility required us to make quarterly principal payments of the outstanding principal

amount thereof, which totaled $31.6 million and $26.6 million for the nine months ended September 30, 2016 and2015, respectively and $36.6 million for the year ended December 31, 2015. Additionally, we paid total cash intereston our Existing Senior Secured Credit Facilities of $34.8 million and $27.4 million for the nine months endedSeptember 30, 2016 and 2015, respectively, and $36.8 million for the year ended December 31, 2015, and we paidtotal floor plan interest expense on our Floor Plan Facility of $14.9 million and $9.4 million for the nine months endedSeptember 30, 2016 and 2015, respectively, and $12.4 million for the year ended December 31, 2015. In addition tointerest paid on our Existing Senior Secured Credit Facilities and our Floor Plan Facility, we paid cash interest of $1.1million and $7.8 million for the nine months ended September 30, 2016 and 2015, respectively, and $8.5 million forthe year ended December 31, 2015. The Existing Term Loan Facility also provided for an excess cash flow paymentfollowing the end of each fiscal year, such that the Borrower was required to prepay the term loan borrowings in anaggregate amount equal to 50% of excess cash flow for such fiscal year if the total leverage ratio is greater than 2.50to 1.00. The required percentage of excess cash flow prepayment is reduced to 25% if the total leverage ratio is 2.00to 1.00 or greater, but less than 2.50 to 1.00, and 0% if the total leverage ratio is less than 2.00 to 1.00. As ofDecember 31, 2015, the Borrower’s excess cash flow offer, as defined, was $16.1 million and was presented to thelenders under our Existing Term Loan Facility. The lenders accepted $12.0 million of the prepayment offer and aprincipal payment in that amount was made on May 9, 2016. See “Item 2 — Management’s Discussion and Analysisof Financial Condition and Results of Operations — “Description of Senior Secured Credit Facilities and Floor PlanFacility” and Note 4 to our unaudited condensed consolidated financial statements included in Item 1 of Part I of thisQuarterly Report on Form 10-Q. The New Term Loan Facility also provides for an excess cash flow payment followingthe end of each fiscal year, such that the Borrower will be required to prepay the term loan borrowings in anaggregate amount equal to 50% of excess cash flow for such fiscal year if the total leverage ratio is greater than 2.00to 1.00. The required percentage of excess cash flow prepayment is reduced to 25% if the total leverage ratio is 1.50to 1.00 or greater, but less than 2.00 to 1.00, and 0% if the total leverage ratio is less than 1.50 to 1.00.

We are dependent to a significant extent on our ability to finance our new and certain of our used RV

inventory under our Floor Plan Facility. Floor plan financing arrangements allow us to borrow money to buy aparticular new RV from the manufacturer or a used RV on trade-in or at auction and pay off the loan when we sell thatparticular RV. We may need to increase the capacity of our existing Floor Plan Facility in connection with ouracquisition of dealerships and overall growth. In the event that we are unable to obtain such incremental financing, ourability to complete acquisitions could be limited.

We cannot assure you that our cash flow from operations or cash available under our New Revolving Credit

Facility or our Floor Plan Facility will be sufficient to meet our needs. If we are unable to generate sufficient cash flowsfrom operations in the future, and if availability under our New Revolving Credit Facility or our Floor Plan Facility is notsufficient, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests ofour existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significantfinancial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtainrefinancing or additional financing on favorable terms or at all.

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Our New Senior Secured Credit Facilities and our Floor Plan Facility contain restrictive covenants that mayimpair our ability to access sufficient capital and operate our business.

Our New Senior Secured Credit Facilities and our Floor Plan Facility contain various provisions that limit our

ability to, among other things: · incur additional indebtedness;

· incur certain liens;

· consolidate or merge;

· alter the business conducted by us and our subsidiaries;

· make investments, loans, advances, guarantees and acquisitions;

· sell assets, including capital stock of our subsidiaries;

· enter into certain sale and leaseback transactions;

· pay dividends on capital stock or redeem, repurchase or retire capital stock or certain other indebtedness;

· engage in transactions with affiliates; and

· enter into agreements restricting our subsidiaries’ ability to pay dividends. In addition, the restrictive covenants in our New Senior Secured Credit Facilities and our Floor Plan Facility

require us to maintain specified financial ratios. See “Item 2 — Management’s Discussion and Analysis of FinancialCondition and Results of Operations — Description of Senior Secured Credit Facilities and Floor Plan Facility” andNote 4 to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this QuarterlyReport on Form 10-Q. Our ability to comply with those financial ratios may be affected by events beyond our control,and our failure to comply with these ratios could result in an event of default.

These covenants may affect our ability to operate and finance our business as we deem appropriate. Our

inability to meet obligations as they become due or to comply with various financial covenants contained in theinstruments governing our current or future indebtedness could constitute an event of default under the instrumentsgoverning our indebtedness.

If there were an event of default under the instruments governing our indebtedness, the holders of the

affected indebtedness could declare all of the affected indebtedness immediately due and payable, which, in turn,could cause the acceleration of the maturity of all of our other indebtedness. We may not have sufficient fundsavailable, or we may not have access to sufficient capital from other sources, to repay any accelerated debt. Even ifwe could obtain additional financing, the terms of the financing may not be favorable to us. In addition, substantially allof our assets are subject to liens securing our New Senior Secured Credit Facilities and our Floor Plan Facility. Ifamounts outstanding under our New Senior Secured Credit Facilities and our Floor Plan Facility were accelerated, ourlenders could foreclose on these liens and we could lose substantially all of our assets. Any event of default under theinstruments governing our indebtedness could have a material adverse effect on our business, financial condition andresults of operations. We primarily rely on two fulfillment and distribution centers for our retail, e-commerce and catalogbusinesses, and, if there is a natural disaster or other serious disruption at either facility, we may be unableto deliver merchandise effectively to our stores or customers.

Although we expect to open a third distribution and fulfillment center in Fort Worth, Texas in the fourth quarter

of 2016, we currently rely on two distribution and fulfillment centers located in Franklin, Kentucky and Bakersfield,California for our retail, e-commerce and catalog businesses. We handle almost all of our e-commerce and catalogorders through these two facilities. Any natural disaster or other serious disruption at either facility due to fire, tornado,earthquake, flood or any other cause could damage our on-site inventory or impair our ability to use such distributionand fulfillment center. While we maintain business interruption

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insurance, as well as general property insurance, the amount of insurance coverage may not be sufficient to cover ourlosses in such an event. Additionally, we may be delayed in opening our new distribution and fulfillment center, whichcould put further strain on our existing distribution and fulfillment centers as we expand our operations. Any of theseoccurrences could impair our ability to adequately stock our stores or fulfill customer orders and harm our results ofoperations.

Natural disasters, whether or not caused by climate change, unusual weather condition, epidemic outbreaks,terrorist acts and political events could disrupt business and result in lower sales and otherwise adverselyaffect our financial performance.

The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires, floods, hail storms and

earthquakes, unusual weather conditions, epidemic outbreaks such as Ebola, Zika virus or measles, terrorist attacksor disruptive political events in certain regions where our stores are located could adversely affect our business andresult in lower sales. Severe weather, such as heavy snowfall or extreme temperatures, may discourage or restrictcustomers in a particular region from traveling to our stores or utilizing our products, thereby reducing our sales andprofitability. Natural disasters including tornadoes, hurricanes, floods, hail storms and earthquakes may damage ourstores or other operations, which may materially adversely affect our consolidated financial results. In addition tobusiness interruption, our retailing business is subject to substantial risk of property loss due to the concentration ofproperty at our retail locations. To the extent these events also impact one or more of our key suppliers or result in theclosure of one or both of our distribution centers or our corporate headquarters, we may be unable to maintaininventory balances, maintain delivery schedules or provide other support functions to our stores. Any of these eventscould have a material adverse effect on our business, financial condition and results of operations. We depend on our relationships with third party providers of services, protection plans, products andresources and a disruption of these relationships or of these providers’ operations could have an adverseeffect on our business and results of operations.

Our business depends in part on developing and maintaining productive relationships with third party

providers of services, protection plans, products and resources that we market to our customers. During the yearended December 31, 2015 we sourced our products from approximately 1,300 domestic and international vendors.Additionally, we rely on certain third party providers to support our services, protection plans, products and resources,including insurance carriers for our property and casualty insurance and extended service contracts, banks andcaptive financing companies for vehicle financing and refinancing, Comenity Capital Bank as the issuer of our co-branded credit card and a tow provider network for our roadside assistance programs. We cannot accurately predictwhen, or the extent to which, we will experience any disruption in the supply of products from our vendors or servicesfrom our third party providers. Any such disruption could negatively impact our ability to market and sell our services,protection plans, products and resources, which could have a material adverse effect on our business, financialcondition and results of operations. In addition, Comenity Capital Bank could decline to renew our services agreementor become insolvent and unable to perform our contract, and we may be unable to timely find a replacement bank toprovide these services.

We depend on merchandise purchased from our vendors to obtain products for our retail locations. We have

no contractual arrangements providing for continued supply from our key vendors, and our vendors may discontinueselling to us at any time. Changes in commercial practices of our key vendors or manufacturers, such as changes invendor support and incentives or changes in credit or payment terms, could also negatively impact our results. If welose one or more key vendors or are unable to promptly replace a vendor that is unwilling or unable to satisfy ourrequirements with a vendor providing equally appealing products at comparable prices, we may not be able to offerproducts that are important to our merchandise assortment.

We also are subject to risks, such as the price and availability of raw materials and fabrics, labor disputes,

union organizing activity, strikes, inclement weather, natural disasters, war and terrorism and adverse generaleconomic and political conditions that might limit our vendors’ ability to provide us with quality merchandise on atimely and cost-efficient basis. We may not be able to develop relationships with new vendors, and products fromalternative sources, if any, may be of a lesser quality and more expensive

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than those we currently purchase. Any delay or failure in offering quality products and services to our customers couldhave a material adverse effect on our business, financial condition and results of operations.

We offer emergency roadside assistance to our customers at a fixed price per year and we pay our tow

provider network based on usage. If the amount of emergency roadside claims substantially exceeds our estimates orif our tow provider is unable to adequately respond to calls, it could have a material adverse effect on our business,financial condition or results of operations.

With respect to the insurance programs that we offer, we are dependent on the insurance carriers that

underwrite the insurance to obtain appropriate regulatory approvals and maintain compliance with insuranceregulations. If such carriers do not obtain appropriate state regulatory approvals or comply with such changingregulations, we may be required to use an alternative carrier or change our insurance products or cease marketingcertain insurance related products in certain states, which could have a material adverse effect on our business,financial condition and results of operations. If we are required to use an alternative insurance carrier or change ourinsurance related products, it may materially increase the time required to bring an insurance related product tomarket. Any disruption in our service offerings could harm our reputation and result in customer dissatisfaction.

Additionally, we provide financing to qualified customers through a number of third party financing providers.

If one or more of these third party providers ceases to provide financing to our customers, provides financing to fewercustomers or no longer provides financing on competitive terms, or if we were unable to replace the current third partyproviders upon the occurrence of one or more of the foregoing events, it could have a material adverse effect on ourbusiness, financial condition and results of operations.

We also offer a co-branded credit card issued by Comenity Capital Bank, a third party bank that manages and

directly extends credit to our customers. The cardholders can earn promotional points on a variety of qualifyingpurchases, such as purchases at Camping World, on Good Sam purchases and at private campgrounds across theUnited States and Canada. We earn incentive payments from our card network partner based on the use of the creditcard. A decrease in the popularity and use of our co-branded credit card could reduce our ability to earn incentivepayment income as part of the program and could have a material adverse effect on our business, financial conditionand results of operations. A portion of our net income is from financing, insurance and extended service contracts, which depend onthird party lenders and insurance companies. We cannot assure you third party lending institutions willcontinue to provide financing for RV purchases.

A portion of our net income comes from the fees we receive from lending institutions and insurance

companies for arranging financing and insurance coverage for our customers. The lending institution pays us a fee foreach loan that we arrange. If these lenders were to lend to our customers directly rather than through us, we wouldnot receive a fee. In addition, if customers prepay financing we arranged within a specified period (generally within sixmonths of making the loan), we are required to rebate (or “chargeback”) all or a portion of the commissions paid to usby the lending institution. Our revenues from financing fees and vehicle service contract fees are recorded net of areserve for estimated future chargebacks based on historical operating results. Lending institutions may change thecriteria or terms they use to make loan decisions, which could reduce the number of customers for whom we canarrange financing, or may elect to not continue to provide these products with respect to RVs. Our customers mayalso use the internet or other electronic methods to find financing alternatives. If any of these events occur, we couldlose a significant portion of our income and profit.

Furthermore, new and used vehicles may be sold and financed through retail installment sales contracts

entered into between us and third-party purchasers. Prior to entering into a retail installment sales contract with athird-party purchaser, we typically have a commitment from a third-party lender for the assignment of such retailinstallment sales contract, subject to final review, approval and verification of the retail installment sales contract,related documentation and the information contained therein. Retail installment sales contracts are typically assignedby us to third-party lenders simultaneously with the execution of the retail installment sales contracts. Contracts intransit represent amounts due from third-party lenders from whom pre-arranged assignment agreements have beendetermined, and to whom the retail

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installment sales contract have been assigned. We recognize revenue when the applicable new or used vehicle isdelivered and we have assigned the retail installment sales contract to a third-party lender and collectability isreasonably assured. Funding from the third-party lender is provided upon receipt, final review, approval andverification of the retail installment sales contract, related documentation and the information contained therein. Retailinstallment sales contracts are typically funded within ten days of the initial approval of the retail installment salescontract by the third-party lender. Contracts in transit are included in current assets in our unaudited condensedconsolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q and totaled $50.3million and $21.9 million as of September 30, 2016 and December 31, 2015, respectively. Any defaults on these retailinstallment sales contracts could have a material adverse effect on our business, financial condition and results ofoperations. If we are unable to retain senior executives and attract and retain other qualified employees, our businessmight be adversely affected.

Our success depends in part on our ability to attract, hire, train and retain qualified managerial, sales and

marketing personnel. Competition for these types of personnel is high. We may be unsuccessful in attracting andretaining the personnel we require to conduct our operations successfully and, in such an event, our business couldbe materially and adversely affected. Our success also depends to a significant extent on the continued service andperformance of our senior management team, including our Chairman and Chief Executive Officer Marcus Lemonis.The loss of any member of our senior management team could impair our ability to execute our business plan andcould therefore have a material adverse effect on our business, results of operations and financial condition.Additionally, certain members of our management team, including Mr. Lemonis, currently pursue and may continue topursue other business ventures, which could divert their attention from executing on our business plan and objectives.We do not currently maintain key-man life insurance policies on any member of our senior management team or otherkey employees. We have entered into employment agreements with Marcus A. Lemonis, our Chief Executive Officer,Thomas F. Wolfe, our Chief Financial Officer and Secretary, Brent L. Moody, our Chief Operating and Legal Officer,Roger L. Nuttall, our President of Camping World, and Mark J. Boggess, our President of Good Sam Enterprises. Our business depends on our ability to meet our labor needs.

Our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified

employees, including market managers, general managers, sales managers, department managers and salesassociates. Qualified individuals of the requisite caliber and number needed to fill these positions may be in shortsupply in some areas, and the turnover rate in the retail industry is high. If we are unable to hire and retain salesassociates capable of consistently providing a high level of customer service, as demonstrated by their enthusiasm forour culture and knowledge of our merchandise, our business could be materially adversely affected. Although none ofour employees are currently covered by collective bargaining agreements, our employees may elect to berepresented by labor unions in the future, which could increase our labor costs. Additionally, competition for qualifiedemployees could require us to pay higher wages to attract a sufficient number of employees. An inability to recruit andretain a sufficient number of qualified individuals in the future may delay the planned openings of new stores. Anysuch delays, any material increases in employee turnover rates at existing stores or any increases in labor costs couldhave a material adverse effect on our business, financial condition or results of operations. We primarily lease our retail locations. If we are unable to maintain those leases or locate alternative sites forour stores in our target markets and on terms that are acceptable to us, our revenues and profitability couldbe adversely affected.

We lease substantially all of the real properties where we have operations, including, as of September 30,

2016, all 120 of our Camping World retail locations in 36 states and our two distribution centers. Our leases generallyprovide for fixed monthly rentals with escalation clauses and range from one to five years. There can be no assurancethat we will be able to maintain our existing retail locations as leases expire, extend the leases or be able to locatealternative sites in our target markets and on favorable terms. Any failure to maintain our existing retail locations,extend the leases or locate alternative sites on favorable

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or acceptable terms could have a material adverse effect on our business, financial condition and results ofoperations. Our business is subject to numerous federal, state and local regulations.

Our operations are subject to varying degrees of federal, state and local regulation, including our RV sales,

RV financing, outbound telemarketing, direct mail, roadside assistance programs and insurance activities. Newregulatory efforts may be proposed from time to time that have a material adverse effect on our ability to operate ourbusinesses or our results of operations. For example, in the past a principal source of leads for our direct responsemarketing efforts was new vehicle registrations provided by motor vehicle departments in various states. Currently, allstates restrict access to motor vehicle registration information.

We are also subject to federal and numerous state consumer protection and unfair trade practice laws and

regulations relating to the sale, transportation and marketing of motor vehicles, including so-called “lemon laws.”Federal, state and local laws and regulations also impose upon vehicle operators various restrictions on the weight,length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. Certainjurisdictions also prohibit the sale of vehicles exceeding length restrictions. Federal and state authorities also havevarious environmental control standards relating to air, water, noise pollution and hazardous waste generation anddisposal which affect our business and operations.

Further, certain federal and state laws and regulations affect our activities. Areas of our business affected by

such laws and regulations include, but are not limited to, labor, advertising, consumer protection, real estate,promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti-competition,environmental, health and safety. Compliance with these laws and others may be onerous and costly, at times, andmay be inconsistent from jurisdiction to jurisdiction which further complicates compliance efforts.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was signed

into law on July 21, 2010, established the Consumer Financial Protection Bureau (the “CFPB”), an independentfederal agency funded by the United States Federal Reserve with broad regulatory powers and limited oversight fromthe United States Congress. Although automotive dealers are generally excluded, the Dodd-Frank Act could lead toadditional, indirect regulation of automotive dealers, in particular, their sale and marketing of finance and insuranceproducts, through its regulation of automotive finance companies and other financial institutions. In March 2013, theCFPB issued supervisory guidance highlighting its concern that the practice of automotive dealers being compensatedfor arranging customer financing through discretionary markup of wholesale rates offered by financial institutions(“dealer markup”) results in a significant risk of pricing disparity in violation of The Equal Credit Opportunity Act (the“ECOA”). The CFPB recommended that financial institutions under its jurisdiction take steps to address compliancewith the ECOA, which may include imposing controls on dealer markup, monitoring and addressing the effects ofdealer markup policies, and eliminating dealer discretion to markup buy rates and fairly compensating dealers using adifferent mechanism that does not result in disparate impact to certain groups of consumers.

In addition, the Patient Protection and Affordable Care Act (the “Affordable Care Act”), which was signed into

law on March 23, 2010, may increase our annual employee health care costs that we fund and has increased our costof compliance and compliance risk related to offering health care benefits.

Furthermore, our property and casualty insurance programs that we offer through third party insurance

carriers are subject to various state laws and regulations governing the business of insurance, including, withoutlimitation, laws and regulations governing the administration, underwriting, marketing, solicitation or sale of insuranceprograms. Our third party insurance carriers are required to apply for, renew, and maintain licenses issued by state,federal or foreign regulatory authorities. Such regulatory authorities have relatively broad discretion to grant, renewand revoke such licenses. Accordingly, any failure by such parties to comply with the then current licensingrequirements, which may include any determination of financial instability by such regulatory authorities, could resultin such regulators denying their initial or renewal applications for such licenses, modifying the terms of licenses orrevoking licenses that they currently possess, which could severely inhibit our ability to market these products.Additionally, certain state laws and regulations govern the form and content of certain disclosures that must be madein connection with the sale,

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advertising or offer of any insurance program to a consumer. We review all marketing materials we disseminate to thepublic for compliance with applicable insurance regulations. We are required to maintain certain licenses andapprovals in order to market insurance programs.

We have instituted various and comprehensive policies and procedures to address compliance. However,

there can be no assurance that employees, contractors, vendors or our agents will not violate such laws andregulations or our policies and procedures. Regulations applicable to the sale of extended service contracts could materially impact our business andresults of operations.

We offer extended service contracts that may be purchased as a supplement to the original purchaser’s

warranty. These products are subject to complex federal and state laws and regulations. There can be no assurancethat regulatory authorities in the jurisdictions in which these products are offered will not seek to regulate or restrictthese products. Failure to comply with applicable laws and regulations could result in fines or other penalties includingorders by state regulators to discontinue sales of the warranty products in one or more jurisdictions. Such a resultcould materially and adversely affect our business, results of operations and financial condition.

We currently transfer the majority of the administration and liability obligations associated with these extended

service contracts to a third party upon purchase by the customer. State laws and regulations, however, may limit orcondition our ability to transfer these administration and liability obligations to third parties, which could in turn impactthe way revenue is recognized from these products. Failure to comply with these laws could result in fines or otherpenalties, including orders by state regulators to discontinue sales of these product offerings as currently structured.Such a result could materially and adversely affect our business, financial condition and results of operations. If state dealer laws are repealed or weakened, our dealerships will be more susceptible to termination, non-renewal or renegotiation of dealer agreements.

State dealer laws generally provide that a manufacturer may not terminate or refuse to renew a dealer

agreement unless it has first provided the dealer with written notice setting forth good cause and stating the groundsfor termination or non-renewal. Some state dealer laws allow dealers to file protests or petitions or attempt to complywith the manufacturer’s criteria within the notice period to avoid the termination or non-renewal. Though unsuccessfulto date, manufacturers’ lobbying efforts may lead to the repeal or revision of state dealer laws. If dealer laws arerepealed in the states in which we operate, manufacturers may be able to terminate our dealer agreements withoutproviding advance notice, an opportunity to cure or a showing of good cause. Without the protection of state dealerlaws, it may also be more difficult for our dealerships to renew their dealer agreements upon expiration.

The ability of a manufacturer to grant additional dealer agreements is based on several factors which are not

within our control. If manufacturers grant new dealer agreements in areas near or within our existing markets, thiscould have a material adverse effect on our business, financial condition and results of operations. Our failure to comply with certain environmental regulations could adversely affect our business, financialcondition and results of operations.

Our operations involve the use, handling, storage and contracting for recycling and/or disposal of materials

such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products,lubricants, degreasing agents, tires and propane. Consequently, our business is subject to a complex variety offederal, state and local requirements that regulate the environment and public health and safety and we may incursignificant costs to comply with such requirements. Our failure to comply with these regulations could cause us tobecome subject to fines and penalties or otherwise have an adverse impact on our business. In addition, we haveindemnified certain of our landlords for any hazardous waste which may be found on or about property we lease. Ifany such hazardous waste were to be found on property that we

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occupy, a significant claim giving rise to our indemnity obligation could have a negative effect on our business,financial condition and results of operations. Climate change legislation or regulations restricting emission of “greenhouse gases” could result inincreased operating costs and reduced demand for the RVs we sell.

The United States Environmental Protection Agency has adopted rules under existing provisions of the

federal Clean Air Act that require a reduction in emissions of greenhouse gases from motor vehicles. The adoption ofany laws or regulations requiring significant increases in fuel economy requirements or new federal or staterestrictions on vehicles and automotive fuels in the United States could adversely affect demand for those vehiclesand could have a material adverse effect on our business, financial condition and results of operations. A failure in our e-commerce operations, security breaches and cybersecurity risks could disrupt ourbusiness and lead to reduced sales and growth prospects and reputational damage.

Our e-commerce business is an important element of our brands and relationship with our customers, and we

expect it to continue to grow. In addition to changing consumer preferences and shifting traffic patterns and buyingtrends in e-commerce, we are vulnerable to additional risks and uncertainties associated with e-commerce sales,including rapid changes in technology, website downtime and other technical failures, security breaches, cyber-attacks, consumer privacy concerns, changes in state tax regimes and government regulation of internet activities.Our failure to successfully respond to these risks and uncertainties could reduce our e-commerce sales, increase ourcosts, diminish our growth prospects and damage our brands, which could negatively impact our results of operationsand stock price.

In addition, there is no guarantee that we will be able to expand our e-commerce business. Our competitors

may have e-commerce businesses that are substantially larger and more developed than ours, which places us at acompetitive disadvantage. Although we continually update our websites, we may not be successful in implementingimproved website features and there is no guarantee that such improvements will expand our e-commerce business.If we are unable to expand our e-commerce business, our growth plans will suffer and the price of our common stockcould decline.

We may be unable to enforce our intellectual property rights and we may be accused of infringing theintellectual property rights of third parties which could have a material adverse effect on our business,financial condition and results of operations.

We own a variety of registered trademarks and service marks for the names of our clubs, magazines and

other publications. We also own the copyrights to certain articles in our publications. We believe that our trademarkand copyrights have significant value and are important to our marketing efforts. If we are unable to continue toprotect the trademarks and service marks for our proprietary brands, if such marks become generic or if third partiesadopt marks similar to our marks, our ability to differentiate our products and services may be diminished. In the eventthat our trademarks or service marks are successfully challenged by third parties, we could lose brand recognition andbe forced to devote additional resources to advertising and marketing new brands for our products.

From time to time, we may be compelled to protect our intellectual property, which may involve litigation.

Such litigation may be time-consuming, expensive and distract our management from running the day-to-dayoperations of our business, and could result in the impairment or loss of the involved intellectual property. There is noguarantee that the steps we take to protect our intellectual property, including litigation when necessary, will besuccessful. The loss or reduction of any of our significant intellectual property rights could diminish our ability todistinguish our products from competitors’ products and retain our market share for our proprietary products. Ourinability to effectively protect our proprietary intellectual property rights could have a material adverse effect on ourbusiness, results of operations and financial condition.

Other parties also may claim that we infringe their proprietary rights. Such claims, whether or not meritorious,

may result in the expenditure of significant financial and managerial resources, injunctions

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against us or the payment of damages. These claims could have a material adverse effect on our business, financialcondition and results of operations.

If we are unable to maintain or upgrade our information technology systems or if we are unable to convert toalternate systems in an efficient and timely manner, our operations may be disrupted or become lessefficient.

We depend on a variety of information technology systems for the efficient functioning of our business. We

rely on certain hardware, telecommunications and software vendors to maintain and periodically upgrade many ofthese systems so that we can continue to support our business. Various components of our information technologysystems, including hardware, networks, and software, are licensed to us by third party vendors. We rely extensivelyon our information technology systems to process transactions, summarize results and manage our business.Additionally, because we accept debit and credit cards for payment, we are subject to the Payment Card IndustryData Security Standard (the “PCI Standard”), issued by the Payment Card Industry Security Standards Council. ThePCI Standard contains compliance guidelines with regard to our security surrounding the physical and electronicstorage, processing and transmission of cardholder data. We are currently in compliance with the PCI Standard,however, complying with the PCI Standard and implementing related procedures, technology and information securitymeasures requires significant resources and ongoing attention. Costs and potential problems and interruptionsassociated with the implementation of new or upgraded systems and technology such as those necessary to maintaincompliance with the PCI Standard or with maintenance or adequate support of existing systems could also disrupt orreduce the efficiency of our operations. Any material interruptions or failures in our payment-related systems couldhave a material adverse effect on our business, financial condition and results of operations. Any disruptions to our information technology systems or breaches of our network security could interruptour operations, compromise our reputation, expose us to litigation, government enforcement actions andcostly response measures and could have a material adverse effect on our business, financial condition andresults of operations.

We rely on the integrity, security and successful functioning of our information technology systems and

network infrastructure across our operations. We use information technology systems to support our consumerservices and plans, manage procurement and our supply chain, track inventory information at our retail locations,communicate customer information and aggregate daily sales, margin and promotional information. We also useinformation systems to report and audit our operational results.

In connection with sales, we transmit encrypted confidential credit and debit card information. Although we

are currently in compliance with the PCI Standard, there can be no assurance that in the future we will be able tocontinue to operate our facilities and our customer service and sales operations in accordance with PCI or otherindustry recommended or contractually required practices. Even if we continue to be compliant with such standards,we still may not be able to prevent security breaches.

We also have access to, collect or maintain private or confidential information regarding our customers,

associates and suppliers, as well as our business. For example, we maintain a customer database that had over 12million unique contacts, as of September 30, 2016. This customer database includes information about ourapproximately 1.8 million club members and our 3.3 million Active Customers, as of September 30, 2016. Theprotection of our customer, club member, associate, supplier and company data is critical to us. The regulatoryenvironment surrounding information security and privacy is increasingly demanding, with the frequent imposition ofnew and constantly changing requirements across our business. In addition, customers have a high expectation thatwe will adequately protect their personal information from cyber-attack or other security breaches. We haveprocedures in place to safeguard such data and information. However, a significant breach of club member, customer,employee, supplier, or company data could attract a substantial amount of negative media attention, damage our clubmember, customer and supplier relationships and our reputation, and result in lost sales, fines and/or lawsuits.

An increasingly significant portion of our sales depends on the continuing operation of our information

technology and communications systems, including but not limited to our point-of-sale system and our credit

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card processing systems. Our information technology, communication systems and electronic data may be vulnerableto damage or interruption from earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, powerloss and outages, computer and telecommunications failures, computer viruses, loss of data, unauthorized databreaches, usage errors by our associates or our contractors or other attempts to harm our systems, including cyber-security attacks, hacking by third parties, computer viruses or other breaches of cardholder data. Some of oursystems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. Theoccurrence of a natural disaster, intentional sabotage or other unanticipated problems could result in lengthyinterruptions in our service. Any errors or vulnerabilities in our systems, or damage to or failure of our systems, couldresult in interruptions in our services and non-compliance with certain regulations or expose us to risk of litigation andliability, which could have a material adverse effect on our business, financial condition and results of operations.Further, we have centralized the majority of our computer systems in our facilities in Englewood, Colorado andBowling Green, Kentucky. It is possible that an event or disaster at our facilities in Englewood, Colorado and BowlingGreen, Kentucky could materially and adversely affect the performance of our company and the ability of each of ourstores to operate efficiently. Increases in the minimum wage could adversely affect our financial results.

From time to time, legislative proposals are made to increase the federal minimum wage in the United States,

as well as the minimum wage in a number of individual states. As federal or state minimum wage rates increase, wemay be required to increase not only the wage rates of our minimum wage employees, but also the wages paid to ourother hourly employees as well. Any increase in the cost of our labor could have an adverse effect on our operatingcosts, financial condition and results of operations. Increases in paper costs, postage costs and shipping costs may have an adverse impact on our futurefinancial results.

The price of paper is a significant expense relating to our publications and direct mail solicitations. Postage

for publication distribution and direct mail solicitations is also a significant expense. In addition, shipping costs are asignificant expense for our business. Paper, postage and shipping costs have increased in the past and may beexpected to increase in the future. Such increases could have an adverse effect on our business if we are unable topass them on to our customers. We may be subject to product liability claims if people or property are harmed by the products we sell.

Some of the products we sell may expose us to product liability claims relating to personal injury, death, or

environmental or property damage, and may require product recalls or other actions. Although we maintain liabilityinsurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance willcontinue to be available to us on economically reasonable terms, or at all. In addition, some of our agreements withour vendors and sellers do not indemnify us from product liability. In addition, even if a product liability claim is notsuccessful or is not fully pursued, the negative publicity surrounding a product recall or any assertion that our productscaused property damage or personal injury could damage our brand identity and our reputation with existing andpotential consumers and have a material adverse effect on our business, financial condition and results of operations.

We have a self-insured retention (“SIR”) for products liability and personal injury matters ranging from

$25,000 to $500,000 depending on the product type and when the occurrence took place. Generally, any occurrence(as defined by our insurance policies) after June 1, 2007 is subject to the $500,000 SIR. Amounts above the SIR, upto a certain dollar amount, are covered by our excess insurance policy. Currently, we maintain excess liabilityinsurance aggregating $150.0 million with outside insurance carriers to minimize our risks related to catastrophicclaims in excess of our self-insured positions for products liability and personal injury matters. Any material change inthe aforementioned factors could have an adverse impact on our results of operations. Any increase in the frequencyand size of these claims, as compared to our experience in prior years, may cause the premium that we are requiredto pay for insurance to increase significantly and may negatively impact future SIR levels. It may also increase theamounts we pay in punitive damages, not all of which are covered by our insurance.

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We may be named in litigation, which may result in substantial costs and reputational harm and divertmanagement’s attention and resources.

We face legal risks in our business, including claims from disputes with our employees and our former

employees and claims associated with general commercial disputes, product liability and other matters. Risksassociated with legal liability often are difficult to assess or quantify and their existence and magnitude can remainunknown for significant periods of time. While we maintain director and officer insurance, as well as general andproduct liability insurance, the amount of insurance coverage may not be sufficient to cover a claim and the continuedavailability of this insurance cannot be assured. We have been named in the past and may be named in the future asdefendants of class action lawsuits. For example, we were named as a defendant in a class action lawsuit by CampCoast to Coast club members, which alleged certain violations of California’s Unfair Competition Law at Business andProfessions Code and other laws, relating to our sale of trip points and certain advertising and marketing materials. Inaddition, we were also named as a defendant in a putative class action lawsuit filed by former employees in the Stateof California, which alleged various wage and hour claims under the California Labor Code. We have since settledboth actions. Regardless of their subject matter or merits, class action lawsuits may result in significant cost to us,which may not be covered by insurance, may divert the attention of management or may otherwise have an adverseeffect on our business, financial condition and results of operations. Negative publicity from litigation, whether or notresulting in a substantial cost, could materially damage our reputation. We may in the future be the target of litigationand this litigation may result in substantial costs and reputational harm and divert management’s attention andresources. Costs, harm to our reputation and diversion could have a material adverse effect on our business, financialcondition and results of operations. Our private brand offerings expose us to various risks.

We expect to continue to grow our exclusive private brand offerings through a combination of brands that we

own and brands that we license from third parties. We have invested in our development and procurement resourcesand marketing efforts relating to these private brand offerings. Although we believe that our private brand productsoffer value to our customers at each price point and provide us with higher gross margins than comparable third partybranded products we sell, the expansion of our private brand offerings also subjects us to certain specific risks inaddition to those discussed elsewhere in this section, such as:

· potential mandatory or voluntary product recalls;· our ability to successfully protect our proprietary rights (including defending against counterfeit, knock offs,

grey-market, infringing or otherwise unauthorized goods);· our ability to successfully navigate and avoid claims related to the proprietary rights of third parties;· our ability to successfully administer and comply with obligations under license agreements that we have with

the licensors of brands, including, in some instances, certain minimum sales requirements that, if not met,could cause us to lose the licensing rights or pay damages; and

· other risks generally encountered by entities that source, sell and market exclusive branded offerings forretail. An increase in sales of our private brands may also adversely affect sales of our vendors’ products, which

may, in turn, adversely affect our relationship with our vendors. Our failure to adequately address some or all of theserisks could have a material adverse effect on our business, results of operations and financial condition. Political and economic uncertainty and unrest in foreign countries where some of our merchandise vendorsare located and trade restrictions upon imports from these foreign countries could adversely affect our abilityto source merchandise and our results of operations.

For the nine months ended September 30, 2016 and the year ended December 31, 2015, approximately 10%

and 10%, respectively, of our merchandise was imported directly from vendors located in foreign countries, with asubstantial portion of the imported merchandise being obtained directly from vendors in China. In addition, we believethat a significant portion of our domestic vendors obtain their products from

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foreign countries that may also be subject to political and economic uncertainty. We are subject to risks anduncertainties associated with changing economic, political and other conditions in foreign countries where our vendorsare located, such as:

· increased import duties, tariffs, trade restrictions and quotas;

· work stoppages;

· economic uncertainties;

· adverse foreign government regulations;

· wars, fears of war and terrorist attacks and organizing activities;

· adverse fluctuations of foreign currencies;

· natural disasters; and

· political unrest. We cannot predict when, or the extent to which, the countries in which our products are manufactured will

experience any of the above events. Any event causing a disruption or delay of imports from foreign locations wouldlikely increase the cost or reduce the supply of merchandise available to us and would adversely affect our results ofoperations.

In addition, trade restrictions, including increased tariffs or quotas, embargoes, safeguards and customs

restrictions against clothing items, as well as U.S. or foreign labor strikes, work stoppages or boycotts could increasethe cost or reduce the supply of merchandise available to us or may require us to modify our current businesspractices, any of which could have a material adverse effect on our business, financial condition and results ofoperations. Our risk management policies and procedures may not be fully effective in achieving their purposes.

Our policies, procedures, controls and oversight to monitor and manage our enterprise risks may not be fully

effective in achieving their purpose and may leave exposure to identified or unidentified risks. Past or futuremisconduct by our employees or vendors could result in violations of law by us, regulatory sanctions and/or seriousreputational harm or financial harm. We monitor our policies, procedures and controls; however, there can be noassurance that our policies, procedures and controls will be sufficient to prevent all forms of misconduct. We reviewour compensation policies and practices as part of our overall enterprise risk management program, but it is possiblethat our compensation policies could incentivize inappropriate risk taking or misconduct. If such inappropriate risks ormisconduct occurs, it is possible that it could have a material adverse effect on our business, financial condition andresults of operations. We could incur asset impairment charges for goodwill, intangible assets or other long-lived assets.

We have a significant amount of goodwill, intangible assets and other long-lived assets. At least annually, we

review goodwill for impairment. Long-lived assets, identifiable intangible assets and goodwill are also reviewed forimpairment whenever events or changes in circumstances indicate the carrying amount of an asset may not berecoverable from future cash flows. These events or circumstances could include a significant change in the businessclimate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of thebusiness or other factors. If the carrying value of a long-lived asset is considered impaired, an impairment charge isrecorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. Our determinationof future cash flows, future recoverability and fair value of our long-lived assets includes significant estimates andassumptions. Changes in those estimates or assumptions or lower than anticipated future financial performance mayresult in the identification of an impaired asset and a non-cash impairment charge, which could be material. Any suchcharge could adversely affect our business, financial condition and results of operations.

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Risks Relating to Our Organizational Structure Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisitionand ML RV Group, has substantial control over us, including over decisions that require the approval ofstockholders, and his interests, along with the interests of our other Continuing Equity Owners, in ourbusiness may conflict with yours.

Each share of our Class B common stock entitles its holders to one vote per share on all matters presented to

our stockholders generally provided that, for as long as ML Acquisition Company, LLC, a Delaware limited liabilitycompany, indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, MarcusLemonis (“ML Acquisition”) and its permitted transferees of common units (the “ML Related Parties”), directly orindirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, theshares of our Class B common stock held by the ML Related Parties entitle the ML Related Parties, and, through hisbeneficial ownership of our shares directly or indirectly held by ML Acquisition, Marcus Lemonis, to the number ofvotes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast byall of our stockholders on all matters presented to a vote of our stockholders generally. Additionally, our one share ofClass C common stock entitles ML RV Group, LLC, a Delaware limited liability company, wholly-owned by ourChairman and Chief Executive Officer, Marcus Lemonis (“ML RV Group”) and, through his beneficial ownership of ourshares directly or indirectly held by ML RV Group, Marcus Lemonis, to the number of votes necessary such that hecasts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of ourstockholders generally for as long as there is no Class C Change of Control (as defined in our amended and restatedcertificate of incorporation). Accordingly, subject to the voting agreement that we entered into with ML Acquisition, MLRV Group, CVRV Acquisition LLC and CVRV Acquisition II LLC in connection with our IPO (the “Voting Agreement”)as described below, Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by MLAcquisition and ML RV Group, may approve or disapprove substantially all transactions and other matters requiringapproval by our stockholders, such as a merger, consolidation, dissolution or sale of all or substantially all of ourassets, the issuance or redemption of certain additional equity interests, and the election of directors. These votingand class approval rights may also enable Marcus Lemonis to approve transactions that may not be in the bestinterests of holders of our Class A common stock or, conversely, prevent the consummation of transactions that maybe in the best interests of holders of our Class A common stock.

Additionally, the Continuing Equity Owners may receive payments from us under the Tax Receivable

Agreement and upon any redemption or exchange of their common units in CWGS, LLC, including the issuance ofshares of our Class A common stock upon any such redemption or exchange. As a result, the interests of theContinuing Equity Owners may conflict with the interests of holders of our Class A common stock. For example, theContinuing Equity Owners may have different tax positions from us which could influence their decisions regardingwhether and when to dispose of assets, whether and when to incur new or refinance existing indebtedness, especiallyin light of the existence of the Tax Receivable Agreement, and whether and when we should terminate the TaxReceivable Agreement and accelerate our obligations thereunder. In addition, the structuring of future transactionsmay take into consideration tax or other considerations of the Continuing Equity Owners even in situations where nosimilar considerations are relevant to us.

In addition, pursuant to the Voting Agreement, Crestview Advisors, L.L.C., a registered investment adviser to

private equity funds, including funds affiliated with Crestview Partners II GP, L.P. (“Crestview”) has the right todesignate certain of our directors (the “Crestview Directors”), which will be four Crestview Directors (unless MarcusLemonis is no longer our Chief Executive Officer, in which case, Crestview will have the right to designate threeCrestview Directors) for as long as Crestview Partners II GP, L.P. directly or indirectly, beneficially owns, in theaggregate, 32.5% or more of our Class A common stock, three Crestview Directors for so long as Crestview PartnersII GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 32.5% but 25% or more of our Class Acommon stock, two Crestview Directors for as long as Crestview Partners II GP, L.P., directly or indirectly, beneficiallyowns, in the aggregate, less than 25% but 15% or more of our Class A common stock and one Crestview Director foras long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 15% but7.5% or more of our Class A common stock (assuming in each such case that all outstanding common units inCWGS, LLC

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are redeemed for newly issued shares of our Class A common stock on a one for one basis). Each of ML Acquisitionand ML RV Group will agree to vote, or cause to vote, all of their outstanding shares of our Class A common stock,Class B common stock and Class C common stock at any annual or special meeting of stockholders in whichdirectors are elected, so as to cause the election of the Crestview Directors. In addition, the ML Related Parties alsohave the right to designate certain of our directors (the “ML Acquisition Directors”), which will be four ML AcquisitionDirectors for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or moreof our Class A common stock, three ML Acquisition Directors for as long as the ML Related Parties, directly orindirectly, beneficially own, in the aggregate, less than 27.5% but 25% or more of our Class A common stock, two MLAcquisition Directors for as long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate,less than 25% but 15% or more of our Class A common stock and one ML Acquisition Director for as long as the MLRelated Parties, directly or indirectly, beneficially own, in the aggregate, less than 15% but 7.5% or more of our ClassA common stock (assuming in each such case that all outstanding common units in CWGS, LLC are redeemed fornewly issued shares of our Class A common stock on a one for one basis). Moreover, ML RV Group has the right todesignate one director for as long as it holds our one share of Class C common stock (the “ML RV Director”). Fundscontrolled by Crestview Partners II GP, L.P. have agreed to vote, or cause to vote, all of their outstanding shares ofour Class A common stock and Class B common stock at any annual or special meeting of stockholders in whichdirectors are elected, so as to cause the election of the ML Acquisition Directors and the ML RV Director. Additionally,pursuant to the Voting Agreement, we shall take commercially reasonable action to cause (i) the board of directors tobe comprised at least of nine directors; (ii) the individuals designated in accordance with the terms of the VotingAgreement to be included in the slate of nominees to be elected to the board of directors at the next annual or specialmeeting of stockholders of the Company at which directors are to be elected and at each annual meeting ofstockholders of the Company thereafter at which a director’s term expires; (iii) the individuals designated inaccordance with the terms of the Voting Agreement to fill the applicable vacancies on the board of directors; and (iv) aML Director or the ML RV Director to be the chairperson of the board of directors (as defined in the bylaws). TheVoting Agreement allows for the board of directors to reject the nomination, appointment or election of a particulardirector if such nomination, appointment or election would constitute a breach of the board of directors’ fiduciaryduties to the Company’s stockholders or does not otherwise comply with any requirements of our amended andrestated certificate of incorporation or our amended and restated bylaws or the charter for, or related guidelines of, theboard of directors’ nominating and corporate governance committee.

The Voting Agreement further provides that, for so long as Crestview Partners II GP, L.P., directly or

indirectly, beneficially owns, in the aggregate, 22.5% or more of our Class A common stock, or the ML RelatedParties, directly or indirectly, beneficially own, in the aggregate, 22.5% or more of our Class A common stock(assuming in each such case that all outstanding common units in CWGS, LLC are redeemed for newly issued sharesof our Class A common stock on a one-for-one basis), the approval of Crestview Partners II GP, L.P. and the MLRelated Parties, as applicable, will be required for certain corporate actions. These actions include: (1) a change ofcontrol; (2) acquisitions or dispositions of assets above $100 million; (3) the issuance of securities of Camping WorldHoldings, Inc. or any of its subsidiaries (other than under equity incentive plans that have received the prior approvalof our board of directors); (4) material amendments to our certificate of incorporation or bylaws; and (5) any change inthe size of the board of directors. The Voting Agreement also provides that, for so long as either Crestview Partners IIGP, L.P., directly or indirectly, beneficially owns, in the aggregate, 28% or more of our Class A common stock, or theML Related Parties, directly or indirectly, beneficially own, in the aggregate, 28% or more of our Class A commonstock (assuming in each such case that all outstanding common units of CWGS, LLC are redeemed for newly issuedshares of our Class A common stock, on a one-for-one basis), the approval of Crestview Partners II GP, L.P. and theML Related Parties, as applicable, will be required for the hiring and termination of our Chief Executive Officer;provided, however, that the approval of Crestview Partners II GP, L.P., and the ML Related Parties, as applicable,shall only be required at such time as Marcus Lemonis no longer serves as our Chief Executive Officer. These rightsmay prevent the consummation of transactions that may be in the best interests of holders of our Class A commonstock.

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Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity”will not apply with respect to any director or stockholder who is not employed by us or our affiliates.

The doctrine of corporate opportunity generally provides that a corporate fiduciary may not develop an

opportunity using corporate resources, acquire an interest adverse to that of the corporation or acquire property that isreasonably incident to the present or prospective business of the corporation or in which the corporation has a presentor expectancy interest, unless that opportunity is first presented to the corporation and the corporation chooses not topursue that opportunity. The doctrine of corporate opportunity is intended to preclude officers or directors or otherfiduciaries from personally benefiting from opportunities that belong to the corporation. Our amended and restatedcertificate of incorporation provides that the doctrine of “corporate opportunity” will not apply with respect to anydirector or stockholder who is not employed by us or our affiliates. Any director or stockholder who is not employed byus or our affiliates will therefore have no duty to communicate or present corporate opportunities to us, and will havethe right to either hold any corporate opportunity for their (and their affiliates’) own account and benefit or torecommend, assign or otherwise transfer such corporate opportunity to persons other than us, including to anydirector or stockholder who is not employed by us or our affiliates.

As a result, certain of our stockholders, directors and their respective affiliates will not be prohibited from

operating or investing in competing businesses. We therefore may find ourselves in competition with certain of ourstockholders, directors or their respective affiliates, and we may not have knowledge of, or be able to pursue,transactions that could potentially be beneficial to us. Accordingly, we may lose a corporate opportunity or suffercompetitive harm, which could negatively impact our business or prospects. We are a “controlled company” within the meaning of the NYSE listing requirements and, as a result, qualifyfor, and rely on, exemptions from certain corporate governance requirements. Our stockholders do not havethe same protections afforded to stockholders of companies that are subject to such corporate governancerequirements.

Pursuant to the terms of the Voting Agreement, Marcus Lemonis, through his beneficial ownership of our

shares directly or indirectly held by ML Acquisition and ML RV Group, and certain funds controlled by CrestviewPartners II GP, L.P., in the aggregate, have more than 50% of the voting power for the election of directors, and, as aresult, we are considered a “controlled company” for the purposes of the New York Stock Exchange (the “NYSE”)listing requirements. As such, we qualify for, and rely on, exemptions from certain corporate governancerequirements, including the requirements to have a majority of independent directors on our board of directors, anentirely independent nominating and corporate governance committee, an entirely independent compensationcommittee or to perform annual performance evaluation of the nominating and corporate governance andcompensation committees.

The corporate governance requirements and specifically the independence standards are intended to ensure

that directors who are considered independent are free of any conflicting interest that could influence their actions asdirectors. We have utilized, and intend to continue to utilize, certain exemptions afforded to a “controlled company.”As a result, we are not subject to certain corporate governance requirements, including that a majority of our board ofdirectors consists of “independent directors,” as defined under the rules of the NYSE. In addition, we are not requiredto have a nominating and corporate governance committee or compensation committee that is composed entirely ofindependent directors with a written charter addressing the committee’s purpose and responsibilities or to conductannual performance evaluations of the nominating and corporate governance and compensation committees andcurrently we do not have an entirely independent nominating and corporate governance committee. Accordingly, ourstockholders do not have the same protections afforded to stockholders of companies that are subject to all of thecorporate governance requirements of the NYSE.

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Our principal asset is our interest in CWGS, LLC, and accordingly, we depend on distributions from CWGS,LLC to pay dividends, taxes and expenses, including payments under the Tax Receivable Agreement. CWGS,LLC’s ability to make such distributions may be subject to various limitations and restrictions.

We are a holding company and have no material assets other than our ownership of 18,935,916 common

units, representing a 22.6% economic interest in the business of CWGS, LLC. We have no independent means ofgenerating revenue or cash flow, and our ability to pay dividends in the future, if any, will be dependent upon thefinancial results and cash flows of CWGS, LLC and its subsidiaries and distributions we receive from CWGS, LLC.There can be no assurance that our subsidiaries will generate sufficient cash flow to dividend or distribute funds to usor that applicable state law and contractual restrictions, including negative covenants in our debt instruments, willpermit such dividends or distributions.

CWGS, LLC is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to

any entity-level U.S. federal income tax. Instead, taxable income is allocated to holders of its common units, includingus. As a result, we incur income taxes on our allocable share of any net taxable income of CWGS, LLC. Under theterms of the CWGS LLC Agreement, CWGS, LLC is obligated to make tax distributions to holders of its commonunits, including us, except to the extent such distributions would render CWGS, LLC insolvent or are otherwiseprohibited by law or our Existing and New Senior Secured Credit Facilities, our Floor Plan Facility or any of our futuredebt agreements. In addition to tax expenses, we will also incur expenses related to our operations, our interests inCWGS, LLC and related party agreements, including payment obligations under the Tax Receivable Agreement, andexpenses and costs of being a public company, all of which could be significant. We intend, as its managing member,to cause CWGS, LLC to make distributions in an amount sufficient to allow us to pay our taxes and operatingexpenses, including any ordinary course payments due under the Tax Receivable Agreement. However, CWGS,LLC’s ability to make such distributions may be subject to various limitations and restrictions including, but not limitedto, restrictions on distributions that would either violate any contract or agreement to which CWGS, LLC is then aparty, including debt agreements, or any applicable law, or that would have the effect of rendering CWGS, LLCinsolvent. If CWGS, LLC does not have sufficient funds to pay tax distributions or other liabilities to fund ouroperations, we may have to borrow funds, which could materially adversely affect our liquidity and financial conditionand subject us to various restrictions imposed by any such lenders. To the extent that we are unable to makepayments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrueinterest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of amaterial obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the TaxReceivable Agreement. If CWGS, LLC does not have sufficient funds to make distributions, our ability to declare andpay cash dividends may also be restricted or impaired. See “— Risks Relating to Ownership of Our Class A CommonStock.” Our Tax Receivable Agreement with the Continuing Equity Owners and Crestview Partners II GP, L.P.requires us to make cash payments to them in respect of certain tax benefits to which we may becomeentitled, and the amounts that we may be required to pay could be significant.

In connection with our IPO, we entered into a Tax Receivable Agreement with CWGS, LLC, each of the

Continuing Equity Owners and Crestview Partners II GP, L.P. Pursuant to the Tax Receivable Agreement, we arerequired to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. equal to 85% ofthe tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize as a result of (i)increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchangefor Class A common stock in connection with the consummation of the IPO and the related corporate reorganizationtransactions and any future redemptions that are funded by Camping World Holdings, Inc. or exchanges of commonunits and (ii) certain other tax benefits attributable to payments under the Tax Receivable Agreement. The amount ofthe cash payments that we may be required to make under the Tax Receivable Agreement could be significant.Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, whichtax reporting positions are subject to challenge by taxing authorities. Any payments made by us to the ContinuingEquity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce theamount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to maketimely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred

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and will accrue interest until paid by us. Nonpayment for a specified period may constitute a material breach of amaterial obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the TaxReceivable Agreement. Furthermore, our future obligation to make payments under the Tax Receivable Agreementcould make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use someor all of the tax benefits that may be deemed realized under the Tax Receivable Agreement. The payments under theTax Receivable Agreement are also not conditioned upon the Continuing Equity Owners or Crestview Partners II GP,L.P. maintaining a continued ownership interest in CWGS, LLC. The amounts that we may be required to pay to the Continuing Equity Owners and Crestview Partners II GP,L.P. under the Tax Receivable Agreement may be accelerated in certain circumstances and may alsosignificantly exceed the actual tax benefits that we ultimately realize.

The Tax Receivable Agreement provides that if certain mergers, asset sales, other forms of business

combination, or other changes of control were to occur, if we materially breach any of our material obligations underthe Tax Receivable Agreement or if, at any time, we elect an early termination of the Tax Receivable Agreement, thenthe Tax Receivable Agreement will terminate and our obligations, or our successor’s obligations, to make paymentsunder the Tax Receivable Agreement would accelerate and become immediately due and payable. The amount dueand payable in those circumstances is determined based on certain assumptions, including an assumption that wewould have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the TaxReceivable Agreement. We may need to incur debt to finance payments under the Tax Receivable Agreement to theextent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result oftiming discrepancies or otherwise.

As a result of the foregoing, (i) we could be required to make cash payments to the Continuing Equity Owners

and Crestview Partners II GP, L.P. that are greater than the specified percentage of the actual benefits we ultimatelyrealize in respect of the tax benefits that are subject to the Tax Receivable Agreement and (ii) we would be required tomake an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subjectof the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, ifany, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have asubstantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certainmergers, asset sales, other forms of business combination, or other changes of control. There can be no assurancethat we will be able to finance our obligations under the Tax Receivable Agreement. We will not be reimbursed for any payments made to the Continuing Equity Owners and Crestview Partners IIGP, L.P. under the Tax Receivable Agreements in the event that any tax benefits are disallowed.

We will not be reimbursed for any cash payments previously made to the Continuing Equity Owners and

Crestview Partners II GP, L.P. pursuant to the Tax Receivable Agreement if any tax benefits initially claimed by us aresubsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash paymentsmade by us to a Continuing Equity Owner or Crestview Partners II GP, L.P. will be netted against any future cashpayments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. However,a challenge to any tax benefits initially claimed by us may not arise for a number of years following the initial time ofsuch payment or, even if challenged early, such excess cash payment may be greater than the amount of future cashpayments that we might otherwise be required to make under the terms of the Tax Receivable Agreement and, as aresult, there might not be future cash payments from which to net against. The applicable U.S. federal income taxrules are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree withour tax reporting positions. As a result, it is possible that we could make cash payments under the Tax ReceivableAgreement that are substantially greater than our actual cash tax savings.

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Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our incomeor other tax returns could adversely affect our operating results and financial condition.

We are subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of

expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by anumber of factors, including:

· changes in the valuation of our deferred tax assets and liabilities;

· expected timing and amount of the release of any tax valuation allowances;

· expiration of, or detrimental changes in, research and development tax credit laws;

· tax effects of stock-based compensation;

· costs related to intercompany restructurings; or

· changes in tax laws, regulations or interpretations thereof. In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and

state authorities. Outcomes from these audits could have an adverse effect on our operating results and financialcondition. If we were deemed to be an investment company under the Investment Company Act of 1940, as amended(the “1940 Act”), as a result of our ownership of CWGS, LLC, applicable restrictions could make it impracticalfor us to continue our business as contemplated and could have a material adverse effect on our business,financial condition and results of operations.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment

company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engageprimarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, inthe business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquireinvestment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. governmentsecurities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” assuch term is defined in either of those sections of the 1940 Act.

As the sole managing member of CWGS, LLC, we control and operate CWGS, LLC. On that basis, we

believe that our interest in CWGS, LLC is not an “investment security” as that term is used in the 1940 Act. However,if we were to cease participation in the management of CWGS, LLC, our interest in CWGS, LLC could be deemed an“investment security” for purposes of the 1940 Act.

We and CWGS, LLC intend to conduct our operations so that we will not be deemed an investment company.

However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitationson our capital structure and our ability to transact with affiliates, could make it impractical for us to continue ourbusiness as contemplated and could have a material adverse effect on our business, financial condition and results ofoperations. Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon theContinuing Equity Owners and Crestview Partners II GP, L.P. that do not benefit Class A commonstockholders to the same extent as it benefits the Continuing Equity Owners and Crestview Partners II GP,L.P.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the

Continuing Equity Owners and Crestview Partners II GP, L.P. that do not benefit the holders of our Class A commonstock to the same extent as it benefits such Continuing Equity Owners and Crestview Partners II GP, L.P. Inconnection with our IPO, we entered into the Tax Receivable Agreement with CWGS, LLC and such ContinuingEquity Owners and Crestview Partners II GP, L.P. and it provides for the payment by Camping World Holdings, Inc. tothe Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of

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the amount of tax benefits, if any, that Camping World Holdings, Inc. actually realizes, or in some circumstances isdeemed to realize, as a result of (i) increases in tax basis resulting from the purchase of common units from CrestviewPartners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and therelated corporate reorganization transactions and any future redemptions that are funded by Camping WorldHoldings, Inc. or exchanges of common units and (ii) certain other tax benefits attributable to payments under the TaxReceivable Agreement. Although Camping World Holdings, Inc. will retain 15% of the amount of such tax benefits, thisand other aspects of our organizational structure may adversely impact the future trading market for the Class Acommon stock. Risks Relating to Ownership of Our Class A Common Stock The Continuing Equity Owners (through common units) own interests in CWGS, LLC, and the ContinuingEquity Owners have the right to redeem their interests in CWGS, LLC pursuant to the terms of the CWGS LLCAgreement for shares of Class A common stock or cash.

We have an aggregate of 231,064,084 shares of Class A common stock authorized but unissued, including

approximately 64,835,914 shares of Class A common stock issuable, at our election, upon redemption of CWGS, LLCcommon units that are held by the Continuing Equity Owners. In connection with our IPO, CWGS, LLC entered intothe CWGS LLC Agreement, and subject to certain restrictions set forth therein, the Continuing Equity Owners areentitled to have their common units redeemed from time to time at each of their options for, at our election(determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested),newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volumeweighted average market price of one share of Class A common stock for each common unit redeemed, in each casein accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by ourindependent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a directexchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing EquityOwners may exercise such redemption right for as long as their common units remain outstanding. In connection withour IPO, we also entered into a Registration Rights Agreement pursuant to which the shares of Class A commonstock issued upon such redemption and the shares of Class A common stock issued to the Original Equity Owners inconnection with the Transactions will be eligible for resale, subject to certain limitations set forth therein.

We cannot predict the size of future issuances of our Class A common stock or the effect, if any, that future

issuances and sales of shares of our Class A common stock may have on the market price of our Class A commonstock. Sales or distributions of substantial amounts of our Class A common stock, including shares issued inconnection with an acquisition, or the perception that such sales or distributions could occur, may cause the marketprice of our Class A common stock to decline. You may be diluted by future issuances of additional Class A common stock or common units in connectionwith our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or theexpectations that such sales may occur, could lower our stock price.

Our amended and restated certificate of incorporation authorizes us to issue shares of our Class A common

stock and options, rights, warrants and appreciation rights relating to our Class A common stock for the considerationand on the terms and conditions established by our board of directors in its sole discretion, whether in connection withacquisitions or otherwise. In addition, we, CWGS, LLC and the Continuing Equity Owners are party to the CWGS LLCAgreement under which the Continuing Equity Owners (or certain permitted transferees thereof) have the right(subject to the terms of the CWGS LLC Agreement) to have their common units redeemed from time to time at eachof their options by CWGS, LLC in exchange for, at our election (determined solely by our independent directors (withinthe meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on aone-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class Acommon stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLCAgreement; provided that, at our election (determined solely by our independent directors (within the meaning of therules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or suchcash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for

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as long as their common units remain outstanding. The market price of shares of our Class A common stock coulddecline as a result of these redemptions or exchanges or the perception that a redemption could occur. Theseredemptions or exchanges, or the possibility that these redemptions or exchanges may occur, also might make itmore difficult for holders of our Class A common stock to sell such stock in the future at a time and at a price that theydeem appropriate.

We have reserved shares for issuance under our 2016 Incentive Award Plan (the “2016 Plan”) in an amount

equal to 14,693,518 shares of Class A common stock, including shares of Class A common stock issuable pursuantto 1,134,809 stock options and 145,282 restricted stock units granted to certain of our directors and certain of ouremployees in connection with our IPO. Any Class A common stock that we issue, including under our 2016 Plan orother equity incentive plans that we may adopt in the future, would dilute the percentage ownership of holders of ourClass A common stock.

In connection with our IPO, we, our officers and directors and the Original Equity Owners, subject to certain

exceptions, agreed that, without the prior written consent of Goldman, Sachs & Co. and J.P. Morgan Securities LLC,on behalf of the underwriters of our IPO, we and they will not, during the period ending 180 days after October 6, 2016(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly,beneficially any shares of Class A common stock or any securities convertible into or exercisable or exchangeable forshares of Class A common stock; (ii) file any registration statement with the SEC relating to the offering of any sharesof Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock;or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economicconsequences of ownership of Class A common stock, subject to certain exceptions. Goldman, Sachs & Co. and J.P.Morgan Securities LLC, in their sole discretion, may release the Class A common stock and other securities subject tothe lock-up agreements described above in whole or in part at any time with or without notice.

The market price of our Class A common stock may decline significantly when the restrictions on resale by

our existing stockholders lapse. A decline in the price of our Class A common stock might impede our ability to raisecapital through the issuance of additional shares of Class A common stock or other equity securities.

In connection with our IPO, we entered into a Registration Rights Agreement with the Original Equity Owners.

Any sales in connection with the Registration Rights Agreement, or the prospect of any such sales, could materiallyimpact the market price of our Class A common stock and could impair our ability to raise capital through future salesof equity securities.

In the future, we may also issue additional securities if we need to raise capital, including, but not limited to, in

connection with acquisitions, which could constitute a material portion of our then-outstanding shares of Class Acommon stock. Our Class A common stock price may be volatile or may decline regardless of our operating performance.

Volatility in the market price of our Class A common stock may prevent you from being able to sell your

shares at or above the price you paid for such shares. Many factors, which are outside our control, may cause themarket price of our Class A common stock to fluctuate significantly, including those described elsewhere in this “RiskFactors” section and this Quarterly Report on Form 10-Q, as well as the following:

· our operating and financial performance and prospects;

· our quarterly or annual earnings or those of other companies in our industry compared to marketexpectations;

· conditions that impact demand for our services;

· future announcements concerning our business or our competitors’ businesses;

· the public’s reaction to our press releases, other public announcements and filings with the SEC;

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· the size of our public float;

· coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

· market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

· strategic actions by us or our competitors, such as acquisitions or restructurings;

· changes in laws or regulations which adversely affect our industry or us;

· changes in accounting standards, policies, guidance, interpretations or principles;

· changes in senior management or key personnel;

· issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;

· changes in our dividend policy;

· adverse resolution of new or pending litigation against us; and

· changes in general market, economic and political conditions in the United States and global economiesor financial markets, including those resulting from natural disasters, terrorist attacks, acts of war andresponses to such events.

As a result, volatility in the market price of our Class A common stock may prevent investors from being able

to sell their Class A common stock at or above the price they paid for such shares. These broad market and industryfactors may materially reduce the market price of our Class A common stock, regardless of our operatingperformance. In addition, price volatility may be greater if the public float and trading volume of our Class A commonstock is low. As a result, you may suffer a loss on your investment.

Our ability to pay regular and special dividends on our Class A common stock is subject to the

discretion of our board of directors and may be limited by our structure and statutory restrictions andrestrictions imposed by our New Senior Secured Credit Facilities and our Floor Plan Facility as well as anyfuture agreements.

CWGS, LLC intends to make a regular quarterly cash distribution to its common unit holders of approximately

$0.0605 per common unit, and we intend to use all of the proceeds from such distribution on our common units todeclare cash dividends on our Class A common stock. We expect our first regular quarterly cash dividend will be forthe quarter ending March 31, 2017. CWGS, LLC shall make cash distributions in accordance with the CWGS LLCAgreement in an amount sufficient for us to pay any expenses incurred by us in connection with the regular quarterlycash dividend, along with any of our other operating expenses and other obligations. In addition, we currently intend topay a special cash dividend of all or a portion of the Excess Tax Distribution to the holders of our Class A commonstock from time to time, subject to the discretion of our board of directors. However, the payment of future dividendson our Class A common stock will be subject to our discretion as the sole managing member of CWGS, LLC, thediscretion of our board of directors and will depend on, among other things, our results of operations, financialcondition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements andin any preferred stock, business prospects and other factors that our board of directors may deem relevant. Our NewSenior Secured Credit Facilities and our Floor Plan Facility also effectively limit our ability to pay dividends.Additionally, our ability to distribute any Excess Tax Distribution will also be subject to no early termination oramendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us and ouractual tax liability. As a consequence of these limitations and restrictions, we may not be able to make, or may have toreduce or eliminate, the payment of dividends on our Class A common stock. Accordingly, you may have to sell someor all of your Class A common stock after price appreciation in order to generate cash flow from your investment. Youmay not receive a gain on your investment when you sell your Class A common stock and you may lose the entireamount of the investment. Additionally, any change in the level of our dividends or the suspension of the paymentthereof could adversely affect the market price of our Class A common stock.

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Delaware law and certain provisions in our amended and restated certificate of incorporation may preventefforts by our stockholders to change the direction or management of our company.

We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various

impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial toour existing stockholders. In addition, our amended and restated certificate of incorporation and our amended andrestated bylaws contain provisions that may make the acquisition of our Company more difficult without the approvalof our board of directors, including, but not limited to, the following:

· our board of directors is classified into three classes, each of which serves for a staggered three-year

term;

· a majority of our stockholders or a majority of our board of directors may call special meetings of ourstockholders, and at such time as the ML Related Parties, directly or indirectly, beneficially own in theaggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, only the chairpersonof our board of directors or a majority of our board of directors may call special meetings of ourstockholders;

· we have authorized undesignated preferred stock, the terms of which may be established and shares ofwhich may be issued without stockholder approval;

· any action required or permitted to be taken by our stockholders at an annual meeting or special meetingof stockholders may be taken without a meeting, without prior notice and without a vote, if a writtenconsent is signed by the holders of our outstanding shares of common stock representing not less thanthe minimum number of votes that would be necessary to authorize such action at a meeting at which alloutstanding shares of common stock entitled to vote thereon, and at such time as the ML Related Parties,directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding commonunits of CWGS, LLC, any action required or permitted to be taken by our stockholders at an annualmeeting or special meeting of stockholders may not be taken by written consent in lieu of a meeting;

· our amended and restated certificate of incorporation may be amended or repealed by the affirmativevote of a majority of the votes which all our stockholders would be eligible to cast in an election ofdirectors and our amended and restated bylaws may be amended or repealed by a majority vote of ourboard of directors or by the affirmative vote of a majority of the votes which all our stockholders would beeligible to cast in an election of directors, and at such time as the ML Related Parties, directly orindirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units ofCWGS, LLC, our amended and restated certificate of incorporation and our amended and restatedbylaws may be amended or repealed by the affirmative vote of the holders of at least 66 % of the voteswhich all our stockholders would be entitled to cast in any annual election of directors and our amendedand restated bylaws may also be amended or repealed by a majority vote of our board of directors;

· we require advance notice and duration of ownership requirements for stockholder proposals; and

· we have opted out of Section 203 of the Delaware General Corporation Law of the State of Delaware (the“DGCL”), however, our amended and restated certificate of incorporation contains provisions that aresimilar to Section 203 of the DGCL (except with respect to ML Acquisition and Crestview and any of theirrespective affiliates and any of their respective direct or indirect transferees of Class B common stock).

These provisions could discourage, delay or prevent a transaction involving a change in control of our

company. These provisions could also discourage proxy contests and make it more difficult you and otherstockholders to elect directors of your choosing and cause us to take other corporate actions you desire, includingactions that you may deem advantageous, or negatively affect the trading price of our Class A common stock. Inaddition, because our board of directors is responsible for appointing the members of our management team, theseprovisions could in turn affect any attempt by our stockholders to replace current members of our management team.

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Please see “— Risks Relating to Our Organizational Structure — Marcus Lemonis, through his beneficialownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, has substantial control overus, including over decisions that require the approval of stockholders, and his interests, along with the interests of ourother Continuing Equity Owners, in our business may conflict with yours.” Our amended and restated certificate of incorporation provides, subject to certain exceptions, that the Courtof Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigationmatters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us orour directors, officers, employees or stockholders.

Our amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of

Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (i)any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary dutyowed by any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claimagainst us, any director or our officers or employees arising pursuant to any provision of the DGCL, our amended andrestated certificate of incorporation or our amended and restated bylaws; or (iv) any action asserting a claim againstus, any director or our officers or employees that is governed by the internal affairs doctrine. Any person or entitypurchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and tohave consented to the provisions of our amended and restated certificate of incorporation described above. Thischoice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable fordisputes with us or any of our directors, officers, other employees or stockholders which may discourage lawsuits withrespect to such claims. Alternatively, if a court were to find the choice of forum provision in our amended and restatedcertificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associatedwith resolving such action in other jurisdictions, which could materially adversely affect our business, financialcondition and results of operations. We may issue shares of preferred stock in the future, which could make it difficult for another company toacquire us or could otherwise adversely affect holders of our Class A common stock, which could depressthe price of our Class A common stock.

Our amended and restated certificate of incorporation authorizes us to issue one or more series of preferred

stock. Our board of directors will have the authority to determine the preferences, limitations and relative rights of theshares of preferred stock and to fix the number of shares constituting any series and the designation of such series,without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation,dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferredstock may delay or prevent a change in control of us, discouraging bids for our Class A common stock at a premiumto the market price, and materially and adversely affect the market price and the voting and other rights of the holdersof our Class A common stock. The obligations associated with being a public company have required, and will continue to require,significant resources and management attention, which may divert from our business operations.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”) and the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”). TheExchange Act requires that we file annual, quarterly and current reports with respect to our business and financialcondition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internalcontrol over financial reporting. As a result, we have incurred, and will continue to incur, significant legal, accountingand other expenses that we did not previously incur prior to our IPO.

In addition, the need to continue to establish the corporate infrastructure demanded of a public company may

divert management’s attention from implementing our business strategy, which could prevent us from improving ourbusiness, results of operations and financial condition. We have made, and will continue to make, changes to ourinternal control over financial reporting, including information technology controls, and procedures for financialreporting and accounting systems to meet our reporting obligations as a public company. However, the measures wetake may not be sufficient to satisfy our obligations as a public

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company. If we do not continue to develop and implement the right processes and tools to manage our changingenterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could beimpaired, which could negatively impact our business, financial condition and results of operations. In addition, wecannot predict or estimate the amount of additional costs we may continue to incur to comply with these requirements.We anticipate that these costs will continue to materially increase our general and administrative expenses incomparison to the amount of such general and administrative expenses prior to our IPO.

Furthermore, as a public company, we will continue to incur additional legal, accounting and other expenses

that have not been reflected in our predecessor’s historical financial statements included in Item 1 of Part I of thisQuarterly Report on Form 10-Q. In addition, rules implemented by the SEC and the NYSE have imposed variousrequirements on public companies, including establishment and maintenance of effective disclosure and financialcontrols and changes in corporate governance practices. Our management and other personnel have devoted, andwill need to continue to devote, a substantial amount of time to these compliance initiatives. These rules andregulations result in our incurring legal and financial compliance costs and have made, and will continue to make,some activities more time-consuming and costly. For example, we expect these rules and regulations to make it moredifficult and more expensive for us to obtain director and officer liability insurance, and we may be required to acceptreduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As aresult, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our boardcommittees or as executive officers. As a public reporting company, we are subject to rules and regulations established from time to time by theSEC regarding our internal control over financial reporting. If we fail to establish and maintain effectiveinternal control over financial reporting and disclosure controls and procedures, we may not be able toaccurately report our financial results, or report them in a timely manner.

As a public reporting company, we are subject to the rules and regulations established from time to time by

the SEC and NYSE. These rules and regulations require, among other things, that we have, and periodically evaluate,procedures with respect to our internal control over financial reporting. Reporting obligations as a public company arelikely to continue to place a considerable strain on our financial and management systems, processes and controls, aswell as on our personnel.

In addition, as a public company we are required to document and test our internal control over financial

reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to theeffectiveness of our internal control over financial reporting by the time our second annual report is filed with the SECand thereafter, which will require us to document and make significant changes to our internal control over financialreporting. Likewise, our independent registered public accounting firm will be required to provide an attestation reporton the effectiveness of our internal control over financial reporting.

If our senior management is unable to conclude that we have effective internal control over financial reporting,

or to certify the effectiveness of such controls, or if our independent registered public accounting firm cannot renderan unqualified opinion on management’s assessment and the effectiveness of our internal control over financialreporting, or if material weaknesses in our internal control over financial reporting are identified, we could be subject toregulatory scrutiny, a loss of public and investor confidence, and to litigation from investors and stockholders, whichcould have a material adverse effect on our business and the price of our Class A common stock. In addition, if we donot maintain adequate financial and management personnel, processes and controls, we may not be able to manageour business effectively or accurately report our financial performance on a timely basis, which could cause a declinein our common stock price and adversely affect our results of operations and financial condition. Failure to complywith the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the NYSE or otherregulatory authorities, which would require additional financial and management resources.

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If securities analysts do not publish research or reports about our company, or if they issue unfavorablecommentary about us or our industry or downgrade our Class A common stock, the price of our Class Acommon stock could decline.

The trading market for our Class A common stock depends in part on the research and reports that third party

securities analysts publish about our company and our industry. If one or more analysts cease coverage of ourcompany, we could lose visibility in the market. In addition, one or more of these analysts could downgrade our ClassA common stock or issue other negative commentary about our company or our industry. As a result of one or moreof these factors, the trading price of our Class A common stock could decline. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Recent Sales of Unregistered Securities

In connection with the reorganization transactions and our IPO, we issued (i) 7,063,716 shares of Class Acommon stock to funds controlled by Crestview Partners II GP, L.P., (ii) 69,066,445 shares of Class B common stockto funds controlled by Crestview Partners II GP, L.P. and CWGS Holding, LLC, a wholly owned subsidiary of MLAcquisition Company, LLC (of which 7,063,716 shares of Class B common stock were subsequently canceled for noconsideration) and (iii) one share of Class C common stock to ML RV Group, LLC. The issuances of shares of ClassA common stock, Class B common stock and Class C common stock described in this paragraph were made inreliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Use of Proceeds from Initial Public Offering of Class A Common Stock

On October 13, 2016, we completed the initial public offering of our Class A common stock pursuant to aRegistration Statement (File No. 333-211977), which was declared effective on October 6, 2016.

Under the Registration Statement, on October 13, 2016 we sold 11,363,636 shares of our Class A common

stock at a price of $22.00 per share. Additionally, under the Registration Statement, on November 9, 2016, we sold anadditional 508,564 shares of our Class A common stock at a price of $22.00 per share pursuant to the underwritersexercise of their option, in part, to purchase additional shares of our Class A common stock. Goldman, Sachs & Co.and J.P. Morgan Securities LLC, acted as representatives of the underwriters for the offering. We received netproceeds of approximately $243.8 million, net of underwriting discounts and commissions, including the net proceedsreceived from the underwriters exercise of their option to purchase additional shares of our Class A common stock, inpart. No offering expenses were paid or are payable, directly or indirectly, to any of our officers, directors or theirassociates, to any person owning 10% or more of any class of our equity securities or to any of our affiliates.

We used all of the net proceeds to make a capital contribution to CWGS Enterprises, LLC in exchange for

11,872,200 common units of CWGS Enterprises, LLC. No payments from the net proceeds were made, directly orindirectly, to any of our officers, directors or their associates, to any persons owning 10% or more of any class of ourequity securities or to any of our affiliates.

There has been no material change in the use of proceeds as described in the Prospectus.

Item 3: Defaults Upon Senior Securities

None.

Item 4: Mine Safety Disclosures

Not applicable.

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Item 5: Other Information

On November 8, 2016, CWGS Group, LLC (as borrower) and CWGS, LLC (as parent guarantor) entered intoa credit agreement (the “New Credit Agreement”) for a new $680.0 million senior secured credit facility (the ‘‘NewSenior Secured Credit Facilities’’) with Goldman Sachs Bank USA, as administrative agent, and the other lendersparty thereto. The New Senior Secured Credit Facilities consist of a seven-year $645.0 million term loan facility (the“New Term Loan Facility”) and a five-year $35.0 million revolving credit facility (the “New Revolving Credit Facility”).

Concurrently with the closing of the New Senior Secured Credit Facilities, we repaid and extinguished our

existing senior secured credit facilities by borrowing the full amount available under the New Term Loan Facility andusing a portion of the proceeds of the New Term Loan Facility to satisfy all of the outstanding obligations under theexisting senior secured credit facilities. At November 8, 2016, we had $632.4 million outstanding under our existingterm loan facility and no borrowings outstanding under our existing revolving credit facility.

Under our the New Senior Secured Credit Facilities, we have the ability to increase the amount of term loans

or revolving loans in an aggregate amount not to exceed (a) a “fixed” amount set at $250.0 million plus (b) anadditional amount subject to compliance with a total leverage ratio that does not exceed a ratio of total debt toconsolidated EBITDA (x) 2.50:1.00 on a pro forma basis if incurred to finance an acquisition or (y) 2.30:1.00 on a proforma basis if incurred for any other purpose. The lenders under the New Senior Secured Credit Facilities are notunder any obligation to provide commitments in respect of any such increase.

Borrowings under the New Term Loan Facility bear interest at a rate per annum equal to, at our option, either:(a) the London Interbank Offered Rate (‘‘LIBOR’’) multiplied by the statutory reserve rate (such product, the ‘‘AdjustedLIBOR Rate’’), subject to a 0.75% floor, plus an applicable margin of 3.75%, in the case of Eurocurrency loans or (b)an alternate base rate (determined by reference to the greatest of : (i) the prime rate published by The Wall StreetJournal (the ‘‘WSJ Prime Rate’’), (ii) the federal funds effective rate plus 0.50% and (iii) the one-month AdjustedLIBOR Rate plus 1.00%), subject to a 1.75% floor, plus an applicable margin of 2.75%, in the case of alternate baserate loans. The New Term Loan Facility includes mandatory amortization at 1% per annum in equal quarterlyinstallments, with the balance payable in 2023.

Borrowings under the New Revolving Credit Facility bear interest at a rate per annum equal to, at our option,either: (a) the Adjusted LIBOR Rate plus an applicable margin based on the total leverage ratio, as set forth in thetable below, in the case of Eurocurrency borrowings or (b) an alternate base rate (determined by reference to thegreatest of : (i) the WSJ Prime Rate, (ii) the federal funds effective rate plus 0.50% and (iii) the one-month AdjustedLIBOR Rate plus 1.00%), plus an applicable margin based on the total leverage ratio, as set forth in the table below,in the case of alternate base rate borrowings.

Pricing Level

TotalLeverage

Ratio Eurocurrency ABR

1 ≤

1.75 : 1.00 3.25% 2.25%

2 >

1.75 : 1.00 3.50% 2.50%

In addition to paying interest on outstanding principal under the New Senior Secured Credit Facilities, we arerequired to pay a commitment fee to the lenders under the New Revolving Credit Facility in respect of the unutilizedcommitments thereunder at a rate of 0.50% per annum. We also pay customary letter of credit and agency fees.

The credit agreement governing the New Senior Secured Credit Facilities requires us to prepay outstanding

term loans, subject to certain exceptions, with: (1) 100% of the net cash proceeds of any incurrence of debt notpermitted under the New Senior Secured Credit Facilities and debt incurred to refinance the New Senior SecuredCredit Facilities, (2) 50% (which percentage will be reduced to 25% and 0% if our total leverage ratio is less thanspecified levels) of our annual excess cash flow (as defined in the credit agreement governing the New SeniorSecured Credit Facilities) minus the amount of any voluntary prepayments of term loans under the New Term LoanFacility (including the cash amount of any debt buybacks related thereto) or revolving loans under the New RevolvingFacility (with corresponding permanent reductions in the commitments thereunder)

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and (3) 100% of the net cash proceeds of certain non-ordinary course asset sales or other dispositions of property(including casualty events) by the borrower or by any of its restricted subsidiaries, subject to reinvestment rights andcertain other exceptions.

We are able to voluntarily prepay outstanding loans under the New Senior Secured Credit Facilities at any

time without premium or penalty, other than (i) customary “breakage” costs and (ii) a premium of 1.00% applicable toany prepayment of the initial term loans under the New Term Loan Facility that is made in connection with a “repricingtransaction” that occurs prior to the 6-month anniversary of the effective date of the New Senior Secured CreditFacilities.

The obligations of the borrower are unconditionally guaranteed by the parent guarantor and each of the

borrower’s direct and indirect wholly-owned domestic subsidiaries (with certain agreed-upon exceptions). All obligations under the New Senior Secured Credit Facilities and the guarantees of those obligations, are

secured, subject to certain exceptions, by: · a pledge of 100% of the borrower’s capital stock and certain of the capital stock or equity interests held by

the borrower or any subsidiary guarantor (which pledge, in the case of the stock of any foreign subsidiary(each such entity, a “Pledged Foreign Sub”) (with certain agreed-upon exceptions) and the equityinterests of certain U.S. subsidiaries that hold capital stock of foreign subsidiaries and are disregardedentities for U.S. federal income tax purposes (each such entity, a “Pledged U.S. DE”) (with certainagreed-upon exceptions), is limited to 65% of the stock or equity interests of such Pledged Foreign Subor Pledged U.S. DE, as the case may be), in each case excluding any interests in FreedomRoadsIntermediate Holdco, LLC and its subsidiaries, joint ventures to the extent such a pledge would violate thegoverning documents thereof, and subject to certain other exceptions; and

· a security interest in, and mortgages on, substantially all other tangible and intangible assets of theborrower and each subsidiary guarantor, subject to certain exceptions.

The liens securing our obligations under the New Senior Secured Credit Facilities are first priority liens on the

relevant assets of the borrower and the guarantors, subject to customary exceptions and liens permitted under theNew Senior Secured Credit Facilities.

The New Senior Secured Credit Facilities contain a number of covenants that, among other things and

subject to certain exceptions, restrict the ability of the borrower and its restricted subsidiaries to: · incur additional indebtedness, including capital leases;

· pay dividends on capital stock or redeem, repurchase or retire capital stock or other indebtedness;

· make investments, loans, advances and acquisitions;

· enter into burdensome agreements with negative pledge clauses or clauses restricting subsidiarydistributions;

· engage in transactions with our affiliates;

· sell assets, including the capital stock of our subsidiaries;

· consolidate or merge; and

· create liens.

The credit agreement governing the New Senior Secured Credit Facilities contains a customary passiveholding company covenant applicable to the parent guarantor.

The credit agreement governing the New Senior Secured Credit Facilities contains certain events of default,

including payment defaults, failure to perform or observe covenants, cross-defaults with certain other events of defaultin connection with our other material indebtedness, a change of control or certain bankruptcy events, among others.

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This summary of the New Credit Agreement does not purport to be a complete description and is qualified in

its entirety by reference to the full text of the New Credit Agreement, which is filed as Exhibit 10.3 to this QuarterlyReport on Form 10-Q.

Item 6: Exhibits

See the Exhibits Index immediately following the signature page of this Quarterly Report on Form 10‑Q.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned thereunto duly authorized. Camping World Holdings, Inc . Date: November 10, 2016 By: /s/ Thomas F. Wolfe Thomas F. Wolfe Chief Financial Officer and Secretary (Authorized Officer and Principal Financial Officer)

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Exhibits Index

Incorporated by Reference

Exhibit Number Exhibit Description Form File No. Exhibit

Filing Date

Filed/ Furnished Herewith

3.1 Amended and Restated Certificate ofIncorporation of Camping WorldHoldings, Inc.

*

3.2 Amended and Restated Bylaws of

Camping World Holdings, Inc. *

4.1 Specimen Stock Certificate evidencing

the shares of Class A common stock S-1/A 333‑211977 4.1 9/13/16

10.1 Amendment No. 1 to Sixth Amended

and Restated Credit Agreement, datedJuly 1, 2016, by and amongFreedomRoads, LLC, as the borrower,certain of FreedomRoads, LLC'ssubsidiaries from time to time, thelenders party thereto and Bank ofAmerica, N.A., as administrative agentand letter of credit issuer

S-1/A 333-211977 10.10 8/29/16

10.2 Fourth Amendment to Credit

Agreement, dated September 21, 2016,by and among CWGS Enterprises, LLC,as holdings, CWGS Group, LLC, asborrower, certain of CWGS Enterprises,LLC's existing and future domesticsubsidiaries as subsidiary guarantors,the lenders party thereto and GoldmanSachs Bank USA, as administrativeagent

S-1/A 333-211977 10.32 9/26/16

10.3 Credit Agreement, dated November 8,

2016, by and among CWGSEnterprises, LLC, as holdings, CWGSGroup, LLC, as borrower, certain ofCWGS Enterprises, LLC's existing andfuture domestic subsidiaries assubsidiary guarantors, the lenders partythereto and Goldman Sachs Bank USA,as administrative agent

*

31.1 Rule 13a-14(a) / 15d-14(a) Certification

of Chief Executive Officer *

31.2 Rule 13a-14(a) / 15d-14(a) Certification

of Chief Financial Officer *

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Incorporated by Reference

Exhibit Number Exhibit Description Form File No. Exhibit

Filing Date

Filed/ Furnished Herewith

32.1 Section 1350 Certification of ChiefExecutive Officer

**

32.2 Section 1350 Certification of Chief

Financial Officer **

101.INS XBRL Instance Document *** 101.SCH XBRL Taxonomy Extension Schema

Document ***

101.CAL XBRL Taxonomy Extension Calculation

Linkbase Document ***

101.DEF XBRL Extension Definition Linkbase

Document ***

101.LAB XBRL Taxonomy Label Linkbase

Document ***

101.PRE XBRL Taxonomy Extension

Presentation Linkbase Document ***

* Filed herewith

** Furnished herewith

*** Submitted electronically herewith

87

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 

OF 

CAMPING WORLD HOLDINGS, INC.

Camping World Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware(the “ Corporation”), hereby certifies as follows:

1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretaryof State of the State of Delaware on March 8, 2016 (the “ CertificateofIncorporation”). The name under which theCorporation was originally incorporated was CWGS, Inc.

2. The Corporation is filing this Amended and Restated Certificate of Incorporation of the Corporation(the “ Amended and Restated Certificate of Incorporation ”), which restates, integrates and further amends theCertificate of Incorporation, as heretofore amended (the “ OriginalCertificate”), and which was duly adopted by allnecessary action of the board of directors of the Corporation (the “ BoardofDirectors”) and the stockholders of theCorporation in accordance with the provisions of Sections 242, 245 and 228 of the General Corporation Law of theState of Delaware (the “ DGCL”).

3. The text of the Original Certificate is hereby amended and restated in its entirety by this Amendedand Restated Certificate of Incorporation to read in full as follows:

ARTICLE I.

The name of the corporation is Camping World Holdings, Inc.

ARTICLE II.

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the Cityof Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The CorporationTrust Company.

ARTICLE III.

The nature of the business of the Corporation and the objects or purposes to be transacted, promoted orcarried on by it is to engage in any lawful act or activity for which corporations may be organized under the DGCL,including, without limitation, (i) investing in securities of CWGS Enterprises, LLC, a Delaware limited liabilitycompany, or any successor entities thereto (“ CWGSLLC”) and any of its subsidiaries, (ii) exercising all rights,powers, privileges and other incidents of ownership or possession with respect to the Corporation’s assets, includingmanaging, holding, selling and disposing of such assets and (iii) engaging in any other activities incidental orancillary thereto.

ARTICLE IV.

Section 4.1 Authorized Stock . The total number of shares of all classes of stock that the Corporation isauthorized to issue is three hundred forty five million and one (345,000,001), consisting of:

(a) Two hundred fifty million (250,000,000) shares of Class A common stock, with a par value of$0.01 per share (the “ ClassACommonStock”);

(b) Seventy five million (75,000,000) shares of Class B common stock, with a par value of $0.0001per share (the “ ClassBCommonStock”);

(c) One (1) share of Class C common stock, with a par value of $0.0001 per share (the “ ClassCCommonStock”, and together with the Class A Common Stock and the Class B Common Stock, the “ CommonStock”); and

(d) Twenty million (20,000,000) shares of preferred stock, with a par value of $0.01 per share (the “PreferredStock”).

Section 4.2 Preferred Stock . The Board of Directors is authorized, subject to any limitations prescribedby law, to provide for the issuance of shares of Preferred Stock in one or more series, and by filing a certificatepursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “ PreferredStockDesignation”), to establish from time to time the number of shares to be included in each such series and tofix the powers, designations, preferences and relative, participating, optional or other special rights, andqualifications, limitations or restrictions thereof, including, without limitation, the authority to fix or alter thedividend rights, dividend rates, conversion rights, exchange rights, voting rights, rights and terms of redemption(including sinking and purchase fund provisions), the redemption price or prices, restrictions on the issuance ofshares of such series, the dissolution preferences and the rights in respect to any distribution of assets of any whollyunissued series of Preferred Stock and the number of shares constituting any such series, and the designation thereof,or any of them and to increase or decrease the number of shares of any series so created (except where otherwiseprovided in the Preferred Stock Designation), subsequent to the issue of that series but not below the number ofshares of such series then outstanding. In case the number of shares of any series shall be so decreased, the sharesconstituting such decrease shall resume the status which they had prior to the adoption of the resolution originallyfixing the number of shares of such series. There shall be no limitation or restriction on any variation between any ofthe different series of Preferred Stock as to the designations, preferences and relative, participating, optional or otherspecial rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock mayvary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors or by acommittee of the Board of Directors, providing for the issuance of the various series of Preferred Stock.

Section 4.3 Number of Authorized Shares . The number of authorized shares of any of the Class ACommon Stock, Class B Common Stock, Class C Common Stock or Preferred Stock may be increased or decreased(but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority ofthe voting power of all of the outstanding shares

2

of stock of the Corporation entitled to vote thereon, without a separate vote of any holders of the Class A CommonStock, Class B Common Stock, Class C Common Stock or Preferred Stock, or of any series thereof, unless a separatevote of any such holders is required pursuant to the terms of any Preferred Stock Designation, irrespective of theprovisions of Section 242(b)(2) of the DGCL.

Section 4.4 Common Stock . The powers, preferences and rights of the Class A Common Stock, the ClassB Common Stock and the Class C Common Stock, and the qualifications, limitations or restrictions thereof are asfollows:

(a) Voting Rights . Except as otherwise required by law,

(i) Each share of Class A Common Stock shall entitle the record holder thereof as of theapplicable record date to one (1) vote per share in person or by proxy on all matters submitted to a vote of the holdersof Class A Common Stock, whether voting separately as a class or otherwise.

(ii) Each share of Class B Common Stock shall entitle the record holder thereof as of theapplicable record date to one (1) vote per share in person or by proxy on all matters submitted to a vote of the holdersof Class B Common Stock, whether voting separately as a class or otherwise; provided , that so long as MLAcquisition Company, LLC, a Delaware limited liability company (“ ML Acquisition ”), and its PermittedTransferees (as defined below) of Common Units (as defined below) (collectively, the “ MLRelated Parties ”)beneficially own, directly or indirectly, twenty-seven and five-tenths percent (27.5%) or more of all Common Unitsissued and outstanding, all shares of Class B Common Stock held by the ML Related Parties shall entitle such MLRelated Parties as of the applicable record date on all matters submitted to a vote of the holders of Class B CommonStock, whether voting separately as a class or otherwise to the number of votes per share equal to the minimumnumber of whole votes per share that are necessary such that, if all holders of Class B Common Stock and all holdersof each other class or series of Common Stock, Preferred Stock and other classes of capital stock of the Corporation(if any) were to cast all votes they are entitled to cast on such matter, such ML Related Parties (with respect to theirClass B Common Stock) voting on such matter would cast in the aggregate forty-seven percent (47%) of the totalvotes cast by all such holders on such matters. As used in this Amended and Restated Certificate of Incorporation, “Common Unit ” means a membership interest in CWGS LLC, authorized and issued under the Amended andRestated Limited Liability Company Agreement of CWGS LLC, dated as of the Effective Date, as such agreementmay be further amended, restated, amended and restated, supplemented or otherwise modified from time to time (the“ LLCAgreement”), and constituting a “Common Unit” as defined in such LLC Agreement.

(iii) Subject to Section 4.4(e)(iii), the share of Class C Common Stock shall entitle the recordholder thereof as of the applicable record date on all matters submitted to a vote of the holder of Class C CommonStock, whether voting separately as a class or otherwise, in person or by proxy, to the number of votes per shareequal to the minimum number of whole votes per share that are necessary such that, if the holder of Class CCommon Stock and all holders of each other class or series of Common Stock, Preferred Stock and other classes ofcapital stock of the Corporation (if any) were to cast all votes they are entitled to cast on such matter, such holder

3

of Class C Common Stock (with respect to its Class C Common Stock) voting on such matter would cast in theaggregate five percent (5%) of the total votes cast by all such holder on such matters.

(iv) Except as otherwise required in this Amended and Restated Certificate of Incorporationor by applicable law, the holders of shares of Common Stock shall vote together as a single class (or, if any holdersof shares of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class withsuch holders of Preferred Stock) on all matters submitted to a vote of stockholders of the Corporation.

(b) Dividends and Distributions . Subject to applicable law and the rights, if any, of the holders ofany outstanding series of Preferred Stock or any class or series of stock having a preference over or the right toparticipate with the Class A Common Stock with respect to the payment of dividends, dividends may be declared andpaid on the Class A Common Stock out of the assets or funds of the Corporation that are by law available therefor, atsuch times and in such amounts as the Board of Directors in its discretion shall determine. Dividends shall not bedeclared or paid on the Class B Common Stock or the Class C Common Stock.

(c) Liquidation Rights . In the event of liquidation, dissolution or winding up of the affairs of theCorporation, whether voluntary or involuntary, after payment or provision for payment of the debts and otherliabilities of the Corporation and after making provisions for preferential and other amounts, if any, to which theholders of Preferred Stock shall be entitled, the remaining assets and funds of the Corporation available fordistribution shall be divided among and paid ratably to the holders of all outstanding shares of Class A CommonStock, Class B Common Stock and Class C Common Stock in proportion to the number of shares held by each suchstockholder; provided , that the holders of shares of Class B Common Stock and Class C Common Stock shall beentitled to receive $0.01 per share, and upon receiving such amount, the holders of shares of Class B Common Stockand Class C Common Stock, as such, shall not be entitled to receive any other assets or funds of the Corporation. Aconsolidation, reorganization or merger of the Corporation with any other Person or Persons (as defined below), or asale of all or substantially all of the assets of the Corporation, shall not be considered to be a dissolution, liquidationor winding up of the Corporation within the meaning of this Section 4.4(c) .

(d) Class B Common Stock .

(i) Shares of Class B Common Stock may be issued only to, and registered in the name of, theML Related Parties and CVRV Acquisition LLC, a Delaware limited liability company (“ Crestview”) and itsPermitted Transferees (as defined below) (the “ CrestviewHolders”, and together with the ML Related Parties, the “PermittedClassBOwners”).

(ii) The Corporation shall, to the fullest extent permitted by law, undertake all necessary andappropriate action to ensure that the number of shares of Class B Common Stock issued by the Corporation at anytime to any Permitted Class B Owner shall be equal to the aggregate number of Common Units held of record bysuch Permitted Class B Owner in accordance with Article VI , as applicable.

4

(iii) From and after the filing of this Amended and Restated Certificate of Incorporation with

the Secretary of State of the State of Delaware (the “ EffectiveTime”), additional shares of Class B Common Stockmay be issued only to, and registered in the name of, the Permitted Class B Owners in accordance with Article VIand the aggregate number of shares of Class B Common Stock following any such issuance registered in the name ofeach such Permitted Class B Owner must be equal to the aggregate number of Common Units held of record by suchPermitted Class B Owner under the LLC Agreement as set forth in Section 4.4(d)(ii) .

(iv) In the event that (1) the Corporation undergoes a merger, consolidation or other businesstransaction in which shares of Common Stock are exchanged for or converted into other stock or securities, or theright to receive cash and/or any other property, other than a merger or consolidation that would result in the shares ofCommon Stock, Preferred Stock and/or any other class or classes of capital stock of the Corporation outstandingimmediately prior thereto continuing to represent (either by remaining outstanding or by being converted into votingsecurities of the surviving or resulting entity) more than fifty percent (50%) of the combined voting power of theshares of capital stock of such surviving or resulting entity outstanding immediately after such merger orconsolidation, or (2) there is any tender or exchange offer by any third party to acquire shares of Class B CommonStock, then the holders of shares of Class B Common Stock shall be entitled to receive $0.01 per share of Class BCommon Stock, and upon receiving such amount, the holders of shares of Class B Common Stock, as such, shall notbe entitled to receive any other assets or funds with respect to the Class B Common Stock.

(e) Class C Common Stock .

(i) The share of Class C Common Stock shall be issued only to, and registered in the name of,ML RV Group, LLC, a Delaware limited liability company (together with its successors, “ MLRVGroup”).

(ii) From and after the Effective Time, no additional shares of Class C Common Stock shallbe issued by the Corporation.

(iii) Notwithstanding anything to the contrary set forth in this Amended and RestatedCertificate of Incorporation, upon the occurrence of a Change of Control (as defined below) or a transfer of the shareof Class C Common Stock, the outstanding share of Class C Common Stock shall, to the fullest extent permitted bylaw, automatically lose all voting rights (including those set forth herein) and become a non-voting share, and upontransfer to the Corporation by the holder thereof shall be cancelled for no consideration upon a transfer of such share(and the Corporation shall, to the fullest extent permitted by applicable law, take all actions necessary to retire suchshare transferred to the Corporation and such share shall not be re-issued by the Corporation).

(iv) As used in this Amended and Restated Certificate of Incorporation, “ Change of Control” means the occurrence of any of the following events:

(A) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of theExchange Act (excluding the ML Related Parties and Crestview)) becomes the beneficial owner of shares ofCommon Stock, Preferred Stock and/or any

5

other class or classes of capital stock of the Corporation (if any) representing in the aggregate more than fiftypercent (50%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitledto vote;

(B) the stockholders of the Corporation approve a plan of complete liquidation ordissolution of the Corporation;

(C) the merger or consolidation of the Corporation with any other Person, other than amerger or consolidation that would result in the shares of Common Stock, Preferred Stock and/or any otherclass or classes of capital stock of the Corporation outstanding immediately prior thereto continuing torepresent (either by remaining outstanding or by being converted into voting securities of the surviving orresulting entity) more than fifty percent (50%) of the combined voting power of the shares of capital stock ofsuch surviving or resulting entity outstanding immediately after such merger or consolidation;

(D) the Corporation ceases to be the sole managing member of CWGS LLC; or

(E) the ML Related Parties beneficially own, directly or indirectly, less than twenty-seven and five-tenths percent (27.5%) of all outstanding Common Units.

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of theconsummation of any transaction or series of integrated transactions immediately following which the recordholders of the Class A Common Stock, Class B Common Stock and Class C Common Stock immediatelyprior to such transaction or series of transactions continue to have substantially the same proportionateownership in and voting control over, and own substantially all of the shares of, an entity which owns all orsubstantially all of the assets of the Corporation immediately following such transaction or series oftransactions.

Section 4.5 Transfer of Class B Common Stock and Class C Common Stock .

(a) A holder of Class B Common Stock or a holder of Class C Common Stock may surrendershares of Class B Common Stock or Class C Common Stock, as applicable, to the Corporation for no considerationat any time. Following the surrender of any shares of Class B Common Stock or Class C Common Stock, asapplicable, to the Corporation, the Corporation will take all actions necessary to retire such shares and such sharesshall not be re-issued by the Corporation.

(b) Except as set forth in Section 4.5(a) : (i) a holder of Class B Common Stock may transfer orassign shares of Class B Common Stock (or any legal or beneficial interest in such shares) to any transferee orassignee only to the extent permitted by the LLC Agreement (a “ Permitted Transfer” and a holder of Class BCommon Stock pursuant to a Permitted Transfer, a “ Permitted Transferee ”) and only if such holder alsosimultaneously Transfers an equal number of such holder’s Common Units to such transferee in compliance with theLLC Agreement, and

6

(ii) a holder of Class C Common Stock shall not, directly or indirectly, sell, exchange, assign, transfer, convey, give,hypothecate or dispose of shares (or any legal or beneficial interest in such share or shares) of Class C CommonStock to any Person, as the shares of Class C Common Stock are exclusively issued to ML RV Group and arepersonal to it and non-transferable. The transfer restrictions described in this Section 4.5(b) are referred to as the “Restrictions ”.

(c) Any purported transfer of shares of Class B Common Stock or Class C Common Stock, asapplicable, in violation of the Restrictions shall be null and void. If, notwithstanding the Restrictions, a person shall,voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“ Purported Owner ”) ofshares of Class B Common Stock or Class C Common Stock, as applicable, in violation of the Restrictions, then thePurported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “ Restricted ClassB Shares ”) or such shares of Class C Common Stock (the “ Restricted Class C Shares ”, and together with theRestricted Class B Shares, the “ Restricted Shares ”), and the purported transfer of the Restricted Shares to thePurported Owner shall not be recognized by the Corporation, the Corporation’s transfer agent (the “ Transfer Agent”) or the Secretary of the Corporation, as determined by the Board of Directors and each Restricted Share shall, to thefullest extent permitted by law, automatically, without any further action on the part of the Corporation, the holderthereof, or any other party, lose all voting rights as set forth herein and become a non-voting share.

(d) Upon a determination by the Board of Directors that a Person has attempted or may attempt totransfer or to acquire Restricted Shares in violation of the Restrictions, the Board of Directors may take such actionas it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of theCorporation, including without limitation to cause the Transfer Agent or the Secretary of the Corporation, asapplicable, to not record the Purported Owner as the record owner of the Restricted Shares, and to instituteproceedings to enjoin or rescind any such transfer or acquisition.

(e) The Board of Directors may, to the extent permitted by law, from time to time establish,modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent with the provisions ofthis Section 4.5 for determining whether any transfer or acquisition of shares of Class B Common Stock wouldviolate the Restrictions and for the orderly application, administration and implementation of the provisions of thisSection 4.5 . Any such procedures and regulations shall be kept on file with the Secretary of the Corporation andwith its Transfer Agent and shall be made available for inspection by any prospective transferee and, upon writtenrequest, shall be mailed to holders of shares of Class B Common Stock.

(f) The Board of Directors shall have all powers necessary to implement the Restrictions, includingwithout limitation the power to prohibit the transfer of any shares of Class B Common Stock and/or Class CCommon Stock on the books and records of the Corporation in violation thereof.

Section 4.6 Certificates . All certificates or book entries representing shares of Class B Common Stockand Class C Common Stock, as the case may be, shall bear a legend substantially in the following form (or in suchother form as the Board of Directors may determine):

7

THE SECURITIES REPRESENTED BY THIS [CERTIFICATE][BOOK ENTRY] ARE SUBJECTTO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THEAMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION(A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION ANDSHALL BE PROVIDED FREE OF CHARGE TO ANY STOCKHOLDER MAKING A REQUESTTHEREFOR).

Section 4.7 Fractions . The Common Stock may be issued and transferred in fractions of a share whichshall entitle the holder to exercise voting rights and to have the benefit of all other rights of holders of CommonStock. Subject to the Restrictions, holders of shares of Common Stock shall be entitled to transfer fractions thereofand the Corporation shall, and shall cause the Transfer Agent to, facilitate any such transfers, including by issuingcertificates or making book entries representing any such fractional shares. For all purposes of this Amended andRestated Certificate of Incorporation, all references to Common Stock or any share thereof (whether in the singularor plural) shall be deemed to include references to any fraction of a share of Common Stock.

ARTICLE V.

The Corporation shall at all times reserve and keep available out of its authorized but unissued shares or othersecurities at least as many shares or other securities equal to the number of Common Units held by the members ofCWGS LLC (other than the Corporation).

ARTICLE VI.

Section 6.1 Common Units and Common Stock Ratio . The Corporation shall, to the fullest extentpermitted by law, undertake all actions, including, without limitation, a reclassification, dividend, division orrecapitalization, with respect to:

(a) the shares of Class A Common Stock necessary to maintain at all times a one-to-one ratiobetween the number of Common Units owned by the Corporation and the number of outstanding shares of Class ACommon Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) shares of Class A Common Stockissuable pursuant to awards granted under the Corporation’s 2016 Incentive Award Plan (the “ 2016 IncentiveAward Plan”), and any other stock incentive plan adopted by the Corporation from time to time, that have notvested thereunder, (ii) treasury stock, or (iii) Preferred Stock or other debt or equity securities (including withoutlimitation warrants, options and rights) issued by the Corporation that are convertible or exercisable or exchangeablefor Class A Common Stock (except to the extent such securities have been converted, exercised or exchanged forClass A Common Stock and the net proceeds from such other securities, including without limitation any exercise orpurchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation tothe equity capital of the LLC).

(b) the shares of Class B Common Stock necessary to maintain at all times a one-to-one ratiobetween the number of Common Units owned by all Permitted Class B Owners

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and the number of outstanding shares of Class B Common Stock owned by all Permitted Class B Owners.

Section 6.2 Common Units and Common Stock Ratio upon a Stock Split . The Corporation shall notundertake or authorize any subdivision (by any stock split, stock dividend, reclassification, recapitalization or similarevent) or combination (by reverse stock split, reclassification, recapitalization or similar event) of (i) the Class ACommon Stock that is not accompanied by an identical subdivision or combination of the Common Units to maintainat all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number ofoutstanding shares of Class A Common Stock, unless such action is necessary to maintain at all times a one-to-oneratio between the number of Common Units owned by the Corporation and the number of outstanding shares ofClass A Common Stock; or (ii) the Class B Common Stock that is not accompanied by an identical subdivision orcombination of the Common Units to maintain at all times, subject to the provisions of this Amended and RestatedCertificate of Incorporation, a one-to-one ratio between the number of Common Units owned by all Permitted ClassB Owners and the number of outstanding shares of Class B Common Stock owned by all Permitted Class B Owners,unless, such action is necessary to maintain at all times a one-to-one ratio between the number of Common Unitsowned by all Permitted Class B Owners and the number of outstanding shares of Class B Common Stock owned byall Permitted Class B Owners.

Section 6.3 Common Units and Class A Common Stock Ratio upon a Sale or Repurchase . TheCorporation shall not issue, transfer or deliver from treasury stock or repurchase shares of Class A Common Stockunless in connection with any such issuance, transfer, delivery or repurchase the Corporation takes or authorizes allrequisite action such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number ofCommon Units owned by the Corporation will equal on a one-for-one basis the number of outstanding shares ofClass A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) shares of Class ACommon Stock issuable pursuant to awards granted under the 2016 Incentive Award Plan, and any other stockincentive plan adopted by the Corporation from time to time, that have not vested thereunder, (ii) treasury stock or(iii) Preferred Stock or other debt or equity securities (including without limitation warrants, options and rights)issued by the Corporation that are convertible or exercisable or exchangeable for Class A Common Stock (except tothe extent such securities have been converted, exercised or exchanged for Class A Common Stock and the netproceeds from such other securities, including without limitation any exercise or purchase price payable uponconversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the LLC).The Corporation shall not issue, transfer or deliver from treasury stock or repurchase or redeem shares of PreferredStock unless in connection with any such issuance, transfer, delivery, repurchase or redemption the Corporation takesall requisite action such that, after giving effect to all such issuances, transfers, repurchases or redemptions, theCorporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchaseor redemption) equity interests in CWGS LLC which (in the good faith determination by the Board of Directors) arein the aggregate substantially equivalent in all respects to the outstanding Preferred Stock so issued, transferred,delivered, repurchased or redeemed.

Section 6.4 Common Units and Class A Common Stock Ratio upon a Merger . Unless otherwiseconsented to in writing by the Permitted Class B Owners, the Corporation shall not consolidate, merge, combine orconsummate any other transaction (other than an action or

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transaction for which an adjustment is provided in one of the preceding paragraphs of this Article VI or in Article IV) in which shares of Class A Common Stock are exchanged for or converted into other stock or securities, or the rightto receive cash and/or any other property (a “ Transaction ”), unless in connection with any such Transaction eachCommon Unit that is redeemable by the holder thereof pursuant to the terms of the LLC Agreement for, at the optionof the Corporation, a share of Class A Common Stock or a cash payment, shall be entitled to be exchanged for orconverted into (without duplication of any corresponding share of Class A Common Stock which the Corporationmay elect to issue upon a redemption of such Common Unit by the holder thereof) the same kind and amount ofstock or securities, cash and/or any other property, as the case may be, into which or for which each share of Class ACommon Stock is exchanged or converted (such stock or securities, cash and/or property shall be referred to hereinas the “ Consideration”), to maintain at all times a one-to-one ratio between (x) the Consideration issuable in suchTransaction in exchange for or conversion of one share of Class A Common Stock and (y) the Consideration issuablein such Transaction in exchange for or conversion of one Common Unit.

ARTICLE VII.

The Board of Directors is expressly authorized to adopt, amend and repeal the bylaws of the Corporation (the“ Bylaws ”).

ARTICLE VIII.

Section 8.1 Ballot . Elections of the directors comprising the Board of Directors (each such director, insuch capacity, a “ Director ”) need not be by written ballot unless the Bylaws shall so provide.

Section 8.2 Number and Terms of the Board of Directors . Subject to the rights of the holders of anyseries of Preferred Stock to elect additional directors under specified circumstances, the number of Directors shall befixed from time to time exclusively by resolutions adopted by the Board of Directors; provided , that for as long asthe voting agreement, dated as of October 6, 2016, by and among the Corporation and the other Persons party thereto(the “ VotingAgreement” ) is in effect, the number of Directors shall never be less than the aggregate number ofDirectors that the parties to the Voting Agreement are entitled to designate from time to time pursuant to Section 1thereof.

Section 8.3 Newly Created Directorships and Vacancies . Subject to Section 2(c) of the VotingAgreement with respect to the rights of certain parties to fill vacancies on the Board of Directors (but only to theextent the Voting Agreement remains in effect) and except as otherwise required by law and subject to the rights ofthe holders of any series of Preferred Stock then outstanding, unless the Board of Directors otherwise determines,newly created directorships resulting from any increase in the authorized number of directors or any vacancies on theBoard of Directors resulting from the death, resignation, retirement, disqualification, removal from office or othercause shall be filled only by a majority vote of the Directors then in office, though less than a quorum, or by a soleremaining Director entitled to vote thereon, and not by the stockholders. Any Director so chosen shall hold officeuntil the next election of the class for which such Director shall have been chosen and until his successor shall beelected and qualified.

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Section 8.4 Removal for Cause . Subject to the rights of the holders of any series of Preferred Stock then

outstanding and except as provided in Section 2(b) of the Voting Agreement, for as long as this Amended andRestated Certificate of Incorporation provides for a staggered Board of Directors, any Director, or the entire Board ofDirectors, may be removed only for cause, at a meeting called for that purpose.

Section 8.5 Staggered Board . At the Effective Time, the Directors shall be classified, with respect to thetime for which they shall hold their respective offices, by dividing them into three (3) classes, with each Directorthen in office to be designated as a Class I Director, a Class II Director or a Class III Director, with each class to beapportioned as nearly equal in number as possible. Directors shall be assigned to each class in accordance to aresolution or resolutions adopted by the Board of Directors. The initial Class I Directors shall serve for a termexpiring at the first annual meeting of stockholders of the Corporation following the Effective Time; the initial ClassII Directors shall serve for a term expiring at the second annual meeting of stockholders following the EffectiveTime; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholdersfollowing the Effective Time. At each annual meeting of stockholders beginning with the first annual meeting ofstockholders following the Effective Time, the successors of the class of Directors whose term expires at thatmeeting shall be elected to hold office for a term expiring at the third annual meeting of stockholders to be heldfollowing their election, with each Director in each such class to hold office until his or her successor is duly electedand qualified, subject to such Director’s earlier death, resignation or removal in accordance with Section 8.4 of thisAmended and Restated Certificate of Incorporation. The Board of Directors is authorized to assign each Directoralready in office at the Effective Time, as well as each Director elected or appointed to a newly created directorshipdue to an increase in the size of the Board of Directors, to Class I, Class II or Class III, provided that the classassignments of the initial CV Directors, the initial ML Directors and the initial ML RV Director (as such terms aredefined in the Voting Agreement) shall be as set forth in Section 3 of the Voting Agreement.

Section 8.6 Notice . Advance notice of stockholder nominations for election of Directors and otherbusiness to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by theBylaws.

Section 8.7 Committees . To the extent required by the Voting Agreement, (i) each committee designatedby the Board of Directors shall consist of no less than two (2) Directors, and (ii) the Board of Directors shall ensure,subject its fiduciary duties and the Voting Agreement, that the percentage of CV Directors and ML Directors (each asdefined in the Voting Agreement) appointed to serve on any such committee matches, as nearly as practical, thepercentage of CV Directors and ML Directors serving on the Board of Directors as a whole from time to time.

ARTICLE IX.

Any action required or permitted to be taken at any annual or special meeting of stockholders may be takenwithout a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the actionso taken, are signed by the holders of outstanding shares of the relevant class(es) or series of stock of the Corporationrepresenting not less than the minimum number of votes that would be necessary to authorize or take such action at ameeting at which all shares of stock of the Corporation then issued and outstanding (other than treasury

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stock) entitled to vote thereon were present and voted and delivered to the Corporation by delivery to its registeredoffice in Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of thebook in which proceedings of meetings of stockholders are recorded; provided , however , that, subject to the rightsof any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, andexcept as provided in Section 6.4, after the date on which the ML Related Parties beneficially own, directly orindirectly, in the aggregate less than twenty-seven and five-tenths percent (27.5%) of all Common Units issued andoutstanding, any action required or permitted to be taken by stockholders of the Corporation must be effected at aduly called annual or special meeting of the stockholders and may not be effected by written consent in lieu of ameeting.

ARTICLE X.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amendedand Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute and subject toobtaining any written approval(s) required under Section 4(b)(iv) of the Voting Agreement, and all rights conferredupon stockholders herein are granted subject to this reservation; provided , that any amendment to this Amended andRestated Certificate of Incorporation that gives holders of the Class B Common Stock and/or the Class C CommonStock (i) any rights to receive dividends or any other kind of distribution, (ii) any right to convert into or beexchanged for Class A Common Stock or (iii) any other economic rights shall, in addition to the affirmative vote ofthe holders of a majority of the voting power of all of the outstanding voting stock of the Corporation, be effectiveonly upon the affirmative vote of a majority of shares of Class A Common Stock voting separately as a class;provided , further , that after the date on which the ML Related Parties beneficially own, directly or indirectly, inthe aggregate less than twenty-seven and five-tenths percent (27.5%) of all of the outstanding Common Units, theaffirmative vote of the holders of Common Stock and Preferred Stock then outstanding representing sixty-six andtwo-thirds percent (66 2/3%) or more of the votes which all the holders of Common Stock and Preferred Stock wouldbe entitled to cast in any election of directors shall be required to amend, alter, change or repeal or to adopt anyprovision contained in this Amended and Restated Certificate of Incorporation. If any provision or provisions of thisAmended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied toany person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, thevalidity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions ofthis Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any sentenceof this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal orunenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision toother persons or entities and circumstances shall not in any way be affected or impaired thereby.

ARTICLE XI.

The Corporation is authorized to indemnify, and to advance expenses to, each current, former or prospectiveDirector, officer, employee or agent of the Corporation to the fullest extent permitted by Section 145 of theDGCL. To the fullest extent permitted by the laws of the State of Delaware, no Director shall be personally liable tothe Corporation or its stockholders for monetary

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damages for breach of fiduciary duty as a director. No amendment to, or modification or repeal of, this Article XIshall adversely affect any right or protection of a Director or of any officer, employee or agent of the Corporationexisting hereunder with respect to any act or omission occurring prior to such amendment, modification or repeal.

ARTICLE XII.

Section 12.1 Corporate Opportunity . To the fullest extent permitted by the laws of the State of Delaware,(a) the Corporation hereby renounces all interest and expectancy that it otherwise would be entitled to have in, andall rights to be offered an opportunity to participate in, any business opportunity that from time to time may bepresented to (i) the Board of Directors or any Director, (ii) any stockholder, officer or agent of the Corporation, or(iii) any Affiliate of any person or entity identified in the preceding clause (i) or (ii), but in each case excluding anysuch person in its capacity as an employee or Director of the Corporation or its subsidiaries; (b) no stockholder andno Director, in each case, that is not an employee of the Corporation or its subsidiaries, will have any duty to refrainfrom (i) engaging in a corporate opportunity in the same or similar lines of business in which the Corporation or itssubsidiaries from time to time is engaged or proposes to engage or (ii) otherwise competing, directly or indirectly,with the Corporation or any of its subsidiaries; and (c) if any stockholder or any Director, in each case, that is not anemployee of the Corporation or its subsidiaries, acquires knowledge of a potential transaction or other businessopportunity which may be a corporate opportunity both for such stockholder or such Director or any of theirrespective Affiliates, on the one hand, and for the Corporation or its subsidiaries, on the other hand, such stockholderor Director shall have no duty to communicate or offer such transaction or business opportunity to the Corporation orits subsidiaries and such stockholder or Director may take any and all such transactions or opportunities for itself oroffer such transactions or opportunities to any other person or entity. The preceding sentence of this Article XII shallnot apply to any potential transaction or business opportunity that is expressly offered to a Director or employee ofthe Corporation or its subsidiaries, solely in his or her capacity as a Director or employee of the Corporation or itssubsidiaries.

Section 12.2 Corporate Opportunity . To the fullest extent permitted by the laws of the State of Delaware,no potential transaction or business opportunity may be deemed to be a corporate opportunity of the Corporation orits subsidiaries unless (a) the Corporation or its subsidiaries would be permitted to undertake such transaction oropportunity in accordance with this Amended and Restated Certificate of Incorporation, (b) the Corporation or itssubsidiaries at such time have sufficient financial resources to undertake such transaction or opportunity (c) theCorporation or its subsidiaries have an interest or expectancy in such transaction or opportunity and (d) suchtransaction or opportunity would be in the same or similar line of business in which the Corporation or itssubsidiaries are then engaged or a line of business that is reasonably related to, or a reasonable extension of, such lineof business.

Section 12.3 Liability . No stockholder and no Director will be liable to the Corporation or its subsidiariesor stockholders for breach of any duty (contractual or otherwise) solely by reason of any activities or omissions ofthe types referred to in this Article XII , except to the extent such actions or omissions are in breach of this ArticleXII .

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ARTICLE XIII.

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery ofthe State of Delaware (the “ Court of Chancery ”) shall, to the fullest extent permitted by law, be the sole andexclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceedingbrought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by anyDirector, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) anyaction asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdictionon the Court of Chancery, or (iv) any action asserting a claim governed by the internal affairs doctrine. Any Personpurchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall bedeemed to have notice of and consented to the provisions of this Article XIII .

ARTICLE XIV.

Section 14.1 Section 203 of the DGCL . The Corporation expressly elects not to be governed by Section203 of the DGCL and the restrictions and limitations set forth therein.

Section 14.2 Interested Stockholder Transactions. Notwithstanding anything to the contrary set forth inthis Amended and Restated Certificate of Incorporation, the Corporation shall not engage in any BusinessCombination (as defined below) at any point in time at which the Corporation’s Common Stock is registered underSection 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, with any Interested Stockholder (asdefined below) for a period of three years following the time that such stockholder became an Interested Stockholder,unless:

(a) prior to such time, the Board of Directors approved either the Business Combination or thetransaction which resulted in such stockholder becoming an Interested Stockholder; or

(b) at or subsequent to such time the Business Combination is approved by the Board of Directorsand authorized at an annual or special meeting of stockholders by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of capital stock of the Corporation which is not owned by suchInterested Stockholder.

Section 14.3 Definitions . As used in this Amended and Restated Certificate of Incorporation, thefollowing terms shall have the following meaning:

(a) “ Affiliate ” means a Person that directly, or indirectly through one or more intermediaries,controls, or is controlled by, or is under common control with, another Person;

(b) “ Associate ,” when used to indicate a relationship with any person, means: (i) anycorporation, partnership, unincorporated association or other entity of which such person is a director, officer orpartner or is, directly or indirectly, the owner of 20% or more of any class of shares of voting stock of theCorporation; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to whichsuch person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or anyrelative of such spouse, who has the same residence as such person.

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(c) “ Business Combination ” means (i) any merger or consolidation of the Corporation or any

direct or indirect majority-owned subsidiary of the Corporation with the Interested Stockholder or (ii) any sale, lease,exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), exceptproportionately as a stockholder of the Corporation, to or with the Interested Stockholder, whether as part of adissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of theCorporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregatemarket value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value ofall the outstanding shares of capital stock of the Corporation.

(d) “ Control ,” including the terms “ controlling ,” “ controlled by ” and “ under common controlwith ,” means the possession, directly or indirectly, of the power to direct or cause the direction of the managementand policies of a Person, whether through the ownership of stock or other equity interests, by contract or otherwise.

(e) “ Interested Stockholder ” means any Person (other than the Corporation and any direct orindirect majority-owned subsidiary of the Corporation) that (i) is the owner of fifteen percent (15%) or more of theoutstanding shares of capital stock of the Corporation that are entitled to vote, or (ii) is an Affiliate of the Corporationand was the owner of fifteen percent (15%) or more of the outstanding shares of capital stock of the Corporation thatare entitled to vote at any time within the three-year period immediately prior to the date on which it is sought to bedetermined whether such Person is an Interested Stockholder, and the Affiliates and Associates of such Person.Notwithstanding anything in this Article XIV to the contrary, the term “ Interested Stockholder ” shall not include:(x) ML Related Parties or any of their Affiliates or Associates, (y) Crestview Holders or any of their Affiliates orAssociates, including any investment funds managed, directly or indirectly, by Crestview or any other Person withwhom any of the foregoing are acting as a group or in concert for the purpose of acquiring, holding, voting ordisposing of shares of capital stock of the Corporation, or (z) any Person who acquires voting stock of theCorporation directly from an ML Related Party or a Crestview Holder or any of their respective Affiliates, andexcluding, for the avoidance of doubt, any Person who acquires voting stock of the Corporation through a broker’stransaction executed on any securities exchange or other over-the-counter market or pursuant to an underwrittenpublic offering.

(f) “ Person ” means any individual, corporation, partnership, unincorporated association or otherentity.

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate ofIncorporation to be signed on this October 6, 2016.

CAMPING WORLD HOLDINGS, INC. By: /s/ Brent L. Moody Name: Brent L. Moody Title: Chief Operating and Legal Officer

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

CAMPING WORLD HOLDINGS, INC.

Dated as of October 6, 2016

CONTENTS

Page Article I. Meetings of Stockholders 1 Section 1.01 Place of Meetings 1 Section 1.02 Annual Meetings 1 Section 1.03 Special Meetings 1 Section 1.04 Notice of Meetings 1 Section 1.05 Adjournments 2 Section 1.06 Quorum 2 Section 1.07 Organization 2

Section 1.08 Voting; Proxies 3 Section 1.09 Fixing Date for Determination of Stockholders of Record 3 Section 1.10 List of Stockholders Entitled to Vote 4 Section 1.11 Action by Written Consent of Stockholders 5 Section 1.12 Inspectors of Election 5 Section 1.13 Conduct of Meetings 5 Section 1.14 Notice of Stockholder Business and Nominations 6 Section 1.15 Submission of Questionnaire, Representation and Agreement 11 Article II. Board of Directors 12 Section 2.01 Number; Tenure; Qualifications 12 Section 2.02 Election; Resignation; Removal; Vacancies 12 Section 2.03 Regular Meetings 12 Section 2.04 Special Meetings 12 Section 2.05 Telephonic Meetings Permitted 13 Section 2.06 Quorum; Vote Required for Action 13 Section 2.07 Organization 13 Section 2.08 Action by Unanimous Consent of Directors 13 Section 2.09 Compensation of Directors 13 Article III. Committees 13 Section 3.01 Committees 13 Section 3.02 Committee Rules 14 Article IV. Officers 14 Section 4.01 Officers 14 Section 4.02 Removal, Resignation and Vacancies 15 Section 4.03 Chairperson 15 Section 4.04 Chief Executive Officer 15 Section 4.05 Chief Financial Officer 15 Section 4.06 Chief Operating and Legal Officer 15 Section 4.07 Vice Presidents 15

Section 4.08 Treasurer 16 Section 4.09 Controller 16 Section 4.10 Secretary 16 Section 4.11 Appointing Attorneys and Agents; Voting Securities of Other Entities 16 Section 4.12 Additional Matters 17 Article V. Stock 17 Section 5.01 Certificates 17 Section 5.02 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates 17 Article VI. Indemnification and Advancement of Expenses 18 Section 6.01 Right to Indemnification 18 Section 6.02 Advancement of Expenses 18 Section 6.03 Claims 18 Section 6.04 Non-exclusivity of Rights 18 Section 6.05 Other Sources 19 Section 6.06 Amendment or Repeal 19 Section 6.07 Other Indemnification and Advancement of Expenses 19 Article VII. Miscellaneous 19 Section 7.01 Fiscal Year 19 Section 7.02 Seal 19 Section 7.03 Manner of Notice 19 Section 7.04 Waiver of Notice of Meetings of Stockholders, Directors and Committees 20 Section 7.05 Form of Records 20 Section 7.06 Amendment of Bylaws 20

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ARTICLE I.MEETINGS OF STOCKHOLDERS

Section 1.01 Place of Meetings . Meetings of stockholders of Camping World Holdings, Inc., a Delaware

corporation (the “ Corporation”; and such stockholders, the “ Stockholders”), may be held at any place, within orwithout the State of Delaware, as may be designated by the board of directors of the Corporation (the “ BoardofDirectors”). In the absence of such designation, meetings of Stockholders shall be held at the principal executiveoffice of the Corporation. The Board of Directors may, in its sole discretion, determine that a meeting ofStockholders shall not be held at any place, but may instead be held solely by means of remote communicationauthorized by and in accordance with Section 211(a) of the General Corporation Law of the State of Delaware.

Section 1.02 Annual Meetings . The annual meeting of Stockholders shall be held for the election of

directors at such date and time as may be designated by resolution of the Board of Directors from time to time. Anyother business as may be properly brought before the annual meeting may be transacted at the annual meeting. TheBoard of Directors may postpone, reschedule or cancel any annual meeting of Stockholders previously scheduled bythe Board of Directors.

Section 1.03 Special Meetings . Special meetings of Stockholders for any purpose or purposes may be

called only by the majority of the Board of Directors or the holders of a majority in voting power of the outstandingshares of capital stock of the Corporation (“ Stock”) for as long as the ML Related Parties (as defined in theAmended and Restated Certificate of Incorporation of the Corporation effective as of October 6, 2016 (as the samemay be further amended, restated, amended and restated or otherwise modified from time to time, the “ CertificateofIncorporation”)) beneficially own, directly or indirectly, twenty-seven and five-tenths percent (27.5%) or more ofall Common Units (as defined in the Certificate of Incorporation) issued and outstanding, and only by the majority ofthe Board of Directors if the ML Related Parties beneficially own, directly or indirectly, less than twenty-seven and-five tenths percent (27.5%) of all Common Units issued and outstanding. Special meetings validly called inaccordance with this Section 1.03 of these amended and restated bylaws adopted by the Board of Directors as ofOctober 6, 2016 (as the same may be further amended, restated, amended and restated or otherwise modified fromtime to time, these “ Bylaws”) may be held at such date and time as specified in the applicable notice. Businesstransacted at any special meeting of Stockholders shall be limited to the purposes stated in the notice. TheCorporation may postpone, reschedule or cancel any special meeting of Stockholders previously scheduled by thechairperson of the Board of Directors (the “ Chairperson”) or Board of Directors.

Section 1.04 Notice of Meetings . Whenever Stockholders are required or permitted to take any action at a

meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, themeans of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present inperson and vote at such meeting, the record date for determining the Stockholders entitled to vote at the meeting (ifsuch date is different from the record date for Stockholders entitled to notice of the meeting) and, in the case of aspecial meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, theCertificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than ten (10) nor morethan sixty (60) days before the date of the meeting to each Stockholder

entitled to vote at the meeting as of the record date for determining the Stockholders entitled to notice of themeeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postageprepaid, directed to the Stockholder at such Stockholder’s address as it appears on the records of the Corporation.

Section 1.05 Adjournments . Any meeting of Stockholders, annual or special, may be adjourned from

time to time by the chairperson of the meeting (or by the Stockholders in accordance with Section 1.06) to reconveneat the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time andplace, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting theCorporation may transact any business which might have been transacted at the original meeting. If the adjournmentis for more than thirty (30) days, a notice of the adjourned meeting shall be given to each Stockholder of recordentitled to vote at the meeting. If after the adjournment a new record date for determination of Stockholders entitledto vote is fixed for the adjourned meeting, the Board of Directors shall fix the record date for determiningStockholders entitled to notice of such adjourned meeting as provided in Section 1.09(a) of these Bylaws, and shallgive notice of the adjourned meeting to each Stockholder of record as of the record date so fixed for notice of suchadjourned meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail,postage prepaid, directed to the Stockholder at such Stockholder’s address as it appears on the records of theCorporation.

Section 1.06 Quorum . Except as otherwise provided by law, the Certificate of Incorporation or these

Bylaws, at each meeting of Stockholders the presence or participation in person or by remote communication, ifapplicable, or by proxy of the holders of a majority in voting power of the outstanding shares of Stock entitled tovote at the meeting shall be necessary and sufficient to constitute a quorum for the transaction of business. In theabsence of a quorum, then either (i) the chairperson of the meeting or (ii) a majority in voting power of theStockholders entitled to vote thereon, present in person, or by remote communication, if applicable, or represented byproxy, shall have the power to adjourn the meeting from time to time in the manner provided in Section 1.05 of theseBylaws until a quorum is present or represented. Shares of Stock belonging to the Corporation or to anothercorporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held,directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes;provided,however, that the foregoing shall not limit the right of the Corporation or any subsidiary of theCorporation to vote shares of Stock held by it in a fiduciary capacity. Where a separate vote by a class or classes orseries of capital stock is required by law or the Certificate of Incorporation, the holders of a majority in voting powerof the shares of such class or classes or series of the capital stock of the Corporation issued and outstanding andentitled to vote on such matter, present in person, or by remote communication, if applicable, or represented byproxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. A quorum, onceestablished at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

Section 1.07 Organization . Meetings of Stockholders shall be presided over by the Chairperson or by the

person whom the Chairperson shall appoint, or in the absence of such person or such appointment, by any ViceChairperson, if any, or in his or her absence by the Chief Executive Officer, or in his or her absence, by a persondesignated by the Board of Directors, or

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in the absence of such designation by a chairperson chosen at the meeting by vote of a majority of the Stockholderspresent or represented at the meeting and entitled to vote at the meeting (provided there is a quorum). The Secretaryshall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any personto act as secretary of the meeting.

Section 1.08 Voting; Proxies . Each Stockholder entitled to vote at any meeting of Stockholders shall be

entitled to the number of votes, if any, for each share of Stock held of record by such Stockholder which has votingpower upon the matter in question that is set forth in the Certificate of Incorporation. Each Stockholder entitled tovote at a meeting of Stockholders or express consent to corporate action in writing without a meeting (if permitted bythe Certificate of Incorporation) may authorize another person or persons to act for such Stockholder by proxy, butno such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longerperiod. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with aninterest sufficient in law to support an irrevocable power. A Stockholder may revoke any proxy which is notirrevocable by attending the meeting and voting in person (or by means remote communication, if applicable) or bydelivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings ofStockholders need not be by written ballot. Unless otherwise provided in the Certificate of Incorporation, at allmeetings of Stockholders for the election of directors at which a quorum is present a plurality of the votes cast shallbe sufficient to elect directors. All other elections and questions presented to the Stockholders at a meeting at whicha quorum is present shall be decided by the affirmative vote of the holders of a majority in voting power of the sharesof Stock which are present in person or by proxy and entitled to vote thereon, unless a different or minimum vote isrequired by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicableto the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities inwhich case such different or minimum vote shall be the applicable vote on the matter.

Section 1.09 Fixing Date for Determination of Stockholders of Record . (a) In order that the Corporation may determine the Stockholders entitled to notice of any meeting of

Stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and whichrecord date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before thedate of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determiningthe Stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes suchrecord date, that a later date on or before the date of the meeting shall be the date for making such determination. Ifno record date is fixed by the Board of Directors, the record date for determining Stockholders entitled to notice of orto vote at a meeting of Stockholders shall be at the close of business on the day next preceding the day on whichnotice is given, or, if notice is waived, at the close of business on the day next preceding the day on which themeeting is held. A determination of Stockholders of record entitled to notice of or to vote at a meeting ofStockholders shall apply to any adjournment of the meeting; provided,however, that the Board of Directors may fixa new record date for determination of Stockholders entitled to vote at the adjourned meeting, and in such case shallalso fix as the record date for Stockholders entitled to

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notice of such adjourned meeting the same or an earlier date as that fixed for determination of Stockholders entitledto vote in accordance herewith at the adjourned meeting.

(b) In order that the Corporation may determine the Stockholders entitled to receive payment of any

dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change,conversion or exchange of Stock or for the purpose of any other lawful action, the Board of Directors may fix arecord date, which record date shall not precede the date upon which the resolution fixing the record date is adopted,and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, therecord date for determining Stockholders for any such purpose shall be at the close of business on the day on whichthe Board of Directors adopts the resolution relating thereto.

(c) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may

determine the Stockholders entitled to express consent to corporate action in writing without a meeting, the Board ofDirectors may fix a record date, which record date shall not precede the date upon which the resolution fixing therecord date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after thedate upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date fordetermining Stockholders entitled to express consent to corporate action in writing without a meeting is fixed by theBoard of Directors, (i) when no prior action of the Board of Directors is required by law or the Certificate ofIncorporation, the record date for such purpose shall be the first date on which a signed written consent setting forththe action taken or proposed to be taken is delivered to the Corporation (or an officer or agent of the Corporationhaving custody of the book in which proceedings of meetings of Stockholders are recorded) in accordance withapplicable law, and (ii) if prior action by the Board of Directors is required by law or the Certificate of Incorporation,the record date for such purpose shall be at the close of business on the day on which the Board of Directors adoptsthe resolution taking such prior action.

Section 1.10 List of Stockholders Entitled to Vote . The officer who has charge of the stock ledger of the

Corporation shall prepare and make, at least ten (10) days before every meeting of Stockholders, a complete list ofthe Stockholders entitled to vote at the meeting ( provided,however, if the record date for determining theStockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect theStockholders entitled to vote as of a date that is no more than ten (10) days before the meeting date), arranged inalphabetical order, and showing the address of each Stockholder and the number of shares registered in the name ofeach Stockholder as of the record date (or such other date). Such list shall be open to the examination of anyStockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonablyaccessible electronic network, providedthat the information required to gain access to such list is provided with thenotice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. If themeeting is to be held at a place, then a list of Stockholders entitled to vote at the meeting shall be produced and keptat the time and place of the meeting during the whole time thereof and may be examined by any Stockholder who ispresent. If the meeting is to be held solely by means of remote communication, then the list shall also be open to theexamination of any Stockholder during the whole time of the meeting on a reasonably accessible electronic network,and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise

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provided by law, the stock ledger shall be the only evidence as to who are the Stockholders entitled to examine thelist of Stockholders required by this Section 1.10 or to vote in person or by proxy at any meeting of Stockholders.

Section 1.11 Action by Written Consent of Stockholders . Any action required or permitted to be taken at

any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without avote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstandingshares of the relevant class(es) or series of stock of the Corporation representing not less than the minimum numberof votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of theCorporation then issued and outstanding (other than treasury stock) entitled to vote thereon were present and votedand delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or toan officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholdersare recorded; provided,however, that, subject to the rights of any series of preferred stock, par value $0.01 per shareof the Corporation (“ PreferredStock”) permitting the holders of such series of Preferred Stock to act by writtenconsent, and except as otherwise provided in Section 6.4 of the Certificate of Incorporation, after the date on whichthe ML Related Parties beneficially own, directly or indirectly, less than twenty-seven and five-tenths percent(27.5%) of all Common Units issued and outstanding, any action required or permitted to be taken by stockholders ofthe Corporation must be effected at a duly called annual or special meeting of the stockholders and may not beeffected by written consent in lieu of a meeting.

Section 1.12 Inspectors of Election . The Corporation may, and shall if required by law, in advance of any

meeting of Stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, toact at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designateone or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector soappointed or designated is able to act at a meeting of Stockholders, the person presiding at the meeting shall appointone or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties,shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to thebest of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number ofshares of Stock outstanding and the voting power of each such share, (ii) determine the shares of Stock represented atthe meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for areasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v)certify their determination of the number of shares of Stock represented at the meeting and such inspectors’ count ofall votes and ballots. Such certification and report shall specify such other information as may be required by law. Indetermining the validity and counting of proxies and ballots cast at any meeting of Stockholders, the inspectors mayconsider such information as is permitted by applicable law. No person who is a candidate for an office at anelection may serve as an inspector at such election.

Section 1.13 Conduct of Meetings . The date and time of the opening and the closing of the polls for each

matter upon which the Stockholders will vote at a meeting shall be announced at the meeting by the person presidingover the meeting. After the polls close, no ballots, proxies

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or votes or any revocations or changes thereto may be accepted. The Board of Directors may adopt by resolutionsuch rules and regulations for the conduct of the meeting of Stockholders as it shall deem appropriate. Except to theextent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding overany meeting of Stockholders shall have the right and authority to convene and (for any or no reason) to recess and/oradjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment ofsuch presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures,whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include,without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rulesand procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance ator participation in the meeting to Stockholders entitled to vote at the meeting, their duly authorized and constitutedproxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to themeeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions orcomments by participants. The presiding person at any meeting of Stockholders, in addition to making any otherdeterminations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine anddeclare to the meeting that a matter or business was not properly brought before the meeting and if such presidingperson should so determine, such presiding person shall so declare to the meeting and any such matter or businessnot properly brought before the meeting shall not be transacted or considered. Unless and to the extent determinedby the Board of Directors or the person presiding over the meeting, meetings of Stockholders shall not be required tobe held in accordance with the rules of parliamentary procedure.

Section 1.14 Notice of Stockholder Business and Nominations . (a) AnnualMeetingsofStockholders.

(i) Nominations of persons for election to the Board of Directors and the proposal of other

business to be considered by the Stockholders may be made at an annual meeting of Stockholders only (A)pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of theBoard of Directors or the nominating and corporate governance committee thereof, (C) by or at the directionof any party to that certain voting agreement, dated as of October 6, 2016, by and among the Corporation andthe other persons party thereto (as may be amended from time to time, the “ Voting Agreement ”), providedthe Voting Agreement remains in effect and only to the extent permitted by, and subject to any limitations setforth in, Section 1 and Section 2 thereof, or (D) by any Stockholder who was a Stockholder of record at thetime the notice provided for in this Section 1.14 is delivered to the Secretary, who is entitled to vote at themeeting and who complies with the notice procedures set forth in this Section 1.14.

(ii) For any nominations or other business to be properly brought before an annual meeting by a

Stockholder pursuant to Section 1.14(a)(i)(C) of these Bylaws, the Stockholder must have given timely noticethereof in writing to the Secretary and any such proposed business (other than the nominations of persons forelection to the Board of

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Directors) must constitute a proper matter for Stockholder action. To be timely, a Stockholder’s notice shallbe delivered to the Secretary at the principal executive offices of the Corporation not later than the close ofbusiness on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth(120th) day, prior to the first anniversary of the preceding year’s annual meeting; provided,however, that (x)in the case of the first annual meeting following the closing of the Corporation’s initial public offering or (y)in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70)days after such anniversary date, in each case, notice by the Stockholder must be so delivered not earlier thanthe close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later thanthe close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th)day following the day on which public announcement of the date of such meeting is first made by theCorporation). In no event shall the public announcement of an adjournment or postponement of an annualmeeting commence a new time period (or extend any time period) for the giving of a Stockholder’s notice asdescribed above. To be in proper form, such Stockholder’s notice must:

(A) as to each person whom the Stockholder proposes to nominate for election as a director of the

Corporation, set forth (I) as to each proposed nominee (1) such person’s name, age, businessaddress and, if known, residence address, (2) such person’s principal occupation oremployment, (3) the class and series and number of shares of stock of the Corporation thatare, directly or indirectly, owned, beneficially or of record, by such person, (4) a descriptionof all direct and indirect compensation and other material monetary agreements, arrangementsand understandings during the past three years, and any other material relationships, betweenor among (x) the Stockholder, the beneficial owner, if any, on whose behalf the nomination isbeing made and the respective affiliates and associates of, or others acting in concert with,such Stockholder and such beneficial owner, on the one hand, and (y) each proposed nominee,and his or her respective affiliates and associates, or others acting in concert with suchnominee(s), on the other hand, including all information that would be required to bedisclosed pursuant to Item 404 of Regulation S-K if the Stockholder making the nominationand any beneficial owner on whose behalf the nomination is made or any affiliate or associatethereof or person acting in concert therewith were the “registrant” for purposes of such Itemand the proposed nominee were a director or executive officer of such registrant, (II) all otherinformation relating to such person that is required to be disclosed in solicitations of proxiesfor election of directors in an election contest, or is otherwise required, in each case pursuantto and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended(the “ ExchangeAct”), and the rules and regulations promulgated thereunder, and (III) suchperson’s written consent to being named in the proxy statement as a nominee and to serving asa director of the Corporation if elected;

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(B) with respect to each nominee for election or reelection to the Board of Directors, include thecompleted and signed questionnaire, representation and agreement required by Section 1.15 ofthese Bylaws;

(C) as to any other business that the Stockholder proposes to bring before the meeting, set forth a

brief description of the business desired to be brought before the meeting, the text of theproposal or business (including the text of any resolutions proposed for consideration and inthe event that such business includes a proposal to amend these Bylaws, the language of theproposed amendment), the reasons for conducting such business at the meeting and anymaterial interest in such business of such Stockholder and the beneficial owner, if any, onwhose behalf the proposal is made; and

(D) as to the Stockholder giving the notice and the beneficial owner, if any, on whose behalf the

nomination or proposal is made, set forth (I) the name and address of such Stockholder, asthey appear on the Corporation’s books, and of such beneficial owner, (II) the class or seriesand number of shares of Stock which are owned beneficially and of record by suchStockholder and such beneficial owner, (III) a description of any agreement, arrangement orunderstanding with respect to the nomination or proposal between or among such Stockholderand/or such beneficial owner, any of their respective affiliates or associates, and any othersacting in concert with any of the foregoing, including, in the case of a nomination, thenominee, (IV) a description of any agreement, arrangement or understanding (including anyderivative or short positions, profit interests, options, warrants, convertible securities, stockappreciation or similar rights, hedging transactions, and borrowed or loaned shares) that hasbeen entered into as of the date of the Stockholder’s notice by, or on behalf of, suchStockholder and such beneficial owners, whether or not such instrument or right shall besubject to settlement in underlying shares of Stock, the effect or intent of which is to mitigateloss to, manage risk or benefit of share price changes for, or increase or decrease the votingpower of, such Stockholder or such beneficial owner, with respect to securities of theCorporation, (V) a representation that the Stockholder is a holder of record of Stock entitledto vote at such meeting and intends to appear in person (or by means of remotecommunication, if applicable) or by proxy at the meeting to propose such business ornomination, (VI) a representation whether the Stockholder or the beneficial owner, if any,intends or is part of a group which intends (x) to deliver a proxy statement and/or form ofproxy to holders of at least the percentage of outstanding Stock required to approve or adoptthe proposal or elect the nominee and/or (y) otherwise to solicit proxies or votes fromStockholders in support of such proposal or nomination, and (VII) any other informationrelating to such Stockholder and beneficial owner, if any, required to be disclosed in a proxystatement or other filings required to be made in connection with solicitations of proxies for,as applicable, the proposal and/or for the election of directors in an election contest pursuant

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to and in accordance with Section 14(a) of the Exchange Act and the rules and regulationspromulgated thereunder.

The foregoing notice requirements of this Section 1.14(a) shall be deemed satisfied by a Stockholder withrespect to business other than a nomination for election as a director of the Corporation if the Stockholder hasnotified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliancewith applicable rules and regulations promulgated under the Exchange Act and such Stockholder’s proposalhas been included in a proxy statement that has been prepared by the Corporation to solicit proxies for suchannual meeting. The Corporation may require any proposed nominee for election as a director of theCorporation to furnish such other information as the Corporation may reasonably require to determine theeligibility of such proposed nominee to serve as a director of the Corporation. A Stockholder shall not havecomplied with this Section 1.14(a)(ii) if the Stockholder (or beneficial owner, if any, on whose behalf thenomination is made) solicits or does not solicit, as the case may be, proxies or votes in support of suchStockholder's nominee in contravention of the representations with respect thereto required by this Section1.14(a)(ii).

(iii) Notwithstanding anything in the second sentence of Section 1.14(a)(ii) of these Bylaws to the

contrary, in the event that the number of directors to be elected to the Board of Directors at the annualmeeting is increased effective after the time period for which nominations would otherwise be due underSection 1.14(a)(ii) of these Bylaws and there is no public announcement by the Corporation naming thenominees for the additional directorships at least one hundred (100) days prior to the first anniversary of thepreceding year’s annual meeting, a Stockholder’s notice required by this Section 1.14 shall also be consideredtimely, but only with respect to nominees for the additional directorships, if it shall be delivered to theSecretary at the principal executive offices of the Corporation not later than the close of business on the tenth(10th) day following the day on which such public announcement is first made by the Corporation. (b) Special Meetings of Stockholders . Except to the extent required by law, special meetings of

Stockholders may be called only in accordance with Section 1.03 of these Bylaws. Only such business shall beconducted at a special meeting of Stockholders as shall have been brought before the meeting pursuant to theCorporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at aspecial meeting of Stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting(1) by or at the direction of the Board of Directors or the nominating and corporate governance committee thereof or(2) provided that the Board of Directors has determined that directors shall be elected at such meeting, by anyStockholder who is a Stockholder of record at the time the notice provided for in this Section 1.14 is delivered to theSecretary, who is entitled to vote at the meeting and upon such election and who complies with the notice proceduresset forth in this Section 1.14. In the event the Corporation calls a special meeting of Stockholders for the purpose ofelecting one or more directors to the Board of Directors, any such Stockholder entitled to vote in such election ofdirectors may nominate a person or persons (as the case may be) for election to such position(s) as specified in theCorporation’s notice of meeting, if the Stockholder delivers a notice that includes all of the information required bySection 1.14(a)(ii) of these Bylaws (including the completed and

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signed questionnaire, representation and agreement required by Section 1.15 of these Bylaws and any otherinformation, documents, affidavits, or certifications required by the Corporation) to the Secretary at the principalexecutive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) dayprior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior tosuch special meeting or the tenth (10th) day following the day on which public announcement is first made of thedate of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Inno event shall the public announcement of an adjournment or postponement of a special meeting commence a newtime period (or extend any time period) for the giving of a Stockholder’s notice as described above.

(c) General.

(i) Except as otherwise expressly provided in any applicable rule or regulation promulgated under

the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in thisSection 1.14 shall be eligible to be elected at an annual or special meeting of Stockholders to serve asdirectors and only such business shall be conducted at a meeting of Stockholders as shall have been broughtbefore the meeting in accordance with the procedures set forth in this Section 1.14. Except as otherwiseprovided by law, the chairperson of the meeting shall have the power and duty (A) to determine whether anomination or any business proposed to be brought before the meeting was made or proposed, as the casemay be, in accordance with the procedures set forth in this Section 1.14 (including whether the Stockholder orbeneficial owner, if any, on whose behalf the nomination or proposal is made or solicited (or is part of agroup which solicited) or did not so solicit, as the case may be, proxies or votes in support of suchStockholder’s nominee or proposal in compliance with such Stockholder’s representation as required bySection 1.14(a)(ii)(D)(VI) of these Bylaws) and (B) if any proposed nomination or business was not made orproposed in compliance with this Section 1.14, to declare that such nomination shall be disregarded or thatsuch proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section1.14, unless otherwise required by law, if the Stockholder (or a qualified representative of the Stockholder)does not appear at the annual or special meeting of Stockholders to present a nomination or proposedbusiness, such nomination shall be disregarded and such proposed business shall not be transacted,notwithstanding that proxies in respect of such vote may have been received by the Corporation. Forpurposes of this Section 1.14, to be considered a qualified representative of the Stockholder, a person must bea duly authorized officer, manager or partner of such Stockholder or must be authorized by a writing executedby such Stockholder or an electronic transmission delivered by such Stockholder to act for such Stockholderas proxy at the meeting of Stockholders and such person must produce such writing or electronictransmission, or a reliable reproduction of the writing or electronic transmission, at the meeting ofStockholders.

(ii) For purposes of this Section 1.14, “ publicannouncement” shall include disclosure in a press

release reported by the Dow Jones News Service, Associated Press or other national news service or in adocument publicly filed by the Corporation with the

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Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rulesand regulations promulgated thereunder.

(iii) Notwithstanding the foregoing provisions of this Section 1.14, a Stockholder shall also

comply with all applicable requirements of the Exchange Act and the rules and regulations promulgatedthereunder with respect to the matters set forth in this Section 1.14; provided,however, that any references inthese Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to andshall not limit any requirements applicable to nominations or proposals as to any other business to beconsidered pursuant to this Section 1.14 (including clause (a)(i)(C) hereof and clause (b) hereof), andcompliance with clauses (a)(i)(C) and (b) of this Section 1.14 shall be the exclusive means for a Stockholderto make nominations or submit other business (other than, as provided in the penultimate sentence of clause(a)(ii) hereof, business other than nominations brought properly under and in compliance with Rule 14a-8promulgated under the Exchange Act, as may be amended from time to time). Nothing in this Section 1.14shall be deemed to affect any rights (x) of Stockholders to request inclusion of proposals or nominations inthe Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under theExchange Act or (y) of the holders of any series of Preferred Stock to elect directors pursuant to anyapplicable provisions of the Certificate of Incorporation. Except as otherwise required by law, nothing in thisSection 1.14 shall obligate the Corporation or the Board of Directors to include in any proxy statement orother stockholder communication distributed on behalf of the Corporation or the Board of Directorsinformation with respect to any nominee for director or any proposal submitted by a stockholder. Section 1.15 Submission of Questionnaire, Representation and Agreement . To be eligible to be a nominee

for election or reelection as a director of the Corporation, the candidate for nomination must have previouslydelivered (in accordance with the time periods prescribed for delivery of notice under Section 1.14 of these Bylaws),to the Secretary at the principal executive offices of the Corporation, (a) a completed written questionnaire (in a formprovided by the Corporation) with respect to the background, qualifications, stock ownership and independence ofsuch proposed nominee and (b) a written representation and agreement (in form provided by the Corporation) thatsuch candidate for nomination (i) is not and, if elected as a director during his or her term of office, will not become aparty to (A) any agreement, arrangement or understanding with, and has not given and will not give any commitmentor assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation,will act or vote on any issue or question (a “ VotingCommitment”) or (B) any Voting Commitment that could limitor interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with suchproposed nominee’s fiduciary duties under applicable law, (ii) is not, and will not become a party to, any agreement,arrangement or understanding with any person or entity other than the Corporation with respect to any direct orindirect compensation or reimbursement for service as a director and (iii) if elected as a director of the Corporation,will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership andtrading and other policies and guidelines of the Corporation applicable to directors and in effect during such person’sterm in office as a director of the Corporation (and, if requested by any candidate

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for nomination, the Secretary shall provide to such candidate for nomination all such policies and guidelines then ineffect).

ARTICLE II.

BOARD OF DIRECTORS Section 2.01 Number; Tenure; Qualifications . Subject to the Certificate of Incorporation, the rights of

holders of any series of Preferred Stock to elect directors and the Voting Agreement, the total number of directorsconstituting the entire Board of Directors shall be fixed from time to time exclusively by resolutions adopted by theBoard of Directors. The directors shall be classified in the manner provided in the Certificate of Incorporation. Eachdirector shall hold office until such time as provided in the Certificate of Incorporation. Directors need not beStockholders.

Section 2.02 Election; Resignation; Removal; Vacancies . Except as otherwise provided in the Certificate

of Incorporation or these Bylaws, directors shall be elected at the annual meeting of Stockholders by suchStockholders as have the right to vote on such election. Any director may resign at any time upon written orelectronic notice to the Corporation. Such resignation shall be effective upon delivery unless it is specified to beeffective at some later time or upon the happening of some later event. Subject to the rights of holders of any seriesof Preferred Stock, directors of the Corporation may be removed only as expressly provided in the Certificate ofIncorporation. Except as otherwise required by law and subject to the rights of the holders of any series of PreferredStock then outstanding, unless the Board of Directors otherwise determines, newly created directorships resultingfrom any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from thedeath, resignation, retirement, disqualification, removal from office or other cause shall be filled only by a majorityvote of the directors then in office, though less than a quorum, or by a sole remaining director entitled to votethereon, and not by the Stockholders. Any director so chosen shall hold office until the next election of the class forwhich such director shall have been chosen and until his successor shall be elected and qualified.

Section 2.03 Regular Meetings . Regular meetings of the Board of Directors may be held at such places, if

any, within or without the State of Delaware and at such times as the Board of Directors may from time to timedetermine; provided that any director who is absent when such a determination is made shall be given notice of thedetermination.

Section 2.04 Special Meetings . Special meetings of the Board of Directors may be held at any time or

place, if any, within or without the State of Delaware whenever called by the Chairperson, the Chief ExecutiveOfficer or a majority of the authorized number of directors. Notice to directors of the date, place and time of anyspecial meeting of the Board of Directors shall be given to each director by the Secretary or by the officer or one ofthe directors calling the meeting. Notice may be given in person, by mail or by e-mail, telephone, telecopier or othermeans of electronic transmission. If the notice is delivered in person, by e-mail, telephone, telecopier or other meansof electronic transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of holding ofthe meeting. If the notice is sent by mail, it shall be deposited in the United States mail at least four (4) days beforethe time of the holding of the meeting.

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Section 2.05 Telephonic Meetings Permitted . Members of the Board of Directors, or any committeedesignated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or othercommunications equipment by means of which all persons participating in the meeting can hear each other, andparticipation in a meeting pursuant to this Section 2.05 shall constitute presence in person at such meeting.

Section 2.06 Quorum; Vote Required for Action . At all meetings of the Board of Directors a majority of

the number of directors fixed by the Board of Directors pursuant to Section 2.01 shall constitute a quorum for thetransaction of business; providedthat, solely for the purposes of filling vacancies pursuant to Section 2.02 of theseBylaws, a meeting of the Board of Directors may be held if a majority of the directors then in office participate insuch meeting. Except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwiseprovides, a majority of the votes entitled to be cast by the directors present at a meeting duly held at which a quorumis present shall be the act of the Board of Directors.

Section 2.07 Organization . Meetings of the Board of Directors shall be presided over by the Chairperson,

or in his or her absence by the person whom the Chairperson shall appoint, or in the absence of the foregoing personsby a chairperson chosen at the meeting by the affirmative vote of a majority of the directors present at themeeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meetingmay appoint any person to act as secretary of the meeting.

Section 2.08 Action by Unanimous Consent of Directors . Unless otherwise restricted by the Certificate of

Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors,or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or suchcommittee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings orelectronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committee inaccordance with applicable law.

Section 2.09 Compensation of Directors . Unless otherwise restricted by the Certificate of Incorporation

or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directorsmay be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixedsum for attendance at each meeting of the Board of Directors or a stated salary or other compensation as adirector. No such payment shall preclude any director from serving the Corporation in any other capacity andreceiving compensation therefor. Members of special or standing committees may be allowed like compensation forattending committee meetings. Any director of the Corporation may decline any or all such compensation payable tosuch director in his or her discretion.

ARTICLE III.

COMMITTEES Section 3.01 Committees . The Board of Directors may designate one or more committees, each

committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate oneor more directors as alternate members of any committee,

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who may replace any absent or disqualified member at any meeting of such committee. In the absence ordisqualification of a member of any committee, the member or members thereof present at any meeting and notdisqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint anothermember of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Anysuch committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors,shall have and may exercise all the powers and authority of the Board of Directors in the management of the businessand affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which mayrequire it. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of theBoard of Directors designating the committee, a committee may create one or more subcommittees, eachsubcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of thepowers and authority of the committee. Except as otherwise provided in the Certificate of Incorporation, theseBylaws, or the resolution of the Board of Directors designating the committee (or resolution of the committeedesignating the subcommittee, if applicable), a majority of the directors then serving on a committee orsubcommittee shall constitute a quorum for the transaction of business, and the vote of a majority of the members ofthe committee or subcommittee present at a meeting at which a quorum is present shall be the act of the committee orsubcommittee.

Section 3.02 Committee Rules . Unless the Board of Directors otherwise provides, each committee

designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absenceof such rules each committee shall conduct its business in the same manner as the Board of Directors conducts itsbusiness pursuant to Article II of these Bylaws.

ARTICLE IV.

OFFICERS Section 4.01 Officers . The officers of the Corporation shall consist of a chief executive officer (the “

ChiefExecutiveOfficer”), a chief financial officer (the “ ChiefFinancialOfficer”), a chief operating and legalofficer (the “ ChiefOperatingandLegalOfficer”), one or more vice presidents (each, a “ VicePresident”), aSecretary (the “ Secretary”), a treasurer (the “ Treasurer”), a controller (the “ Controller”) and such other officerswith such other titles as the Board of Directors may from time to time determine, including a Chairperson, each ofwhom shall be appointed by the Board of Directors, each to have such authority, functions or duties as set forth inthese Bylaws or as determined by the Board of Directors. Subject to obtaining any written approval(s) under Section4(a) of the Voting Agreement in connection with the appointment of the chief executive officer of the Corporation,each officer shall be chosen by the Board of Directors and shall hold office for such term as may be prescribed by theBoard of Directors and until such person’s successor shall have been duly chosen and qualified, or until suchperson’s earlier death, disqualification, resignation or removal. The Board of Directors, in its discretion, from timeto time may determine not to appoint one or more of the officers identified in the first sentence of this Section 4.01 orto leave such officer position vacant. Any number of offices may be held by the same person.

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Section 4.02 Removal, Resignation and Vacancies . Any officer of the Corporation may be removed, withor without cause, by the Board of Directors, without prejudice to the rights, if any, of such officer under any contractto which it is a party. Any officer may resign at any time upon written or electronic notice to the Corporation,without prejudice to the rights, if any, of the Corporation under any contract to which such officer is a party. If anyvacancy occurs in any office of the Corporation, the Board of Directors may appoint a successor to fill such vacancyfor the remainder of the unexpired term and until a successor shall have been duly chosen and qualified or until suchofficer’s earlier death, resignation, disqualification or removal.

Section 4.03 Chairperson . The Board of Directors may appoint from its members a Chairperson of the

Board of Directors, and as such shall be deemed an officer of the Corporation. The Board of Directors may, in itssole discretion, from time to time appoint one or more vice chairpersons (each, a “ ViceChairperson”) each ofwhom as such shall be deemed an officer of the Corporation and shall report directly to the Chairperson.

Section 4.04 Chief Executive Officer . The Chief Executive Officer shall have general supervision and

direction of the business and affairs of the Corporation, shall be responsible for corporate policy and strategy, andshall report directly to the Board of Directors. Unless otherwise provided in these Bylaws, all other officers of theCorporation shall report directly to the Chief Executive Officer or as otherwise determined by the Chief ExecutiveOfficer. The Chief Executive Officer shall, if present and in the absence of the Chairperson or any Vice Chairperson,preside at meetings of the Stockholders and of the Board of Directors.

Section 4.05 Chief Financial Officer . The Chief Financial Officer shall exercise all the powers and

perform the duties of the office of the chief financial officer and in general have overall supervision of the financialoperations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the otherofficers of the Corporation and shall perform such other duties as such officer may agree with the Chief ExecutiveOfficer or as the Board of Directors may from time to time determine.

Section 4.06 Chief Operating and Legal Officer . The Chief Operating and Legal Officer shall exercise all

the powers and perform the duties of the office of the chief operating officer and shall be responsible for themanagement and control of the operations of the Corporation. The Chief Operating and Legal Officer shall have thepower to affix the signature of the Corporation to all contracts that have been authorized by the Board of Directors orthe Chief Executive Officer. Chief Operating and Legal Officer shall, when requested, counsel with and advise theother officers of the Corporation and shall perform such other duties as such officer may agree with the ChiefExecutive Officer or as the Board of Directors may from time to time determine.

Section 4.07 Vice Presidents . The Vice President shall have such powers and duties as shall be prescribed

by his or her superior officer or the Chief Executive Officer. A Vice President shall, when requested, counsel withand advise the other officers of the Corporation and shall perform such other duties as such officer may agree withthe Chief Executive Officer or as the Board of Directors may from time to time determine. In accordance withSections 4.01 and 4.12 of these Bylaws, the Board of Directors, the Chief Executive Officer and/or the ChiefFinancial Officer may, in his, her or their discretion, from time to time appoint one or more executive vice

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presidents of the Corporation (each, an “ ExecutiveVicePresident”) and/or assistant vice presidents of theCorporation (each, an “ AssistantVicePresident”).

Section 4.08 Treasurer . The Treasurer shall supervise and be responsible for all the funds and securities

of the Corporation, the deposit of all moneys and other valuables to the credit of the Corporation in depositories ofthe Corporation, borrowings and compliance with the provisions of all indentures, agreements and instrumentsgoverning such borrowings to which the Corporation is a party, the disbursement of funds of the Corporation and theinvestment of its funds, and in general shall perform all of the duties incident to the office of the Treasurer. TheTreasurer shall report to the Chief Financial Officer and, when requested, counsel with and advise the other officersof the Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer,the Chief Financial Officer or as the Board of Directors may from time to time determine. In accordance withSections 4.01 and 4.12 of these Bylaws, the Board of Directors, the Chief Executive Officer, the Chief FinancialOfficer and/or Chief Operating and Legal Officer may, in his, her or their discretion, from time to time appoint oneor more assistant treasurers of the Corporation (each, an “ AssistantTreasurer”).

Section 4.09 Controller . The Controller shall report to the Chief Financial Officer and, when requested,

counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer mayagree with the Chief Executive Officer or the Chief Financial Officer or as the Board of Directors may from time totime determine.

Section 4.10 Secretary . The powers and duties of the Secretary are: (i) to act as Secretary at all meetings

of the Board of Directors, of the committees of the Board of Directors and of the Stockholders and to record theproceedings of such meetings in a book or books to be kept for that purpose; (ii) to see that all notices required to begiven by the Corporation are duly given and served; (iii) to act as custodian of the seal of the Corporation and affixthe seal or cause it to be affixed to all certificates of Stock and to all documents, the execution of which on behalf ofthe Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; (iv) to havecharge of the books, records and papers of the Corporation and see that the reports, statements and other documentsrequired by law to be kept and filed are properly kept and filed; and (v) to perform all of the duties incident to theoffice of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of theCorporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as theBoard of Directors may from time to time determine. In accordance with Sections 4.01 and 4.12 of these Bylaws, theBoard of Directors, the Chief Executive Officer, the Chief Financial Officer and/or Chief Operating and LegalOfficer may, in his, her or their discretion, from time to time appoint one or more assistant secretaries of theCorporation (each, an “ AssistantSecretary”).

Section 4.11 Appointing Attorneys and Agents; Voting Securities of Other Entities . Unless otherwise

provided by resolution adopted by the Board of Directors, the Chairperson, any Vice Chairperson, the ChiefExecutive Officer, the Chief Financial Officer or the Chief Operating and Legal Officer may from time to timeappoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation,to (a) cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in anyother corporation or other entity, any of whose stock or other securities may be held by the Corporation,

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at meetings of the holders of the stock or other securities of such other corporation or other entity, or to consent inwriting, in the name of the Corporation as such holder, to any action by such other corporation or other entity, andmay instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, andmay execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal orotherwise, all such written proxies or other instruments as he or she may deem necessary or proper and (b) exercisethe rights of the Corporation in its capacity as a general partner of a partnership or in its capacity as a managingmember of a limited liability company as to which the Corporation, in such capacity, is entitled to exercise pursuantto the applicable partnership agreement or limited liability company operating agreement, including withoutlimitation to take or refrain from taking any action, or to consent in writing, in each case in the name of theCorporation as such general partner or managing member, to any action by such partnership or limited liabilitycompany, and may instruct the person or persons so appointed as to the manner of taking such actions or giving suchconsents, and may execute or cause to be executed in the name and on behalf of the Corporation and under itscorporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary orproper. Unless otherwise provided by resolution adopted by the Board of Directors, any of the rights set forth in thisSection 4.11 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson, aVice Chairperson, the Chief Executive Officer, the Chief Financial Officer or the Chief Operating and Legal Officer.

Section 4.12 Additional Matters . The Chief Executive Officer, the Chief Financial Officer and the Chief

Operating and Legal Officer shall have the authority to designate employees of the Corporation to have the title ofExecutive Vice President, Vice President, Assistant Vice President, Assistant Treasurer or Assistant Secretary. Anyemployee so designated shall have the powers and duties determined by the officer making such designation. Aperson designated as an Executive Vice President, Vice President, Assistant Vice President, Assistant Treasurer orAssistant Secretary shall not be deemed to be an officer of the Corporation for the purposes of Article VI of theseBylaws unless the Board of Directors has adopted a resolution approving such person in such capacity as an officerof the Corporation (including by means of direct appointment by the Board of Directors pursuant to Section 4.01 ofthese Bylaws).

ARTICLE V.

STOCK Section 5.01 Certificates . The shares of Stock shall be represented by certificates, providedthat the Board

of Directors may provide by resolution or resolutions that some or all of any or all classes or series of Stock shall beuncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificateis surrendered to the Corporation. Every holder of Stock represented by certificates shall be entitled to have acertificate, in such form as may be prescribed by law and by the Board of Directors, representing the number ofshares held by such holder registered in certificate form. Each such certificate shall be signed in a manner thatcomplies with Section 158 of the DGCL.

Section 5.02 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates . The Corporation

may issue a new certificate for shares of Stock in the place of any certificate theretofore issued by it, alleged to havebeen lost, stolen or destroyed, and the Corporation may

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require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give theCorporation a bond sufficient to indemnify it against any claim that may be made against it on account of the allegedloss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI.

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES Section 6.01 Right to Indemnification . The Corporation shall indemnify and hold harmless, to the fullest

extent permitted by applicable law (including as it presently exists or may hereafter be amended), any person (a “CoveredPerson”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suitor proceeding, whether civil, criminal, administrative or investigative (any such action, suit or proceeding, a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is orwas a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at therequest of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, limitedliability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employeebenefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred bysuch Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.03 of theseBylaws, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or partthereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by theCovered Person was authorized in the specific case by the Board of Directors.

Section 6.02 Advancement of Expenses . The Corporation shall to the fullest extent not prohibited by

applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending anyproceeding in advance of its final disposition, provided,however, that, to the extent required by law, such paymentof expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertakingby the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person isnot entitled to be indemnified under this Article VI or otherwise.

Section 6.03 Claims . If a claim for indemnification under this Article VI (following the final disposition

of such proceeding) is not paid in full within sixty (60) days after the Corporation has received a claim therefor bythe Covered Person, or if a claim for any advancement of expenses under this Article VI is not paid in full withinthirty (30) days after the Corporation has received a statement or statements requesting such amounts to be advanced,the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of suchclaim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecutingsuch claim to the fullest extent permitted by law. In any such action, the Corporation shall have the burden ofproving that the Covered Person is not entitled to the requested indemnification or advancement of expenses underapplicable law.

Section 6.04 Non-exclusivity of Rights . The rights conferred on any Covered Person by this Article VI

shall not be exclusive of any other rights which such Covered Person may have or

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hereafter acquires under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote ofStockholders or disinterested directors or otherwise.

Section 6.05 Other Sources . The Corporation’s obligation, if any, to indemnify or to advance expenses to

any Covered Person who was or is serving at its request as a director, officer, employee or agent of anothercorporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity shall be reducedby any amount such Covered Person may collect as indemnification or advancement of expenses from such othercorporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit enterprise.

Section 6.06 Amendment or Repeal . Any right to indemnification or to advancement of expenses of any

Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of these Bylawsafter the occurrence of the act or omission that is the subject of the proceeding for which indemnification oradvancement of expenses is sought.

Section 6.07 Other Indemnification and Advancement of Expenses . This Article VI shall not limit the

right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses topersons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE VII.

MISCELLANEOUS Section 7.01 Fiscal Year . The fiscal year of the Corporation shall be determined by resolution of the

Board of Directors. Section 7.02 Seal . The corporate seal shall have the name of the Corporation inscribed thereon and shall

be in such form as may be approved from time to time by the Board of Directors. Section 7.03 Manner of Notice . (a) NoticebyElectronicTransmission. Without limiting the manner by which notice otherwise may be

given effectively to Stockholders pursuant to the General Corporation Law of the State of Delaware, the Certificateof Incorporation or these Bylaws, any notice to Stockholders given by the Corporation under any provision of theGeneral Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws shall be effectiveif given by a form of electronic transmission consented to by the Stockholder to whom the notice is given. Any suchconsent shall be revocable by the Stockholder by written notice to the Corporation. Any such consent shall bedeemed revoked if (a) the Corporation is unable to deliver by electronic transmission two (2) consecutive noticesgiven by the Corporation in accordance with such consent; and (b) such inability becomes known to the Secretary oran Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving ofnotice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting orother action.

Any notice given pursuant to the preceding paragraph shall be deemed given (a) if by facsimile

telecommunication, when directed to a number at which the Stockholder has consented

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to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the Stockholder hasconsented to receive notice; (c) if by a posting on an electronic network together with separate notice to theStockholder of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice;and (d) if by any other form of electronic transmission, when directed to the Stockholder.

An affidavit of the Secretary or an Assistant Secretary of the Corporation or of the transfer agent or other

agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence offraud, be prima facie evidence of the facts stated therein.

For the purposes of these Bylaws, an “electronic transmission” means any form of communication, not

directly involving the physical transmission of paper, that creates a record that may be retained, retrieved andreviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through anautomated process.

(b) NoticetoStockholdersSharinganAddress. Without limiting the manner by which notice otherwise

may be given effectively to Stockholders, and except as prohibited by applicable law, any notice to Stockholdersgiven by the Corporation under any provision of applicable law, the Certificate of Incorporation, or these Bylawsshall be effective if given by a single written notice to Stockholders who share an address if consented to by theStockholders at that address to whom such notice is given. Any such consent shall be revocable by the Stockholderby written notice to the Corporation. Any Stockholder who fails to object in writing to the Corporation, within sixty(60) days of having been given written notice by the Corporation of its intention to send the single notice permittedunder this Section 7.03, shall be deemed to have consented to receiving such single written notice.

Section 7.04 Waiver of Notice of Meetings of Stockholders, Directors and Committees . Any waiver of

notice, given by the person entitled to notice, whether before or after the time stated therein, shall be deemedequivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, exceptwhen the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called or convened. Neither the business to betransacted at, nor the purpose of, any regular or special meeting of the Stockholders, Board of Directors, or membersof a committee or subcommittee of the Board of Directors need be specified in a waiver of notice.

Section 7.05 Form of Records . Any records maintained by the Corporation in the regular course of its

business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in theform of, any information storage device or method, provided that the records so kept can be converted into clearlylegible paper form within a reasonable time.

Section 7.06 Amendment of Bylaws . Subject to the Voting Agreement, these Bylaws may be altered,

amended or repealed, and new bylaws made, only by the affirmative vote of (a) a majority of the Board of Directorsor (b) Stockholders representing at least a majority of the votes eligible to be cast in an election of directors of theCorporation; provided,however, that after the date on which the ML Related Parties beneficially own, directly orindirectly, less than twenty-seven and five-tenths percent (27.5%) of all Common Units issued and outstanding, theseBylaws

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may be altered, amended or repealed, and new bylaws made, only by the affirmative vote of (a) a majority of theBoard of Directors or (b) Stockholders representing at least sixty-six and two-thirds percent (66 %) of the voteseligible to be cast in an election of directors of the Corporation.

 * * *

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2/3

Exhibit 10.3

EXECUTION VERSION

CREDIT AGREEMENT

dated as of

November 8, 2016,among

CWGS ENTERPRISES, LLC,as Holdings,

CWGS GROUP, LLC,as Borrower,

The Lenders Party Hereto

and

GOLDMAN SACHS BANK USA,as Administrative Agent

GOLDMAN SACHS BANK USA

and JPMORGAN CHASE BANK, N.A.,as Joint Lead Arrangers and Joint Bookrunners

GOLDMAN SACHS BANK USA,as Syndication Agent

GOLDMAN SACHS BANK USA,as Documentation Agent

TABLE OF CONTENTS

Page

ARTICLE IDEFINITIONS

Section 1.01 Defined Terms 1 Section 1.02 Classification of Loans and Borrowings 46 Section 1.03 Terms Generally 46 Section 1.04 Accounting Terms; GAAP 47 Section 1.05 Conditionality Testing Date 47

ARTICLE IITHE CREDITS

Section 2.01 Commitments 48 Section 2.02 Loans and Borrowings 48 Section 2.03 Requests for Borrowings 49 Section 2.04 Swingline Loans 50 Section 2.05 Letters of Credit 51 Section 2.06 Funding of Borrowings 57 Section 2.07 Interest Elections 57 Section 2.08 Termination and Reduction of Commitments 59 Section 2.09 Repayment of Loans; Evidence of Debt 59 Section 2.10 Amortization of Term Loans 60 Section 2.11 Prepayment of Loans 61 Section 2.12 Fees 68 Section 2.13 Interest 69 Section 2.14 Alternate Rate of Interest 70 Section 2.15 Increased Costs 70 Section 2.16 Break Funding Payments 71 Section 2.17 Taxes 72 Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs 75 Section 2.19 Mitigation Obligations; Replacement of Lenders 77 Section 2.20 Incremental Borrowings 77 Section 2.21 Refinancing Amendments; Maturity Extension 81 Section 2.22 Defaulting Lenders 82 Section 2.23 Illegality 84

ARTICLE IIIREPRESENTATIONS AND WARRANTIES

Section 3.01 Organization; Powers 84 Section 3.02 Authorization; Enforceability 84 Section 3.03 Governmental Approvals; No Conflicts 84 Section 3.04 Financial Condition; No Material Adverse Effect 85 Section 3.05 Properties 85 Section 3.06 Litigation and Environmental Matters 85 Section 3.07 Compliance with Laws and Agreements 86

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Section 3.08 Investment Company Status 86 Section 3.09 Taxes 86 Section 3.10 ERISA 86 Section 3.11 Disclosure 87 Section 3.12 Subsidiaries 87 Section 3.13 Intellectual Property; Licenses, Etc 87 Section 3.14 Solvency 87 Section 3.15 Senior Indebtedness 88 Section 3.16 Federal Reserve Regulations 88 Section 3.17 Use of Proceeds 88 Section 3.18 Sanctions Laws; USA Patriot Act 88 Section 3.19 No Unlawful Contributions or Other Payments 88

ARTICLE IVCONDITIONS

Section 4.01 Effective Date 89 Section 4.02 Each Credit Event 91

ARTICLE VAFFIRMATIVE COVENANTS

Section 5.01 Financial Statements and Other Information 91 Section 5.02 Notices of Material Events 94 Section 5.03 Information Regarding Collateral 94 Section 5.04 Existence; Conduct of Business 94 Section 5.05 Payment of Taxes, etc 95 Section 5.06 Maintenance of Properties 95 Section 5.07 Insurance 95 Section 5.08 Books and Records; Inspection and Audit Rights 95 Section 5.09 Compliance with Laws 96 Section 5.10 Use of Proceeds and Letters of Credit 96 Section 5.11 Additional Subsidiaries 96 Section 5.12 Further Assurances 97 Section 5.13 Margin Stock 97 Section 5.14 Maintenance of Rating of Facilities 97

ARTICLE VINEGATIVE COVENANTS

Section 6.01 Indebtedness; Certain Equity Securities 98 Section 6.02 Liens 101 Section 6.03 Fundamental Changes 103 Section 6.04 Investments, Loans, Advances, Guarantees and Acquisitions 104 Section 6.05 Asset Sales 107 Section 6.06 Sale and Leaseback Transactions 108 Section 6.07 Restricted Payments; Certain Payments of Indebtedness 109 Section 6.08 Transactions with Affiliates 112 Section 6.09 Restrictive Agreements 112 Section 6.10 Amendment of Subordinated Indebtedness 113

ii

Section 6.11 Financial Performance Covenant 113 Section 6.12 Changes in Fiscal Periods 114 Section 6.13 Holding Company 114 Section 6.14 FreedomRoads Entities 114

ARTICLE VIIEVENTS OF DEFAULT

Section 7.01 Events of Default 114 Section 7.02 Right to Cure 117

ARTICLE VIIIADMINISTRATIVE AGENT

Section 8.01 Appointment and Authorization of Agents 118 Section 8.02 Rights as a Lender 118 Section 8.03 Exculpatory Provisions 119 Section 8.04 Reliance by Administrative Agent 120 Section 8.05 Delegation of Duties 120 Section 8.06 Indemnification of the Administrative Agent 120 Section 8.07 Resignation of Administrative Agent 121 Section 8.08 Non-Reliance on Agents and Other Lenders 121 Section 8.09 Administrative Agent May File Proofs of Claim 122 Section 8.10 Withholding Taxes 122 Section 8.11 Binding Effect 123 Section 8.12 Additional Secured Parties 123

ARTICLE IXMISCELLANEOUS

Section 9.01 Notices 124 Section 9.02 Waivers; Amendments 125 Section 9.03 Expenses; Indemnity; Damage Waiver 129 Section 9.04 Successors and Assigns 131 Section 9.05 Survival 136 Section 9.06 Counterparts; Integration; Effectiveness 136 Section 9.07 Severability 137 Section 9.08 Right of Setoff 137 Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process 137 Section 9.10 WAIVER OF JURY TRIAL 138 Section 9.11 Headings 138 Section 9.12 Confidentiality 138 Section 9.13 USA Patriot Act 140 Section 9.14 Judgment Currency 140 Section 9.15 Release of Liens and Guarantees 140 Section 9.16 No Advisory or Fiduciary Responsibility 141 Section 9.17 Interest Rate Limitation 142 Section 9.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 142

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SCHEDULES : Schedule 2.01 — CommitmentsSchedule 3.06(a) — LitigationSchedule 3.12 — Subsidiaries; Organizational StructureSchedule 6.01 — Existing IndebtednessSchedule 6.02 — Existing LiensSchedule 6.04(e) — Existing InvestmentsSchedule 6.08 — Existing Affiliate TransactionsSchedule 6.09 — Existing RestrictionsSchedule 9.01 — Notices EXHIBITS : Exhibit A — Form of Assignment and AssumptionExhibit B — Form of Guarantee AgreementExhibit C — Form of Perfection CertificateExhibit D — Form of Collateral AgreementExhibit E — [Reserved]Exhibit F — Form of Solvency CertificateExhibit G — [Reserved]Exhibit H — Form of Closing CertificateExhibit I — Form of Intercompany NoteExhibit J — Form of Specified Discount Prepayment NoticeExhibit K — Form of Specified Discount Prepayment ResponseExhibit L — Form of Discount Range Prepayment NoticeExhibit M — Form of Discount Range Prepayment OfferExhibit N — Form of Solicited Discounted Prepayment NoticeExhibit O — Form of Solicited Discounted Prepayment OfferExhibit P — Form of Acceptance and Prepayment NoticeExhibit Q-1 — Form of Tax Status Certificate 1Exhibit Q-2 — Form of Tax Status Certificate 2Exhibit Q-3 — Form of Tax Status Certificate 3Exhibit Q-4 — Form of Tax Status Certificate 4Exhibit R — Form of Borrowing RequestExhibit S — Form of Prepayment NoticeExhibit T — Form of Term NoteExhibit U — Form of Revolving NoteExhibit V — Form of Swingline Note

iv

CREDIT AGREEMENT dated as of November 8, 2016 (this “ Agreement ”), among CWGS Group, LLC, a Delawarelimited liability company (the “ Borrower ”), CWGS Enterprises, LLC, a Delaware limited liability company (“ Holdings ”), theLenders party hereto and Goldman Sachs Bank USA, as Administrative Agent.

The parties hereto agree as follows:

PRELIMINARY STATEMENTS

The Borrower has requested that (i) the Lenders extend credit to the Borrower in the form of Term Loans on theEffective Date in an initial aggregate principal amount of $645,000,000 to effect the Refinancing and to pay Transaction Costs,and (ii) the Revolving Lenders extend credit to the Borrower in the form of $35,000,000 in aggregate Revolving Commitments tofund working capital and for general corporate purposes, including permitted acquisitions and capital expenditures.

The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. Inconsideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE IDEFINITIONS

Section 1.01 Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ ABR ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising suchBorrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Acceptable Discount ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Acceptable Prepayment Amount ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Acceptance and Prepayment Notice ” means an irrevocable written notice from the Borrower accepting a SolicitedDiscounted Prepayment Offer to make a Discounted Term Loan Prepayment at the Acceptable Discount specified thereinpursuant to Section 2.11(a)(ii)(D), substantially in the form of Exhibit P .

“ Acceptance Date ” has the meaning specified in Section 2.11(a)(ii)(D).

“ Acquired EBITDA ” means, with respect to any Acquired Entity or Business (any of the foregoing, a “ Pro FormaEntity ”) for any period prior to such acquisition, the amount for such period of Consolidated EBITDA of such Pro Forma Entity(determined as if references to the Borrower and its Subsidiaries in the definition of the term “Consolidated EBITDA” werereferences to such Pro Forma Entity and its subsidiaries which will become Subsidiaries), all as determined on a consolidatedbasis for such Pro Forma Entity.

“ Acquired Entity or Business ” has the meaning given such term in the definition of “Consolidated EBITDA.”

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“ Additional Lender ” means any Additional Revolving Lender or any Additional Term Lender, as applicable.

“ Additional Notes ” has the meaning assigned to such term in Section 6.01(a)(xxiii).

“ Additional Revolving Lender ” means, at any time, any bank or other financial institution that agrees to provide anyportion of any (a) Revolving Commitment Increase pursuant to an Incremental Revolving Facility Amendment in accordancewith Section 2.20 or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance withSection 2.21; provided that each Additional Revolving Lender shall be subject to the approval of the Administrative Agent and, ifsuch Additional Revolving Lender will provide an Incremental Revolving Loan, a Revolving Commitment Increase or any OtherRevolving Commitment, each Issuing Bank and the Swingline Lender (such approval in each case not to be unreasonablywithheld or delayed) and the Borrower.

“ Additional Term Lender ” means, at any time, any bank or other financial institution selected by the Borrower thatagrees to provide any portion of any (a) Term Commitment Increase pursuant to an Incremental Term Facility Amendment inaccordance with Section 2.20 or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment inaccordance with Section 2.21; provided that each Additional Term Lender (other than any Person that is a Lender, an Affiliate ofa Lender or an Approved Fund of a Lender at such time) shall be subject to the approval of the Administrative Agent (suchapproval not to be unreasonably withheld or delayed).

“ Adjusted LIBO Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate perannum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. Notwithstanding theforegoing, solely with respect to the Adjusted LIBO Rate applicable to Term Loans, the Adjusted LIBO Rate will be deemed tobe 0.75% per annum if the Adjusted LIBO Rate calculated pursuant to the foregoing provisions would otherwise be less than0.75% per annum.

“ Administrative Agent ” means Goldman Sachs Bank USA, in its capacity as administrative agent and collateral agenthereunder and under the other Loan Documents, and its successors in such capacity as provided in Article VIII.

“ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly or indirectly Controls or is Controlledby or is under common Control with the Person specified.

“ Affiliated Debt Funds ” means any Affiliated Lender that is primarily engaged in, or advises funds or other investmentvehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similarextensions of credit or securities in the ordinary course and with respect to which the Sponsor does not, directly or indirectly,possess the power to direct or cause the direction of the investment policies of such entity.

“ Affiliated Lender ” means, at any time, any Lender that is the Sponsor or an Affiliate of the Sponsor (other than CWH,Holdings, the Borrower or any of their respective subsidiaries) at such time.

“ Agent Parties ” has the meaning assigned to such term in Section 9.01(c).

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“ Aggregate Revolving Exposure ” means the sum of the Revolving Exposures of all the Revolving Lenders; provided ,that for purposes of this definition, the Swingline Exposure of any Revolving Lender that is a Swingline Lender shall be deemedto exclude that portion of its Swingline Exposure that exceeds its Applicable Percentage of all outstanding Swingline Loans.

“ Agreement ” has the meaning assigned to such term in the preamble hereto.

“ Agreement Currency ” has the meaning assigned to such term in Section 9.14(b).

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on suchday, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate determined onsuch date (or if such day is not a Business Day, the immediately preceding Business Day) that would be applicable to a EurodollarBorrowing with an Interest Period of one month (after giving effect to any LIBO Rate “floor”) plus 1%. Any change in theAlternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall beeffective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the AdjustedLIBO Rate, respectively. Notwithstanding the foregoing, (i) the Alternate Base Rate will be deemed to be 0.00% per annum if theAlternate Base Rate calculated pursuant to the foregoing provisions would otherwise be less than 0.00% per annum and (ii) solelywith respect to the Alternate Base Rate applicable to Term Loans, the Alternate Base Rate will be deemed to be 1.75% per annumif the Alternate Base Rate calculated pursuant to the foregoing provisions would otherwise be less than 1.75% per annum.

“ Anti-Corruption Laws ” has the meaning assigned to such term in Section 3.19.

“ Applicable Account ” means, with respect to any payment to be made to the Administrative Agent hereunder, theaccount specified by the Administrative Agent from time to time for the purpose of receiving payments of such type.

“ Applicable Creditor ” has the meaning assigned to such term in Section 9.14(b).

“ Applicable Discount ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Applicable Percentage ” means, at any time with respect to any Revolving Lender, the percentage of the aggregateRevolving Commitments represented by such Lender’s Revolving Commitment at such time; provided that at any time anyRevolving Lender shall be a Defaulting Lender, “ Applicable Percentage ” shall mean the percentage of the total RevolvingCommitments (disregarding any such Defaulting Lender’s Revolving Commitment) represented by such Lender’s RevolvingCommitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined basedupon the Revolving Commitments most recently in effect, giving effect to any assignments pursuant to this Agreement and to anyLender’s status as a Defaulting Lender at the time of determination.

“ Applicable Rate ” means, for any day, (a) with respect to any Term Loan, (i) 2.75% per annum, in the case of an ABRLoan, or (ii) 3.75% per annum, in the case of a Eurocurrency Loan, and (b) with respect to any Revolving Loan, (x) until deliveryof financial statements and the accompanying Compliance Certificate for the second full fiscal quarter commencing on or afterthe Effective Date, (1) 2.50% per annum, in the case of an ABR Loan, or (2) 3.50% per annum, in the case of a EurocurrencyLoan, and (y) thereafter, the following percentages per annum, based upon the Total Leverage Ratio (such

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ratio to be set forth in the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 5.01):

Pricing Level

TotalLeverage Ratio

Eurocurrency

ABR

1 ≤ 1.75:1.00 3.25% 2.25%2 > 1.75:1.00 3.50% 2.50%

Any increase or decrease in the Applicable Rate in respect of the Revolving Loans resulting from a change in the Total

Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificateindicating such change is delivered pursuant to Section 5.01; provided , however , that if a Compliance Certificate is notdelivered when due in accordance with such Section, then (a) the pricing theretofore in effect shall continue in effect until theearlier of the delivery of such Compliance Certificate and the sixth Business Day after such Compliance Certificate was to havebeen delivered, and (b) on and after such sixth Business Day, until the date on which such Compliance Certificate is delivered,Pricing Level 2 shall apply.

“ Approved Bank ” has the meaning assigned to such term in the definition of the term “Permitted Investments.”

“ Approved Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing,holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that isadministered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administersor manages a Lender.

“ Arrangers ” means Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and JointBookrunners.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee(with the consent of any Person whose consent is required by Section 9.04), substantially in the form of Exhibit A or any otherform reasonably approved by the Administrative Agent.

“ Auction Agent ” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by theBorrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted TermLoan Prepayment pursuant to Section 2.11(a)(ii); provided that the Borrower shall not designate the Administrative Agent as theAuction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shallbe under no obligation to agree to act as the Auction Agent).

“ Audited Financial Statements ” means the audited consolidated balance sheet of the Borrower and its subsidiaries forthe three-year period ended December 31, 2015, and the related consolidated statements of income, changes in equity and cashflows of the Borrower and its subsidiaries, including the notes thereto.

“ Available Amount ” has the meaning assigned to such term in the definition of “Available Amount Basket.”

“ Available Amount Basket ” shall mean, on any date of determination, the sum of (a) the Initial Restricted PaymentAmount plus (b) the net proceeds received by the Borrower in connection with the

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issuance of, or contribution of cash in respect of existing, Qualified Equity Interests on or prior to such date (other than(1) Qualified Equity Interests issued in connection with a Cure Right and (2) intercompany equity issuances) plus (c) if the TotalLeverage Ratio on a Pro Forma Basis as of the end of the most recent Test Period is not greater than 2.50 to 1.00, an amount equalto Cumulative Excess Cash Flow Not Otherwise Applied as of such date minus (d) the aggregate amount of the AvailableAmount Basket previously utilized pursuant to Sections 6.04(m)(ii), 6.07(a)(vi), 6.07(b)(iv) and the definition of the term “Non-Loan Party Investment Amount” (such amount after giving effect to clauses (a), (b), (c) and (d), the “ Available Amount ”).

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA ResolutionAuthority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA MemberCountry from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bankruptcy Code ” means Title 11 of the United State Code, as amended, or any similar federal or state law for therelief of debtors.

“ Board of Directors ” means, with respect to any Person, (a) in the case of any corporation, the board of directors ofsuch Person or any committee thereof duly authorized to act on behalf of such board, (b) in the case of any limited liabilitycompany, the board of managers or board of governors or equivalent thereof of such Person, (c) in the case of any partnership,the board of directors or board of managers of the general partner of such Person and (d) in any other case, the functionalequivalent of the foregoing.

“ Board of Governors ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower ” has the meaning assigned to such term in the preamble hereto.

“ Borrower Materials ” has the meaning assigned to such term in Section 5.01.

“ Borrower Offer of Specified Discount Prepayment ” means an offer by the Borrower to make a voluntary prepaymentof Term Loans at a specified discount to par pursuant to Section 2.11(a)(ii)(B).

“ Borrower Solicitation of Discount Range Prepayment Offers ” means the solicitation by the Borrower of offers for, andthe subsequent offer, if any, by a Term Lender, and acceptance by the Borrower of terms of, a voluntary prepayment of TermLoans at a specified range of a discount to par pursuant to Section 2.11(a)(ii)(C).

“ Borrower Solicitation of Discounted Prepayment Offers ” means the solicitation by the Borrower of offers for, and thesubsequent offer, if any, by a Term Lender, and acceptance by the Borrower of terms of, a voluntary prepayment of Term Loansat a discount to par pursuant to Section 2.11(a)(ii)(D).

“ Borrowing ” means (a) Loans of the same Class and Type, made, converted or continued on the same date and, in thecase of Eurocurrency Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

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“ Borrowing Minimum ” means (a) in the case of a Eurocurrency Revolving Borrowing, $250,000, (b) in the case of anABR Revolving Borrowing, $250,000 and (c) in the case of a Swingline Loan, $100,000.

“ Borrowing Multiple ” means (a) in the case of a Eurocurrency Revolving Borrowing, $100,000, (b) in the case of anABR Revolving Borrowing, $100,000 and (c) in the case of a Swingline Loan, $100,000.

“ Borrowing Request ” means a written request by the Borrower for a Borrowing, substantially in the form of Exhibit R ,delivered in accordance with Section 2.03.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New YorkCity are authorized or required by law to remain closed; provided that when used in connection with a Eurocurrency Loan, theterm “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the Londoninterbank market.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under anylease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligationsare required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount ofsuch obligations shall be the capitalized amount thereof determined in accordance with GAAP. For purposes of Section 6.02, aCapital Lease Obligation shall be deemed to be secured by a Lien on the property being leased and such property shall be deemedto be owned by the lessee.

“ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP, recorded as capitalizedleases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amountthereof accounted for as a liability in accordance with GAAP.

“ Cash Management Obligations ” means obligations of Holdings, any Intermediate Parent, the Borrower or anySubsidiary in respect of any overdraft or other liabilities arising from treasury, depositary and cash management services, anyautomated clearing house transfer of funds and commercial credit card, merchant card and other purchasing card services.

“ Casualty Event ” means any event that gives rise to the receipt by Holdings, any Intermediate Parent, the Borrower orany Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property(including any improvements thereon).

“ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ CFC Holdco ” means any Domestic Subsidiary that has no material assets other than Equity Interests of one or moreForeign Subsidiaries that are CFCs.

“ Change in Control ” means (a) the failure of Holdings to own, directly or indirectly through wholly ownedsubsidiaries, beneficially and of record, all of the Equity Interests of the Borrower, (b) the failure of CWH to be the solemanaging member of Holdings, (c) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person orgroup (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the Effective Date), other thanthe Permitted Holders, of Equity Interests of CWH representing 35% or more of the aggregate voting power represented by theissued and outstanding Equity Interests in CWH if the percentage of the aggregate voting power so held is greater at any time thanthe percentage of the aggregate voting power represented by the Equity Interests

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in CWH held by the Permitted Holders, or (d) the occurrence of a “Change of Control” (or similar event, however denominated),as defined in the documentation governing any Material Indebtedness or the Tax Receivable Agreement (to the extent theobligations of CWH thereunder are accelerated).

“ Change in Law ” means (a) the adoption of any rule, regulation, treaty or other law after the Effective Date, (b) anychange in any rule, regulation, treaty or other law or in the administration, interpretation or application thereof by anyGovernmental Authority after the Effective Date or (c) the making or issuance of any request, guideline or directive (whether ornot having the force of law) of any Governmental Authority made or issued after the Effective Date; provided thatnotwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and allrules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines ordirectives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successoror similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall in each case bedeemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“ Claim ” has the meaning assigned to such term in Section 9.02(f).

“ Class ” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprisingsuch Borrowing, are Revolving Loans, Incremental Revolving Loans, Other Revolving Loans, Term Loans, Other Term Loans orSwingline Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment, Other RevolvingCommitment, Term Commitment or Other Term Commitment and (c) any Lender, refers to whether such Lender has a Loan orCommitment with respect to a particular Class of Loans or Commitments. Other Term Commitments, Other Term Loans, OtherRevolving Commitments (and the Other Revolving Loans made pursuant thereto), Incremental Revolving Loans and term loansmade pursuant to any Term Commitment Increase that have different terms and conditions shall be construed to be in differentClasses.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral ” means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported tobe granted pursuant to the Security Documents as security for the Secured Obligations.

“ Collateral Agreement ” means the Collateral Agreement among Holdings, the Borrower, each other Loan Party and theAdministrative Agent, substantially in the form of Exhibit D .

“ Collateral and Guarantee Requirement ” means, at any time, the requirement that:

(a) the Administrative Agent shall have received from (i) Holdings, any Intermediate Parent, theBorrower and each of its Subsidiaries (other than any Excluded Subsidiary) either (x) a counterpart of the GuaranteeAgreement duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a LoanParty after the Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the GuaranteeAgreement, in the form specified therein, duly executed and delivered on behalf of such Person and (ii) Holdings, anyIntermediate Parent, the Borrower and each Subsidiary Loan Party either (x) a counterpart of the Collateral Agreementduly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a Subsidiary LoanParty after the Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the CollateralAgreement, in the form specified therein, duly executed and delivered on behalf of such Person, in each case

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under this clause (a) together with, in the case of any such Loan Documents executed and delivered after the EffectiveDate, to the extent reasonably requested by the Administrative Agent, documents and opinions of the type referred to inSections 4.01(b), 4.01(c) and 4.01(d));

(b) all outstanding Equity Interests of the Borrower and each Subsidiary (other than any Equity Interestsconstituting Excluded Assets and Equity Interests in any FreedomRoads Entity) owned directly by any Loan Party, shallhave been pledged pursuant to the Collateral Agreement, and the Administrative Agent shall have received certificates,if any, or other instruments representing all such Equity Interests (other than Equity Interests in ImmaterialSubsidiaries), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c) if any Indebtedness for borrowed money (including in respect of cash management arrangements) ofHoldings, any Intermediate Parent, the Borrower or any Subsidiary is owing by such obligor to any Loan Party, suchIndebtedness shall have been pledged pursuant to the Collateral Agreement and the Administrative Agent shall havereceived (i) all promissory notes evidencing such Indebtedness in a principal amount of $5,000,000 or greater or (ii) onthe Effective Date, an intercompany note in the form of Exhibit I evidencing all such Indebtedness and, at any timethereafter within 30 days (or such longer period as reasonably agreed to by the Administrative Agent) following therequest of the Administrative Agent, a counterpart to such intercompany note executed by any Subsidiary formed oracquired after the Effective Date, in each case together with undated instruments of transfer with respect theretoendorsed in blank;

(d) all certificates, agreements, documents and instruments, including Uniform Commercial Codefinancing statements, required by the Security Documents, Requirements of Law and as reasonably requested by theAdministrative Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by theSecurity Documents and perfect such Liens to the extent required by, and with the priority required by, the SecurityDocuments and the other provisions of the term “Collateral and Guarantee Requirement,” shall have been filed,registered or recorded or delivered to the Administrative Agent for filing, registration or recording; and

(e) the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to eachMortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) an ALTA surveyor, if acceptable to the title insurance company to issue the title coverage described in clause (iii) without any surveyexception, including all survey-related endorsements, an existing survey with a “no-change” affidavit, (iii) a policy orpolicies of title insurance in the amount equal to the fair market value of such Mortgaged Property and fixtures, asdetermined by the Borrower in its reasonable discretion, issued by a nationally recognized title insurance companyreasonably acceptable to the Administrative Agent and insuring the Lien of each such Mortgage as a first priority Lienon the Mortgaged Property described therein, free of any other Liens except Permitted Encumbrances, together withsuch endorsements as the Administrative Agent may reasonably request (it being agreed that the Administrative Agentshall accept zoning reports from a nationally recognized zoning company in lieu of zoning endorsements to such titleinsurance policies), (iv) such affidavits, certificates, information (including financial data) and instruments ofindemnification as shall be reasonably required to induce the title company to issue the title policy/ies and endorsementscontemplated above and which are reasonably requested by such title company, (v) a completed “Life-of-Loan” FederalEmergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property(together with a notice about special flood hazard area status and flood

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disaster assistance duly executed by the Borrower and each Loan Party relating to such Mortgaged Property), (vi) if anyMortgaged Property is located in an area determined by the Federal Emergency Management Agency to have specialflood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H of theBoard of Governors and the other Flood Insurance Laws and as required under Section 5.07, and (vii) such legalopinions as the Administrative Agent may reasonably request with respect to any such Mortgage or Mortgaged Property,in each case, in form and substance reasonably satisfactory to the Administrative Agent.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Documentto the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of or securityinterests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the LoanParties, or the provision of Guarantees by any Subsidiary, if, and for so long as the Administrative Agent and the Borrowerreasonably agree in writing that the cost of creating or perfecting such pledges or security interests in such assets, or obtainingsuch title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking intoaccount any adverse tax consequences to Holdings and its Affiliates (including the imposition of withholding or other materialtaxes)), shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (b) Liens required to be granted fromtime to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forthin the Security Documents, (c) in no event shall control agreements or other control or similar arrangements be required withrespect to deposit accounts or securities accounts, (d) in no event shall any Loan Party be required to complete any filings or otheraction with respect to the perfection of security interests in any jurisdiction outside of the United States and (e) in no event shallthe Collateral include any Excluded Assets. The Administrative Agent may grant extensions of time for the creation andperfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particularassets or the provision of any Guarantee by any Subsidiary (including extensions beyond the Effective Date or in connection withassets acquired, or Subsidiaries formed or acquired, after the Effective Date) where it determines that such action cannot beaccomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished bythis Agreement or the Security Documents.

“ Commitment ” means (a) with respect to any Lender, its Revolving Commitment, Other Revolving Commitment ofany Class, Term Commitment, Other Term Commitment of any Class or any combination thereof (as the context requires) and(b) with respect to any Swingline Lender, its Swingline Commitment.

“ Compliance Certificate ” means a compliance certificate required to be delivered pursuant to Section 5.01.

“ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such period, plus :

(a) without duplication and to the extent already deducted (and not added back) in arriving at suchConsolidated Net Income, the sum of the following amounts for such period:

(i) total interest expense (excluding interest expense attributable to FreedomRoads FloorplanIndebtedness) and, to the extent not reflected in such total interest expense, any losses on hedging obligationsor other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest incomeand gains

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on such hedging obligations or such derivative instruments, and bank and letter of credit fees and costs ofsurety bonds in connection with financing activities;

(ii) provision for taxes based on income, profits or capital, including federal, foreign, state,franchise, excise, and similar taxes paid or accrued during such period (including in respect of repatriatedfunds);

(iii) depreciation and amortization (including amortization of intangible assets establishedthrough purchase accounting and amortization of deferred financing fees or costs);

(iv) Non-Cash Charges;

(v) extraordinary losses in accordance with GAAP;

(vi) unusual or non-recurring charges, including restructuring charges, accruals or reserves orrelated charges (including restructuring costs related to acquisitions after the Effective Date);

(vii) (A) the amount of management, monitoring, consulting and advisory fees, indemnities andrelated expenses paid or accrued in such period to (or on behalf of) the Investors (including any terminationfees payable in connection with the early termination of management and monitoring agreements) to the extentotherwise permitted by Section 6.08, (B) the amount of expenses relating to payments made to option holdersof Holdings or any of its direct or indirect parent companies in connection with, or as a result of, anydistribution being made to shareholders of such Person or its direct or indirect parent companies, whichpayments are being made to compensate such option holders as though they were shareholders at the time of,and entitled to share in, such distribution, in each case to the extent permitted in the Loan Documents and(C) any other costs or expenses incurred pursuant to any management equity plan or stock option plan or anyother management or employee benefit plan or agreement or any equity subscription or equity holderagreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital ofthe Borrower or net cash proceeds of an issuance of Equity Interests in the Borrower;

(viii) losses on asset sales, disposals or abandonments (other than asset sales, disposals orabandonments in the ordinary course of business);

(ix) the amount of any net losses from discontinued operations in accordance with GAAP;

(x) any non-cash loss attributable to the mark to market movement in the valuation of hedgingobligations (to the extent the cash impact resulting from such loss has not been realized) or other derivativeinstruments pursuant to Financial Accounting Standards Accounting Standards Codification No. 815—Derivatives and Hedging;

(xi) any loss relating to amounts paid in cash prior to the stated settlement date of any hedgingobligation that has been reflected in Consolidated Net Income for such period;

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(xii) any gain relating to hedging obligations associated with transactions realized in the currentperiod that has been reflected in Consolidated Net Income in prior periods and excluded from ConsolidatedEBITDA pursuant to clauses (b)(v) and (b)(vi) below; and

(xiv) Public Company Expenses for such period; less

(b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum ofthe following amounts for such period:

(i) extraordinary gains in accordance with GAAP and unusual or non-recurring gains;

(ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of anaccrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated EBITDA inany prior period);

(iii) gains on asset sales, disposals or abandonments (other than asset sales, disposals orabandonments in the ordinary course of business);

(iv) the amount of any net income from discontinued operations in accordance with GAAP;

(v) any non-cash gain attributable to the mark to market movement in the valuation of hedgingobligations (to the extent the cash impact resulting from such gain has not been realized) or other derivativeinstruments pursuant to Financial Accounting Standards Accounting Standards Codification No. 815—Derivatives and Hedging;

(vi) any gain relating to amounts received in cash prior to the stated settlement date of anyhedging obligation that has been reflected in Consolidated Net Income in the such period; and

(vii) any loss relating to hedging obligations associated with transactions realized in the currentperiod that has been reflected in Consolidated Net Income in prior periods and excluded from ConsolidatedEBITDA pursuant to clause (a)(xi) above;

in each case, as determined on a consolidated basis for the Borrower and its Subsidiaries in accordance with GAAP;provided that:

(I) to the extent included in Consolidated Net Income, there shall be excluded in determiningConsolidated EBITDA currency translation gains and losses related to currency remeasurements ofIndebtedness (including the net loss or gain resulting from hedging agreements for currency exchange risk andrevaluations of intercompany balances),

(II) to the extent included in Consolidated Net Income, there shall be excluded in determiningConsolidated EBITDA for any period any adjustments resulting from the application of Financial AccountingStandards Accounting Standards Codification No. 815—Derivatives and Hedging,

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(III) there shall be included in determining Consolidated EBITDA for any period, withoutduplication, (A) to the extent not included in Consolidated Net Income, the Acquired EBITDA of any Person,property, business or asset acquired by the Borrower or any Subsidiary during such period to the extent notsubsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any relatedPerson, property, business or assets to the extent not so acquired) (each such Person, property, business or assetacquired, including pursuant to a transaction consummated prior to the Effective Date, and not subsequentlyso disposed of, an “ Acquired Entity or Business ”), based on the Acquired EBITDA of such Pro Forma Entityfor such period (including the portion thereof occurring prior to such acquisition) determined on a historical ProForma Basis and (B) an adjustment in respect of each Pro Forma Entity equal to the amount of the Pro FormaAdjustment with respect to such Pro Forma Entity for such period (including the portion thereof occurring priorto such acquisition) as specified in the Pro Forma Adjustment certificate delivered to the Administrative Agent(for further delivery to the Lenders); and

(IV) there shall be (A) to the extent included in Consolidated Net Income, excluded indetermining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business orasset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Borroweror any Subsidiary during such period (each such Person, property, business or asset so sold, transferred orotherwise disposed of, closed or classified, a “ Sold Entity or Business ”), based on the Disposed EBITDA ofsuch Sold Entity or Business for such period (including the portion thereof occurring prior to such sale,transfer, disposition, closure or classification) determined on a historical Pro Forma Basis and (B) to the extentnot included in Consolidated Net Income, included in determining Consolidated EBITDA for any period inwhich a Sold Entity or Business is disposed, an adjustment equal to the Pro Forma Disposal Adjustment withrespect to such Sold Entity or Business (including the portion thereof occurring prior to such disposal) asspecified in the Pro Forma Disposal Adjustment certificate delivered to the Administrative Agent (for furtherdelivery to the Lenders).

“ Consolidated Net Debt ” means, as of any date of determination, (a) the aggregate amount of Indebtedness of theBorrower and its Subsidiaries outstanding on such date (other than FreedomRoads Floorplan Indebtedness), determined on aconsolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from theapplication of acquisition method accounting in connection with any Permitted Acquisition (or other Investment permittedhereunder)) consisting of (i) Indebtedness for borrowed money, (ii) unreimbursed obligations under letters of credit, bankers’acceptances, bank guaranties, surety bonds and similar instruments, (iii) obligations in respect of Capitalized Leases and allpurchase money Indebtedness, (iv) all obligations payable in cash in respect of the deferred purchase price of property or services(other than trade accounts payable in the ordinary course of business), (v) debt obligations evidenced by bonds, debentures, loanagreements, promissory notes or similar instruments, (vi) without duplication, all Guarantees with respect to outstandingIndebtedness of the types specified in clauses (i) through (v) above of Persons other than the Borrower or any Subsidiary and(vii) all Indebtedness of the types specified in clauses (i) through (vi) above of any partnership or joint venture in which theBorrower or a Subsidiary is a general partner or joint venture, unless such Indebtedness is expressly made non-recourse to theBorrower or such Subsidiary, minus (b) an aggregate amount of cash as of such date and Permitted Investments (excluding cashand Permitted Investments which are identified as “restricted” on the consolidated balance sheet) of the Loan Parties as of suchdate (in each case, free and clear of all liens, other than Liens permitted pursuant to Section 6.02 for the benefit of the SecuredParties and Liens permitted pursuant to Section 6.02(xxi)).

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“ Consolidated Net Income ” means, for any period, the net income (loss) of the Borrower and its Subsidiaries for suchperiod determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) the cumulative effect ofa change in accounting principles during such period to the extent included in Consolidated Net Income, (b) any TransactionCosts incurred during such period, provided that they are incurred prior to December 31, 2016, (c) any fees and expenses(including any transaction or retention bonus) incurred during such period, or any amortization thereof for such period, inconnection with any acquisition, Investment, asset disposition, non-compete agreement, issuance or repayment of debt, issuanceof equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, includingany such transaction consummated prior to the Effective Date and any such transaction undertaken but not completed) and anycharges or nonrecurring merger costs incurred during such period as a result of any such transaction, (d) any income (loss) forsuch period attributable to the early extinguishment of Indebtedness, hedging agreements or other derivative instruments,(e) accruals and reserves that are established or adjusted as a result of the Transactions or any Permitted Acquisition inaccordance with GAAP (including any adjustment of estimated payouts on earn outs) or changes as a result of the adoption ormodification of accounting policies during such period, (f) stock-based award compensation expenses, (g) any income (loss)attributable to deferred compensation plans or trusts, (h) any income (loss) from Investments recorded using the equity methodand (i) the amount of any expense required to be recorded as compensation for contingent transaction payments. There shall beincluded in Consolidated Net Income, without duplication, the amount of any cash tax benefits related to the tax amortization ofintangible assets in such period. There shall be excluded from Consolidated Net Income for any period the effects from applyingacquisition method accounting, including applying acquisition method accounting to inventory, property and equipment, leases,software and other intangible assets and deferred revenue (including deferred costs related thereto and deferred rent) required orpermitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to theBorrower and its Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Effective Date and anyPermitted Acquisitions (or other Investments permitted hereunder) or the amortization or write-off of any amounts thereof.

In addition, to the extent not already included in Consolidated Net Income, Consolidated Net Income shall include theamount of proceeds received from business interruption insurance or reimbursement of expenses and charges that are covered byindemnification and other reimbursement provisions in connection with any acquisition or other Investment or any disposition ofany asset permitted hereunder.

“ Consolidated Working Capital ” means, at any date, the excess of (a) the sum of all amounts (other than cash andPermitted Investments) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any likecaption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, excluding the current portion of currentand deferred income taxes, over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite thecaption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries on suchdate, including short term deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) allIndebtedness consisting of Loans and obligations under Letters of Credit to the extent otherwise included therein, (iii) the currentportion of interest and (iv) the current portion of current and deferred income taxes; provided that, for purposes of calculatingExcess Cash Flow, increases or decreases in working capital (A) arising from acquisitions or dispositions by the Borrower and itsSubsidiaries shall be measured from the date on which such acquisition or disposition occurred until the first anniversary of suchacquisition or disposition with respect to the Person subject to such acquisition or disposition and (B) shall exclude (I) the impactof non-cash adjustments contemplated in the Excess Cash Flow calculation, (II) the impact of adjusting items in the definition ofConsolidated

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Net Income and (III) any changes in current assets or current liabilities as a result of (x) any reclassification in accordance withGAAP of assets or liabilities, as applicable, between current and noncurrent or (y) the effects of acquisition method accounting.For the avoidance of doubt, for purposes of this definition, the FreedomRoads Floorplan Indebtedness shall constitute a currentliability.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the managementor policies, or the dismissal or appointment of the management, of a Person, whether through the ability to exercise voting power,by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Credit Agreement Refinancing Indebtedness ” means (a) Permitted First Priority Refinancing Debt, (b) PermittedSecond Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred or Other RevolvingCommitments obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including bymeans of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole orpart, existing Term Loans, outstanding Revolving Loans or (in the case of Other Revolving Commitments obtained pursuant to aRefinancing Amendment) Revolving Commitments hereunder (including any successive Credit Agreement RefinancingIndebtedness) (“ Refinanced Debt ”); provided that (i) such extending, renewing or refinancing Indebtedness (including, if suchIndebtedness includes any Other Revolving Commitments, the unused portion of such Other Revolving Commitments) is in anoriginal aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the case ofRefinanced Debt consisting, in whole or in part, of unused Revolving Commitments or Other Revolving Commitments, theamount thereof), (ii) such Indebtedness does not mature earlier than and has a Weighted Average Life to Maturity equal to orgreater than, the Refinanced Debt, and (iii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and allaccrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement RefinancingIndebtedness is issued, incurred or obtained; provided that to the extent that such Refinanced Debt consists, in whole or in part, ofRevolving Commitments or Other Revolving Commitments (or Revolving Loans, Other Revolving Loans or Swingline Loansincurred pursuant to any Revolving Commitments or Other Revolving Commitments), such Revolving Commitments or OtherRevolving Commitments, as applicable, shall be terminated, and all accrued fees in connection therewith shall be paid, on thedate such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

“ Cumulative Excess Cash Flow ” means the sum of Excess Cash Flow (but not less than zero in any period) for thefiscal year ending on December 31, 2017, and Excess Cash Flow for each succeeding completed fiscal year.

“ Cure Amount ” has the meaning assigned to such term in Section 7.02(a).

“ Cure Right ” has the meaning assigned to such term in Section 7.02(a).

“ CWH ” means Camping World Holdings, Inc., a Delaware corporation.

“ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignmentfor the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws ofthe United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that upon notice, lapse of time or bothwould, unless cured or waived, become an Event of Default.

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“ Defaulting Lender ” means, subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion of itsLoans within two Business Days of the date such Loans were required to be funded hereunder, unless such Lender notifies theAdministrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or moreconditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specificallyidentified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, any Swingline Lenderor any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters ofCredit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the AdministrativeAgent or any Issuing Bank or Swingline Lender in writing that it does not intend to comply with its funding obligationshereunder, or has made a public statement to that effect, (c) has failed, within three Business Days after written request by theAdministrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will complywith its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant tothis clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a director indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or become the subject ofa Bail-In Action, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit ofcreditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal DepositInsurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall notbe a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct orindirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or providesuch Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writsof attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm anycontracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a DefaultingLender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and suchLender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b)) upon delivery of written notice of suchdetermination to the Borrower, each Issuing Bank, each Swingline Lender and each Lender.

“ Defaulting Lender Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to the IssuingBank, such Defaulting Lender’s Applicable Percentage of the outstanding Letter of Credit obligations other than Letter of Creditobligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cashcollateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’sApplicable Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participationobligation has been reallocated to other Lenders.

“ Designated Non-Cash Consideration ” means the fair market value of non-cash consideration received by the Borroweror a Subsidiary in connection with a Disposition pursuant to Section 6.05(k) that is designated as Designated Non-CashConsideration pursuant to a certificate of a Responsible Officer of Holdings, setting forth the basis of such valuation (whichamount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 150 daysfollowing the consummation of the applicable Disposition).

“ Discount Prepayment Accepting Lender ” has the meaning assigned to such term in Section 2.11(a)(ii)(B).

“ Discount Range ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

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“ Discount Range Prepayment Amount ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Discount Range Prepayment Notice ” means a written notice of a Borrower Solicitation of Discount RangePrepayment Offers made pursuant to Section 2.11(a)(ii)(C), substantially in the form of Exhibit L .

“ Discount Range Prepayment Offer ” means the irrevocable written offer by a Term Lender, substantially in the form ofExhibit M , submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount RangePrepayment Notice.

“ Discount Range Prepayment Response Date ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Discount Range Proration ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Discounted Prepayment Determination Date ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Discounted Prepayment Effective Date ” means in the case of a Borrower Offer of Specified Discount Prepayment,Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, fiveBusiness Days following the receipt by each relevant Term Lender of notice from the Auction Agent in accordance withSection 2.11(a)(ii)(B), Section 2.11(a)(ii)(C) or Section 2.11(a)(ii)(D), as applicable, unless a shorter period is agreed to betweenthe Borrower and the Auction Agent.

“ Discounted Term Loan Prepayment ” has the meaning assigned to such term in Section 2.11(a)(ii)(A).

“ Disposed EBITDA ” means, with respect to any Sold Entity or Business for any period prior to such disposition, theamount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to the Borrowerand its Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions usedtherein) were references to such Sold Entity or Business and its subsidiaries), all as determined on a consolidated basis for suchSold Entity or Business.

“ Disposition ” has the meaning assigned to such term in Section 6.05.

“ Disqualified Equity Interest ” means, with respect to any Person, any Equity Interest in such Person that by its terms(or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option ofthe holder thereof), or upon the happening of any event or condition:

(a) matures or is mandatorily redeemable (other than solely for Equity Interests in such Personthat do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such EquityInterests), whether pursuant to a sinking fund obligation or otherwise;

(b) is convertible or exchangeable, either mandatorily or at the option of the holder thereof, forIndebtedness or Equity Interests (other than solely for Equity Interests in such Person

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that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or

(c) is redeemable (other than solely for Equity Interests in such Person that do not constitute DisqualifiedEquity Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by suchPerson or any of its Affiliates, in whole or in part, at the option of the holder thereof;

in each case, on or prior to the date 91 days after the Latest Maturity Date; provided , however , that (i) an Equity Interest in anyPerson that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to requiresuch Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale” or a “change of control” shall notconstitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all the Loansand all other Loan Document Obligations that are accrued and payable, the cancellation or expiration of all Letters of Credit andthe termination of the Commitments and (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit ofemployees of Holdings (or any direct or indirect parent thereof) or any of its subsidiaries or by any such plan to such employees,such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased byHoldings (or any direct or indirect parent company thereof) or any of its subsidiaries in order to satisfy applicable statutory orregulatory obligations of such Person.

“ Documentation Agent ” means Goldman Sachs Bank USA.

“ dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of the United States, any state thereof orthe District of Columbia.

“ ECF Percentage ” means, with respect to the prepayment required by Section 2.11(d) with respect to any fiscal year ofthe Borrower, if the Total Leverage Ratio (without giving effect to the applicable prepayment pursuant to Section 2.11(d)) as ofthe end of such fiscal year is (a) 2.00 to 1.00 or greater, 50% of Excess Cash Flow for such fiscal year, (b) 1.50 to 1.00 or greaterbut less than 2.00 to 1.00, 25% of Excess Cash Flow for such fiscal year and (c) less than 1.50 to 1.00, 0% of Excess Cash Flowfor such fiscal year.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA MemberCountry which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA MemberCountry which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established inan EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject toconsolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with publicadministrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of anyEEA Financial Institution.

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“ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived inaccordance with Section 9.02).

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person(other than CWH, Holdings, any Intermediate Parent or any of their subsidiaries), other than, in each case, a natural person;provided that no Affiliated Lender may be an Eligible Assignee with respect to Revolving Commitments or Revolving Loans.

“ Environment ” means ambient air, indoor air, surface water, groundwater, drinking water, land surface and subsurfacestrata and natural resources such as wetlands, flora and fauna.

“ Environmental Laws ” means the applicable common law and treaties, rules, regulations, codes, ordinances,judgments, orders, decrees and other applicable Requirements of Law, and all applicable injunctions or binding agreementsissued, promulgated or entered into by or with any Governmental Authority, in each instance relating to the protection of theEnvironment, to preservation or reclamation of natural resources, to Release or threatened Release of any Hazardous Material orto the extent relating to exposure to Hazardous Materials, to health or safety matters.

“ Environmental Liability ” means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise(including any liability for damages, costs of medical monitoring, costs of environmental investigation, remediation orrestoration, administrative oversight costs, consultants’ fees, fines, penalties and indemnities), of Holdings, any IntermediateParent, the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation ofany Environmental Law or permit, license or approval issued thereunder, (b) the generation, use, handling, transportation, storageor treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of anyHazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant (and the extent) to which liability isassumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liabilitycompany, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, rights or options topurchase or acquire such interests.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with Holdings, is treated asa single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 ofthe Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issuedthereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) with respect to any Plan,the failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA)applicable to such Plan, in each case whether or not waived; (c) the filing pursuant to Section 412(c) of the Code orSection 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) adetermination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (e) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA, otherthan for PBGC premiums due but not delinquent

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under Section 4007 of ERISA; (f) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator ofany notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the incurrenceby the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan(or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA) or Multiemployer Plan; or(h) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borroweror any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a MultiemployerPlan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in endangered or criticalstatus, within the meaning of Section 305 of ERISA.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan MarketAssociation (or any successor person), as in effect from time to time.

“ Eurocurrency ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loanscomprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Default ” has the meaning assigned to such term in Section 7.01.

“ Excess Cash Flow ” means, for any period, an amount equal to the excess of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income for such period,

(ii) an amount equal to the amount of all Non-Cash Charges to the extent deducted in arriving atsuch Consolidated Net Income,

(iii) decreases in (A) Consolidated Working Capital, (B) the amount of cash held in depositaccounts of Subsidiaries solely for purposes of satisfying minimum liquidity requirements imposed byregulatory bodies and applicable to such Subsidiaries and (C) long-term account receivables for such period,and

(iv) an amount equal to the aggregate net non-cash loss on dispositions by the Borrower and itsSubsidiaries during such period (other than dispositions in the ordinary course of business) to the extentdeducted in arriving at such Consolidated Net Income; less :

(b) the sum, without duplication, of:

(i) an amount equal to the amount of all non-cash credits included in arriving at suchConsolidated Net Income (including any amounts included in Consolidated Net Income pursuant to the lastsentence of the definition of “Consolidated Net Income” to the extent such amounts are due but not receivedduring such period) and cash charges excluded by virtue of clauses (a) through (i) of the definition ofConsolidated Net Income (other than cash charges in respect of Transaction Costs paid on or about theEffective Date to the extent financed with the proceeds of Indebtedness incurred on the Effective Date),

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(ii) without duplication of amounts deducted pursuant to clause (x) below in prior fiscal years,the amount of capital expenditures made in cash during such period, but only to the extent that such capitalexpenditures were financed with internally generated cash flow of the Borrower or its Subsidiaries,

(iii) the aggregate amount of all principal payments of Indebtedness of the Borrower and itsSubsidiaries other than the payment of any Subordinated Indebtedness, except to the extent permitted to be paidpursuant to Section 6.07(b)(i) (including (A) the principal component of payments in respect of CapitalizedLeases and (B) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.11(c) with theNet Proceeds from an event of the type specified in clause (a) of the definition of “Prepayment Event” to theextent required due to a disposition that resulted in an increase to Consolidated Net Income and not in excessof the amount of such increase but excluding (x) all other prepayments of Term Loans and (y) all prepaymentsof Revolving Loans and Swingline Loans) made during such period (other than in respect of any revolvingcredit facility except to the extent there is an equivalent permanent reduction in commitments thereunder), butonly to the extent financed with internally generated cash flow of the Borrower or its Subsidiaries,

(iv) an amount equal to the aggregate net non-cash gain on dispositions by the Borrower and itsSubsidiaries during such period (other than dispositions in the ordinary course of business) to the extentincluded in arriving at such Consolidated Net Income,

(v) increases in (A) Consolidated Working Capital, (B) the amount of cash held in depositaccounts of Subsidiaries solely for purposes of satisfying minimum liquidity requirements imposed byregulatory bodies and applicable to such Subsidiaries and (C) long-term accounts receivable for such period,

(vi) cash payments by the Borrower and its Subsidiaries during such period in respect of long-term liabilities of the Borrower and its Subsidiaries other than Indebtedness to the extent that such expendituresare not expensed during such period or are not deducted in calculating Consolidated Net Income,

(vii) without duplication of amounts deducted pursuant to clause (x) below in prior periods, theamount of Investments and acquisitions made in cash during such period pursuant to clauses (b), (d), (e), (f),(h), (i), (l) (to the extent the corresponding payment under Section 6.07(a) would reduce Excess Cash Flowpursuant to clause (viii) below), (m), (n), (o) (other than Investments in FreedomRoads Entities, Holdings, theBorrower or any of their subsidiaries, and without duplication of amounts deducted in respect of clause (i) ofSection 6.04) and (r) of Section 6.04, in each case to the extent that such Investments and acquisitions werefinanced with internally generated cash flow of the Borrower and its Subsidiaries,

(viii) the amount of dividends and other Restricted Payments paid in cash during such periodpursuant to clauses (iii), (iv), (v), (vi), (viii) and (ix) of Section 6.07(a), in each case to the extent suchrestricted payments were financed with internally generated cash flow of the Borrower and its Subsidiaries,

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(ix) the aggregate amount of any premium, make-whole or penalty payments actually paid incash by the Borrower and its Subsidiaries during such period that are required to be made in connection withany prepayment of Indebtedness to the extent that such expenditures are not expensed during such period or arenot deducted in calculating Consolidated Net Income,

(x) without duplication of amounts deducted from Excess Cash Flow in prior periods, theaggregate consideration required to be paid in cash by the Borrower or any of its Subsidiaries pursuant tobinding contracts (the “ Contract Consideration ”) entered into prior to or during such period relating toPermitted Acquisitions, other Investments or capital expenditures to be consummated or made during the firstfiscal quarter of the Borrower following the end of such period, provided that to the extent the aggregateamount of internally generated cash actually utilized to finance such Permitted Acquisitions, Investments orcapital expenditures during such fiscal quarter is less than the Contract Consideration, the amount of suchshortfall shall be added to the calculation of Excess Cash Flow at the end of such fiscal quarter, and

(xi) the amount of cash taxes paid in such period to the extent they exceed the amount of taxexpense deducted in determining Consolidated Net Income for such period.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended from time to time.

“ Excluded Assets ” means (a) any fee-owned real property with a fair market value of less than $5,000,000 and allleasehold interests in real property, (b) motor vehicles and other assets subject to certificates of title or ownership with anindividual value of less than $500,000 (except to the extent that the filing of UCC financing statements are sufficient forperfection of security interests), (c) Equity Interests in any Person (other than any Wholly Owned Subsidiaries) to the extent thepledge thereof to the Administrative Agent is not permitted by the terms of such Person’s organizational or joint venturedocuments, (d) voting Equity Interests in excess of 65% of the outstanding voting Equity Interests of any Foreign Subsidiary orCFC Holdco, (e) any lease, license or other agreement with any Person if, to the extent and for so long as, the grant of a Lienthereon to secure the Secured Obligations constitutes a breach of or a default under, or creates a right of termination in favor ofany party (other than any Loan Party) to, such lease, license or other agreement (but only to the extent any of the foregoing is notrendered ineffective by, or is otherwise unenforceable under, the Uniform Commercial Code or any Requirements of Law),(f) any asset subject to a Lien of the type permitted by Section 6.02(iv) (whether or not incurred pursuant to such Section) and anyasset subject to a Lien permitted by Section 6.02(x), in each case if, to the extent and for so long as the grant of a Lien thereon tosecure the Secured Obligations constitutes a breach of or a default under, or creates a right of termination in favor of any party(other than any Loan Party) to, any agreement pursuant to which such Lien has been created (but only to the extent any of theforegoing is not rendered ineffective by, or is otherwise unenforceable under, the Uniform Commercial Code or anyRequirements of Law), (g) any intent-to-use trademark applications filed in the United States Patent and Trademark Office,(h) pledges and security interests prohibited by (or as to security interests, those that are not capable of being perfected under)applicable law, rule or regulation or agreements with any Governmental Authority, (i) any asset if, to the extent and for so long asthe grant of a Lien thereon to secure the Secured Obligations is prohibited by any Requirements of Law (other than to the extentthat any such prohibition would be rendered ineffective pursuant to the Uniform Commercial Code or any other applicableRequirements of Law), and (j) any asset of or Equity Interest in any FreedomRoads Entity; provided , however , that ExcludedAssets shall not include any proceeds,

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substitutions or replacements of any Excluded Assets referred to in the preceding clauses (a) through (j) (unless such proceeds,substitutions or replacements would constitute Excluded Assets referred to in clauses (a) through (j).

“ Excluded Information ” means information (including Private-Side Information) regarding the Loans of the applicableClass or the Loan Parties hereunder that is not known to a Lender participating in a Discounted Term Loan Prepayment, in anassignment to an Affiliated Lender or in an assignment to any Loan Party or any of its subsidiaries, that may be material to adecision by such Lender to participate in such Discounted Term Loan Prepayment, assignment to such Affiliated Lender or suchassignment to any Loan Party or any of its subsidiaries, as applicable.

“ Excluded Subsidiary ” means (a) any Subsidiary that is not a Wholly Owned Subsidiary of Holdings, (b) anySubsidiary that is prohibited by applicable Law from guaranteeing the Secured Obligations, (c) any Foreign Subsidiary, (d) anyDomestic Subsidiary of a Foreign Subsidiary that is a CFC, (e) any CFC Holdco, (f) any Immaterial Subsidiary, (g) any otherSubsidiary excused from becoming a Loan Party pursuant to the last paragraph of the definition of the term “Collateral andGuarantee Requirement” and (h) any FreedomRoads Entity.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any otherrecipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other LoanDocument, (a) Taxes imposed on (or measured by) such recipient’s net income (however denominated) and franchise Taxesimposed on it, in each case, by a jurisdiction as a result of (i) such recipient being organized or having its principal office locatedin or, in the case of any Lender, having its applicable lending office located in, such jurisdiction, or (ii) any other present orformer connection between such recipient and such jurisdiction (other than any connection arising solely from such recipienthaving executed, delivered, become a party to, performed its obligations or received payments under, received or perfected asecurity interest under, sold or assigned of an interest in, engaged in any other transaction pursuant to, and/or enforced, any LoanDocuments), (b) any branch profits tax imposed under Section 884(a) of the Code, or any similar Tax, imposed by anyjurisdiction described in clause (a) above, (c) any U.S. federal withholding Tax imposed pursuant to FATCA, (d) any withholdingTax that is attributable to a Lender’s failure to comply with Section 2.17(f), and (e) in the case of a Foreign Lender (other thanany Foreign Lender becoming a party hereto pursuant to a request by any Loan Party under Section 2.19), any U.S. federalwithholding Taxes imposed on amounts payable to such Foreign Lender pursuant to a Requirement of Law in effect at the timesuch Foreign Lender becomes a party hereto (or designates a new lending office), except to the extent that such Foreign Lender(or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receiveadditional amounts with respect to such withholding Tax under Section 2.17(a).

“ Existing Credit Agreement ” means the Credit Agreement dated as of November 20, 2013, among the Borrower,Holdings, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent (as amended by the First Amendmentdated as of December 1, 2014, the Second Amendment dated as of June 2, 2015, the Third Amendment dated as of December 17,2015, and the Fourth Amendment dated as of September 21, 2016, and as further amended, supplemented or otherwise modifiedas of the Effective Date).

“ Extension Notice ” has the meaning assigned to such term in Section 2.21(b).

“ FATCA ” means Sections 1471 through 1474 of the Code as in effect on the date hereof (and any amended orsuccessor version thereof that is substantively comparable and not materially more onerous to

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comply with), any current or future Treasury regulations or other official administrative interpretations thereof and anyagreements entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Funds Effective Rate ” means, for any day, the rate per annum equal to the weighted average of the rates onovernight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, aspublished on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published forany day that is a Business Day, the average of the quotations for such day for such transactions received by the AdministrativeAgent from three Federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing, the Federal FundsEffective Rate will be deemed to be 0.00% per annum if the Federal Funds Effective Rate calculated pursuant to the foregoingprovisions would otherwise be less than 0.00% per annum.

“ Fee Letters ” means (a) the Administrative Agent Fee Letter between the Borrower and Goldman Sachs Bank USAdated as of October 22, 2016, and (b) the Fee Letter between the Borrower and JPMorgan Chase Bank, N.A., dated as ofNovember 1, 2016.

“ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of Borrower.

“ Financial Performance Covenant ” means the covenant set forth in Section 6.11.

“ Financing Transactions ” means the execution, delivery and performance by each Loan Party of the Loan Documentsto which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credithereunder.

“ Flood Insurance Laws ” means, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in effector any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statuethereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and(d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which theBorrower is located. For purposes of this definition, the United States of America, each State thereof and the District ofColumbia shall be deemed to constitute a single jurisdiction.

“ Foreign Subsidiary ” means any Subsidiary other than a Domestic Subsidiary.

“ FreedomRoads Entity ” means FreedomRoads Intermediate Holdco, LLC and its subsidiaries.

“ FreedomRoads Floorplan Credit Agreement ” means (a) the Sixth Amended and Restated Credit Agreement dated asof August 12, 2015, among FreedomRoads, LLC, as borrower, certain of its subsidiaries, as borrowers, the lenders party theretoand Bank of America, N.A., as administrative agent, as amended by Amendment No. 1 thereto and as the same may be furtheramended, amended and restated, supplemented or otherwise modified from time to time (including any guarantee agreements,security documents and related agreements) and (b) whether in addition to or a replacement or refinancing thereof and whether bythe same or any other agent, lender or group of lenders and whether or not increasing the amount of Indebtedness that may beincurred thereunder, one or more other floor plan financing arrangements (including any guarantee agreements, securitydocuments and related agreements), in each case as such agreements may be amended (including any amendment and restatementthereof), supplemented or otherwise modified from time to time.

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“ FreedomRoads Floorplan Indebtedness ” means Indebtedness of FreedomRoads Entities and their successorsoutstanding under any FreedomRoads Floorplan Credit Agreement.

“ Funded Debt ” means all Indebtedness of the Borrower and its Subsidiaries for borrowed money that matures morethan one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the optionof such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligatesthe lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect ofthe Loans.

“ GAAP ” means generally accepted accounting principles in the United States of America, as in effect from time totime but subject to Section 1.04.

“ Governmental Approvals ” means all authorizations, consents, approvals, permits, licenses and exemptions of,registrations and filings with, and reports to, Governmental Authorities.

“ Governmental Authority ” means the government of the United States of America, any other nation or any politicalsubdivision thereof, whether federal, state, provincial, territorial, local, and any agency, authority, instrumentality, regulatorybody, court, central bank or other entity exercising executive, legislative, judicial, Taxing, regulatory or administrative powers orfunctions of or pertaining to government (including any supra national bodies such as the European Union or the EuropeanCentral Bank).

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantorguaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “ primary obligor ”) in anymanner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (oradvance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for thepurchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose ofassuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any otherfinancial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or(d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided that theterm Guarantee shall not include endorsements for collection or deposit in the ordinary course of business or customary andreasonable indemnity obligations in effect on the Effective Date or entered into in connection with any acquisition or dispositionof assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of anyGuarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, orportion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipatedliability in respect thereof as determined in good faith by a Financial Officer. The term “Guarantee” as a verb has acorresponding meaning.

“ Guarantee Agreement ” means the Master Guarantee Agreement among the Loan Parties and the AdministrativeAgent, substantially in the form of Exhibit B .

“ Hazardous Materials ” means all substances, wastes, pollutants or contaminants, materials, constituents, chemicals orcompounds in any form regulated under any Environmental Law, including petroleum or petroleum by-products or distillates,asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas.

“ Holdings ” has the meaning assigned to such term in the preamble hereto.

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“ Holdings LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of Holdingsdated as of October 6, 2016, as in effect on the date hereof.

“ Identified Participating Lenders ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Identified Qualifying Lenders ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Immaterial Subsidiary ” means any Subsidiary other than a Material Subsidiary.

“ Incremental Base Amount ” means, as of any date of determination, an amount equal to (a) $250,000,000, minus(b) the sum of (i) the aggregate principal amount of all the Revolving Commitment Increases and Term Commitment Increasesincurred in reliance on the foregoing clause (a) prior to such date pursuant to Section 2.20 and that is outstanding at such time(assuming the Revolving Loans under the entire amount of any Revolving Commitment Increase are outstanding except to theextent there is an equivalent permanent reduction in commitments thereunder) or was refinanced with any long-term or revolvingIndebtedness (assuming the entire amount of any revolving commitment is outstanding except to the extent there is an equivalentpermanent reduction in commitments thereunder), and (ii) the aggregate principal amount of all Additional Notes issued prior tosuch date pursuant to Section 6.01(a)(xxiii) incurred in reliance on the foregoing clause (a) and that is outstanding at such time orwas refinanced with any long-term or revolving Indebtedness, plus (c) the amount of any voluntary prepayments of any TermLoans incurred on the Effective Date made prior to such date (including purchases by the Borrower or its Subsidiaries of TermLoans incurred on the Effective Date at a discount to par), other than any such voluntary prepayments financed with any long-term Indebtedness (except for any Revolving Loan, Swingline Loan or other form of revolving Indebtedness).

“ Incremental Cap ” means, as of any date of determination, an amount not in excess of (a) the Incremental BaseAmount, plus (b) an unlimited amount (the “ Incremental Incurrence Amount ”) so long as, in the case of this clause (b), aftergiving Pro Forma Effect to the incurrence or issuance of Indebtedness with respect to which the Incremental Cap is beingdetermined and the use of proceeds thereof (assuming the borrowing of the entire amount of term loans incurred pursuant to aTerm Commitment Increase and the borrowing of Revolving Loans under the entire amount of any Revolving CommitmentIncrease, and excluding from such calculation any cash proceeds advanced pursuant to such Indebtedness), the Total LeverageRatio as of the end of the most recent Test Period is not greater than (x) 2.30 to 1.00 or (y) if incurred in connection with anacquisition, 2.50 to 1.00; provided , however , that (i) if the Incremental Incurrence Amount is available, the Borrower may electto use the Incremental Incurrence Amount prior to using the Incremental Base Amount, and if both the Incremental IncurrenceAmount and the Incremental Base Amount are available and the Borrower does not make an election, the Borrower will bedeemed to have elected to use the Incremental Incurrence Amount and (ii) the Borrower may re-designate any Indebtednessoriginally designated as incurred under the Incremental Base Amount as having been incurred under the Incremental IncurrenceAmount so long as at the time of such re-designation the Borrower would be permitted to incur under the Incremental IncurrenceAmount the aggregate principal amount of the Indebtedness being so re-designated (for the avoidance of doubt, with any such re-designation having the effect of increasing the Borrower’s ability to incur Indebtedness under the Incremental Base Amount as ofthe date of such re-designation by the amount of Indebtedness so re-designated).

“ Incremental Incurrence Amount ” has the meaning assigned to such term in the definition of “Incremental Cap.”

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“ Incremental Revolving Facility Amendment ” has the meaning assigned to such term in Section 2.20(d).

“ Incremental Revolving Facility Closing Date ” has the meaning assigned to such term in Section 2.20(d).

“ Incremental Term Facility Amendment ” has the meaning assigned to such term in Section 2.20(e).

“ Incremental Term Facility Closing Date ” has the meaning assigned to such term in Section 2.20(e).

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money orwith respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes orsimilar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating toproperty acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property orservices (excluding trade accounts payable in the ordinary course of business and any earn-out obligation until such obligationbecomes a liability on the balance sheet of such Person in accordance with GAAP), (e) all Indebtedness of others secured by (orfor which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on propertyowned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by suchPerson of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, ofsuch Person as an account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent orotherwise, of such Person in respect of bankers’ acceptances; provided that the term “Indebtedness” shall not include (x) deferredor prepaid revenue, (y) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty orother unperformed obligations of the seller or (z) “right to use” liabilities under real estate lease transactions. The Indebtedness ofany Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner)to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity,except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. The amount of Indebtedness ofany Person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such Person) be deemed to beequal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the propertyencumbered thereby as determined by such Person in good faith.

“ Indemnified Liabilities ” has the meaning assigned to such term in Section 8.06.

“ Indemnified Taxes ” means all Taxes, other than Excluded Taxes and Other Taxes.

“ Indemnitee ” has the meaning assigned to such term in Section 9.03(b).

“ Information ” has the meaning assigned to such term in Section 9.12(a).

“ Initial Restricted Payment Amount ” means $20,000,000.

“ Intellectual Property ” has the meaning assigned to such term in the Collateral Agreement.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Revolving Borrowing or TermBorrowing in accordance with Section 2.07.

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“ Interest Payment Date ” means (a) with respect to any ABR Loan (including a Swingline Loan), the last Business Dayof each March, June, September and December and (b) with respect to any Eurocurrency Loan, the last day of the Interest Periodapplicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period ofmore than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’duration after the first day of such Interest Period.

“ Interest Period ” means, with respect to any Eurocurrency Borrowing, the period commencing on the date suchBorrowing is disbursed or converted to or continued as a Eurocurrency Borrowing and ending on the date that is one, two, threeor six months thereafter as selected by the Borrower in its Borrowing Request; provided that (a) if any Interest Period would endon a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such nextsucceeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the nextpreceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day forwhich there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last BusinessDay of the last calendar month at the end of such Interest Period and (c) no Interest Period shall extend beyond (i) in the case ofTerm Loans, the Term Maturity Date and (ii) in the case of Revolving Loans, the Revolving Maturity Date. For purposes hereof,the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date ofthe most recent conversion or continuation of such Borrowing.

“ Intermediate Parent ” means any Wholly Owned Subsidiary of Holdings of which the Borrower is a subsidiary.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether bymeans of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advanceor capital contribution to, Guarantee or assumption of Indebtedness or other obligations of, or purchase or other acquisition of anyother debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such otherPerson or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of theproperty and assets or business of another Person or assets constituting a business unit, line of business or division of suchPerson. The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advance shall be theprincipal amount thereof outstanding on such date, minus any cash payments actually received by the investing Personrepresenting interest in respect of such Investment (to the extent any such payment to be deducted does not exceed the remainingprincipal amount of such Investment), but without any adjustment for write-downs or write-offs (including as a result offorgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (b) any Investment in the form of aGuarantee shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect ofwhich such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof,as determined in good faith by a Financial Officer, (c) any Investment in the form of a transfer of Equity Interests or other non-cash property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the fairmarket value (as determined in good faith by a Financial Officer) of such Equity Interests or other property as of the time of thetransfer, minus any payments actually received by the investing Person representing a return of capital of, or dividends or otherdistributions in respect of, such Investment (to the extent such payments do not exceed, in the aggregate, the original amount ofsuch Investment), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offswith respect to, such Investment after the date of such Investment, and (d) any Investment (other than any Investment referred toin clause (a), (b) or (c) above) by the specified Person in the form of a purchase or other acquisition for value of any EquityInterests,

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evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment (including anyIndebtedness assumed in connection therewith), plus (i) the cost of all additions thereto and minus (ii) the amount of any portionof such Investment that has been repaid to the investor in cash as a repayment of principal or a return of capital, and of any cashpayments actually received by such investor representing interest, dividends or other distributions in respect of such Investment(to the extent the amounts referred to in clause (ii) do not, in the aggregate, exceed the original cost of such Investment plus thecosts of additions thereto), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs orwrite-offs with respect to, such Investment after the date of such Investment. For purposes of Section 6.04, if an Investmentinvolves the acquisition of more than one Person, the amount of such Investment shall be allocated among the acquired Persons inaccordance with GAAP; provided that pending the final determination of the amounts to be so allocated in accordance withGAAP, such allocation shall be as reasonably determined by a Financial Officer.

“ Investor ” means a holder of Equity Interests in Holdings.

“ IPO Transactions ” means the issuance and sale of shares of Class A common stock of CWH for cash in anunderwritten public offering completed on October 13, 2016, and the transactions undertaken in connection therewith.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Instituteof International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“ Issuing Bank ” means (a) Goldman Sachs Bank USA and (b) each other Revolving Lender that shall have become anIssuing Bank hereunder as provided in Section 2.05(k) (other than any Person that shall have ceased to be an Issuing Bank asprovided in Section 2.05(l)), each in its capacity as an issuer of Letters of Credit hereunder. Each Issuing Bank may, in itsdiscretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term“Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ Judgment Currency ” has the meaning assigned to such term in Section 9.14(b).

“ Latest Maturity Date ” means, at any date of determination, the latest maturity or expiration date applicable to anyLoan or Commitment hereunder at such time, including the latest maturity or expiration date of any Other Term Loan, any OtherTerm Commitment, any Other Revolving Loan or any Other Revolving Commitment, in each case as extended in accordancewith this Agreement from time to time.

“ LC Disbursement ” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“ LC Exposure ” means, at any time, the sum of (a) the aggregate amount of all Letters of Credit that remains availablefor drawing at such time and (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalfof the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of thetotal LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expiredby its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International StandbyPractices (ISP98), such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to bedrawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount ofsuch Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of anydocument related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such

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Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all suchincreases, whether or not such maximum stated amount is in effect at such time.

“ LCT Test Date ” has the meaning assigned to such term in Section 1.05.

“ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party heretopursuant to an Assignment and Assumption, an Incremental Revolving Facility Amendment, an Incremental Term FacilityAmendment or a Refinancing Amendment, in each case, other than any such Person that ceases to be a party hereto pursuant to anAssignment and Assumption. Unless the context otherwise requires, the term “ Lenders ” includes the Swingline Lender.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement other than any such letter of credit thatshall have ceased to be a “Letter of Credit” outstanding hereunder pursuant to Section 9.05.

“ Letter of Credit Sublimit ” means an amount equal to $15,000,000. The Letter of Credit Sublimit is part of and not inaddition to the aggregate Revolving Commitments.

“ LIBO Rate ” means, for any Interest Period with respect to a Eurocurrency Borrowing, the rate per annum determinedby the Administrative Agent to be the London interbank offered rate as administered by the ICE Benchmark Administration (orany other Person that takes over the administration of that rate) displayed on the ICE LIBOR USD page of the Reuters Screen (orany replacement Reuters page which displays that rate) or on the appropriate page of such other information service whichpublishes that rate from time to time in place of Reuters, determined as of approximately 11:00 a.m., London time, two BusinessDays prior to the commencement of such Interest Period, for dollar deposits (for delivery on the first day of such Interest Period)with a term equivalent to such Interest Period. Notwithstanding the foregoing, (a) the LIBO Rate will be deemed to be 0.00% perannum if the LIBO Rate determined pursuant to the foregoing provisions would otherwise be less than 0.00% per annum and(b) solely with respect to the LIBO Rate applicable to Term Loans, the LIBO Rate will be deemed to be 0.75% per annum if theLIBO Rate calculated pursuant to the foregoing provisions would otherwise be less than 0.75% per annum.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance,charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement,capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of theforegoing) relating to such asset.

“ Limited Conditionality Transaction ” means an acquisition or Investment permitted by this Agreement that theBorrower or one of its Subsidiaries is contractually or legally committed to consummate (it being understood that suchcommitment may be subject to conditions precedent, which conditions precedent may be amended, satisfied or waived inaccordance with the terms of the applicable agreement) and the consummation of which is not conditioned on the availability of,or on obtaining, third party financing.

“ Loan Document Obligations ” has the meaning assigned to such term in the Collateral Agreement.

“ Loan Documents ” means this Agreement, any Incremental Term Facility Amendment, any Incremental RevolvingFacility Amendment, any Refinancing Amendment, the Guarantee Agreement, the

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Collateral Agreement, the other Security Documents and, except for purposes of Section 9.02, any promissory notes deliveredpursuant to Section 2.09(e).

“ Loan Parties ” means Holdings, any Intermediate Parent, the Borrower and the Subsidiary Loan Parties.

“ Loans ” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“ Majority in Interest ,” when used in reference to Lenders of any Class, means, at any time, (a) in the case of theRevolving Lenders, Lenders having Revolving Exposures and unused Revolving Commitments representing more than 50% ofthe Aggregate Revolving Exposure and the unused aggregate Revolving Commitments at such time and (b) in the case of theTerm Lenders of any Class, Lenders holding outstanding Term Loans of such Class representing more than 50% of all TermLoans of such Class outstanding at such time, provided that (a) the Revolving Exposures, Term Loans and unused Commitmentsof any Affiliated Lenders and (b) whenever there are one or more Defaulting Lenders, the total outstanding Term Loans andRevolving Exposures of, and the unused Revolving Commitments of, each Defaulting Lender, shall in each case be excluded forpurposes of making a determination of the Majority in Interest of such Class.

“ Management Investors ” means the directors, officers and employees of Holdings, the Borrower and/or its Subsidiarieswho are (directly or indirectly, including through one or more investment vehicles) investors in Holdings (or any direct or indirectparent thereof).

“ Margin Stock ” means “margin stock” as such term is defined in Regulation U of the Federal Reserve Board.

“ Material Adverse Effect ” means any event, circumstance or condition that has had, or would reasonably be expectedto have, a materially adverse effect on (a) the business, financial condition or results of operations of Holdings, any IntermediateParent, the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Borrower and the other Loan Parties, taken as awhole, to perform their payment obligations under the Loan Documents or (c) the rights and remedies of the AdministrativeAgent and the Lenders under the Loan Documents.

“ Material Indebtedness ” means Indebtedness (other than the Loan Document Obligations), or obligations in respect ofone or more Swap Agreements, of any one or more of Holdings, any Intermediate Parent, the Borrower and the Subsidiaries in anaggregate principal amount exceeding $30,000,000. For purposes of determining Material Indebtedness, the “principal amount”of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to anynetting agreements) that Holdings, any Intermediate Parent, the Borrower or such Subsidiary would be required to pay if suchSwap Agreement were terminated at such time.

“ Material Subsidiary ” means (i) each Wholly Owned Subsidiary that, as of the last day of the fiscal quarter of theBorrower most recently ended, had revenues or total assets for such quarter in excess of 1.0% of the consolidated revenues ortotal assets, as applicable, of the Borrower for such quarter and (ii) any group comprising Wholly Owned Subsidiaries that eachwould not have been a Material Subsidiary under clause (i) but that, taken together, as of the last day of the fiscal quarter of theBorrower most recently ended, had revenues or total assets for such quarter in excess of 5.0% of the consolidated revenues ortotal assets, as applicable, of the Borrower for such quarter.

“ Maximum Rate ” has the meaning assigned to such term in Section 9.17.

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“ Moody’s ” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“ Mortgage ” means a mortgage, deed of trust, assignment of leases and rents or other security document granting a Lienon any Mortgaged Property to secure the Secured Obligations. Each Mortgage shall be in form and substance reasonablysatisfactory to the Administrative Agent and the Borrower.

“ Mortgaged Property ” means each parcel of real property with respect to which a Mortgage is granted or required to begranted pursuant to the Collateral and Guarantee Requirement, Section 5.11 or Section 5.12, which for the avoidance of doubtwill exclude any Excluded Assets.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Proceeds ” means, with respect to any event, (a) the proceeds received in respect of such event in cash or PermittedInvestments, including (i) any cash or Permitted Investments received in respect of any non-cash proceeds (including any cashpayments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase priceadjustment or earn-out, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty,insurance proceeds, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, minus(b) the sum of (i) all fees and out-of-pocket expenses paid by Holdings, any Intermediate Parent, the Borrower and itsSubsidiaries in connection with such event (including attorney’s fees, investment banking fees, survey costs, title insurancepremiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, underwriting discounts andcommissions, other customary expenses and brokerage, consultant, accountant and other customary fees), (ii) in the case of a sale,transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation orsimilar proceeding), (x) the amount of all payments that are permitted hereunder and are required to be made by Holdings, anyIntermediate Parent, the Borrower and its Subsidiaries as a result of such event to repay Indebtedness (other than the Loans)secured by a lien on such asset (which Lien, if such assets constitute Collateral, ranks prior to the Lien securing the SecuredObligations) (y) the pro rata portion of net cash proceeds thereof (calculated without regard to this clause (y)) attributable tominority interests and not available for distribution to or for the account of Holdings, any Intermediate Parent, the Borrower andits Subsidiaries as a result thereof and (z) the amount of any liabilities directly associated with such asset and retained by theBorrower or any Subsidiary and (iii) the amount of all taxes paid (or reasonably estimated to be payable), and the amount of anyreserves established by Holdings, any Intermediate Parent, the Borrower and its Subsidiaries to fund contingent liabilitiesreasonably estimated to be payable, that are directly attributable to such event, provided that any reduction at any time in theamount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receiptby the Borrower at such time of Net Proceeds in the amount of such reduction. Notwithstanding the foregoing provisions of thisdefinition, any proceeds of a Prepayment Event related to assets of any FreedomRoads Entity shall for all purposes of thisAgreement be deemed not to constitute “Net Proceeds” if, to the extent and for so long as (1) such proceeds are required to beapplied, and are so applied, to mandatory prepayments of amounts outstanding under, or otherwise required to be applied under,the FreedomRoads Floorplan Credit Agreement under the terms of such agreement as in effect on the date hereof or (2) suchproceeds are otherwise restricted from being distributed to the Borrower pursuant to the terms of the FreedomRoads FloorplanCredit Agreement as in effect on the date hereof; provided , that if any amount of such proceeds referred to in the precedingclause (2) shall cease to be so restricted, then such amount shall no longer be excluded from the definition of “Net Proceeds”.

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“ Non-Cash Charges ” means (a) any impairment charge or asset write-off or write-down related to intangible assets(including goodwill), long-lived assets, and Investments in debt and equity securities pursuant to GAAP, (b) all losses fromInvestments recorded using the equity method, (c) all Non-Cash Compensation Expenses, (d) the non-cash impact of acquisitionmethod accounting, and (e) other non-cash charges; provided , in each case, that if any non-cash charges represent an accrual orreserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtractedfrom Consolidated EBITDA and Excess Cash Flow to such extent, and excluding amortization of a prepaid cash item that waspaid in a prior period.

“ Non-Cash Compensation Expense ” means any non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive based compensation awards or arrangements.

“ Non-Consenting Lender ” has the meaning assigned to such term in Section 9.02(c).

“ Non-Defaulting Lender ” means, at any time, any Lender that is not a Defaulting Lender at such time.

“ Non-Loan Party Investment Amount ” means, on any date of determination, the sum of (a) the greater of(x) $50,000,000 and (y) 18.0% of Consolidated EBITDA for the most recently ended Test Period and (b) if the Borrower is incompliance with the Financial Performance Covenant on a Pro Forma Basis as of the end of the most recent Test Period(regardless of whether such Financial Performance Covenant is applicable at such time), the Available Amount Basket.

“ Non-Wholly Owned Subsidiary ” of any Person means any subsidiary of such Person other than a Wholly OwnedSubsidiary.

“ Not Otherwise Applied ” means, with reference to any amount of Net Proceeds of any transaction or event or of ExcessCash Flow or of the Initial Restricted Payment Amount, that such amount (a) was not required to be applied to prepay the Loanspursuant to Section 2.11(c) or (d), and (b) was not previously applied pursuant to Sections 6.04(m), 6.07(a)(vi), 6.07(b)(iv) andthe definition of the term “Non-Loan Party Investment Amount.”

“ OID ” shall mean original issue discount.

“ Offered Amount ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Offered Discount ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Organizational Documents ” means, with respect to any Person, the charter, articles or certificate of organization orincorporation and bylaws or other organizational or governing documents of such Person.

“ Other Revolving Commitments ” means one or more Classes of revolving credit commitments hereunder or extendedRevolving Commitments that result from a Refinancing Amendment.

“ Other Revolving Loans ” means the Revolving Loans made pursuant to any Other Revolving Commitment.

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“ Other Taxes ” means all present or future recording, stamp, documentary, excise, transfer, sales, property or similarTaxes arising from any payment made under any Loan Document or from the execution, delivery, registration or enforcement of,or otherwise with respect to, any Loan Document.

“ Other Term Commitments ” means one or more Classes of term loan commitments hereunder that result from aRefinancing Amendment.

“ Other Term Loans ” means one or more Classes of Term Loans that result from a Refinancing Amendment.

“ Participant ” has the meaning assigned to such term in Section 9.04(c)(i).

“ Participant Register ” has the meaning assigned to such term in Section 9.04(c)(ii).

“ Participating Lender ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entityperforming similar functions.

“ Perfection Certificate ” means a certificate substantially in the form of Exhibit C .

“ Permitted Acquisition ” means the purchase or other acquisition, by merger or otherwise, by the Borrower or anySubsidiary of Equity Interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a businessunit, division, product line or line of business of), any Person; provided that (a) in the case of any purchase or other acquisition ofEquity Interests in a Person, such Person, upon the consummation of such acquisition, will be a Subsidiary (including as a resultof a merger or consolidation between any Subsidiary and such Person), (b) all transactions related thereto are consummated inaccordance with all Requirements of Law, (c) the business of such Person, or such assets, as the case may be, constitute abusiness permitted by Section 6.03(b), (d) the Borrower shall comply with Section 5.11 with respect to each such purchase orother acquisition, (e) immediately before and immediately after giving Pro Forma Effect to any such purchase or otheracquisition, no Event of Default pursuant to Section 7.01(h) or (i) shall have occurred and be continuing, and (f) to the extent theconsideration for such purchase or other acquisition is in excess of $5,000,000 (excluding acquired inventory), the Borrower shallhave delivered to the Administrative Agent a certificate of a Financial Officer certifying that all the requirements set forth in thisdefinition have been satisfied with respect to such purchase or other acquisition, together with reasonably detailed calculationsdemonstrating satisfaction of the requirement set forth in clause (e) above.

“ Permitted Encumbrances ” means:

(a) Liens for Taxes not yet due or payable or that are being contested in good faith and by appropriateproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicablePerson in accordance with GAAP;

(b) Liens with respect to outstanding motor vehicle fines and Liens imposed by law, such as carriers’,warehousemen’s, mechanics’, materialmen’s, repairmen’s or construction contractors’ Liens and other similar Liensarising in the ordinary course of business that secure amounts not overdue for a period of more than 30 days or, if morethan 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or that are being contested ingood faith and by appropriate proceedings diligently conducted, if adequate reserves with respect

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thereto are maintained on the books of the applicable Person in accordance with GAAP, in each case so long as suchLiens do not individually or in the aggregate have a Material Adverse Effect;

(c) Liens incurred or deposits made in the ordinary course of business (i) in connection with workers’compensation, unemployment insurance and other social security legislation and (ii) securing liability for reimbursementor indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefitof) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;

(d) Liens incurred or deposits made to secure the performance of bids, trade contracts, governmentalcontracts and leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds and otherobligations of a like nature (including those to secure health, safety and environmental obligations) incurred in theordinary course of business;

(e) easements, rights-of-way, restrictions, encroachments, protrusions, zoning restrictions and othersimilar encumbrances and minor title defects affecting real property that, in the aggregate, do not in any case materiallyinterfere with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as a whole;

(f) Liens securing, or otherwise arising from, judgments not constituting an Event of Default underSection 7.01(j);

(g) Liens on goods the purchase price of which is financed by a documentary letter of credit issued for theaccount of the Borrower or any of its Subsidiaries; provided that such Lien secures only the obligations of the Borroweror such Subsidiaries in respect of such letter of credit to the extent such obligations are permitted by Section 6.01;

(h) Liens arising from precautionary Uniform Commercial Code financing statements or similar filingsmade in respect of operating leases entered into by the Borrower or any of its Subsidiaries;

(i) leases, licenses, subleases or sublicenses granted to others that do not (i) interfere in any materialrespect with the business of the Borrower and its Subsidiaries, taken as a whole, or (ii) secure any Indebtedness; and

(j) any interest or title of a lessor under leases (other than leases constituting Capitalized LeaseObligations) entered into by any of the Borrower or any Subsidiaries in the ordinary course of business;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness other than Liens referred to inclause (c) above securing obligations under letters of credit or bank guarantees and in clause (g) above.

“ Permitted First Priority Refinancing Debt ” means any secured Indebtedness incurred by the Borrower in the form ofone or more series of senior secured notes; provided that (a) such Indebtedness is secured by the Collateral on a pari passu basis(but without regard to the control of remedies) with the Secured Obligations and is not secured by any property or assets ofHoldings, any Intermediate Parent, the Borrower or any Subsidiary other than the Collateral, (b) such Indebtedness constitutesCredit Agreement Refinancing Indebtedness in respect of Term Loans (including portions of Classes of Term

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Loans or Other Term Loans) or outstanding Revolving Loans, (c) such Indebtedness does not mature or have scheduledamortization or payments of principal prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtednessis incurred, (d) the security agreements relating to such Indebtedness are substantially the same as the Security Documents (withsuch differences as are reasonably satisfactory to the Administrative Agent), (e) such Indebtedness is not guaranteed by anySubsidiaries other than the Subsidiary Loan Parties and (f) a Senior Representative acting on behalf of the holders of suchIndebtedness shall have become party to an intercreditor agreement on terms customary for pari passu secured high-yield notesand reasonably satisfactory to the Administrative Agent; provided that if such Indebtedness is the initial Permitted First PriorityRefinancing Debt incurred by the Borrower, then the Borrower, the Subsidiary Loan Parties, the Administrative Agent and theSenior Representative for such Indebtedness shall have executed and delivered an intercreditor agreement reasonably satisfactoryto the Administrative Agent. Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued inexchange therefor.

“ Permitted Holders ” means (a) the Sponsor, (b) Stephen Adams and Marcus Lemonis and their respective wives,children, grandchildren and other immediate family members and any personal representatives of their estates or trusts of whichthey or their respective wives, children, grandchildren or other immediate family members are the sole beneficiaries (in each case,directly or indirectly, including through one or more investment vehicles) and (c) the Management Investors.

“ Permitted Investments ” means any of the following, to the extent owned by the Borrower or any Subsidiary:

(a) dollars, euro or such other currencies held by it from time to time in the ordinary course of business;

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government orany agency or instrumentality of the United States, having average maturities of not more than 12 months from the dateof acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bankthat (i) is a Lender or (ii) has combined capital and surplus of at least $500,000,000 (any such bank in the foregoingclauses (i) or (ii) being an “ Approved Bank ”), in each case with average maturities of not more than 12 months fromthe date of acquisition thereof;

(d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parentcompany thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or theequivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with averagematurities of not more than 12 months from the date of acquisition thereof;

(e) repurchase agreements entered into by any Person with an Approved Bank, a bank or trust company(including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of$500,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency orinstrumentality of the United States, in which such Person shall have a perfected first priority security interest (subject tono other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of therepurchase obligations;

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(f) marketable short-term money market and similar highly liquid funds either (i) having assets in excessof $500,000,000 or (ii) having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&Pnor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(g) securities with average maturities of 12 months or less from the date of acquisition issued or fullyguaranteed by any state, commonwealth or territory of the United States or by any political subdivision or taxingauthority of any such state, commonwealth or territory, and in each case having an investment grade rating from eitherS&P or Moody’s (or the equivalent thereof);

(h) investments with average maturities of 12 months or less from the date of acquisition in mutual fundsrated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(i) instruments equivalent to those referred to in clauses (a) through (h) above denominated in euros orany other foreign currency comparable in credit quality and tenor to those referred to above and customarily used bycorporations for cash management purposes in any jurisdiction outside the United States to the extent reasonablyrequired in connection with any business conducted by any Subsidiary organized in such jurisdiction; and

(j) investments, classified in accordance with GAAP as current assets of the Borrower or any Subsidiary,in money market investment programs that are registered under the Investment Company Act of 1940 or that areadministered by financial institutions having capital of at least $500,000,000, and, in either case, the portfolios of whichare limited such that substantially all of such investments are of the character, quality and maturity described in clauses(a) through (i) of this definition.

“ Permitted Refinancing ” means, with respect to any Person, any modification, refinancing, refunding, renewal orextension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereofdoes not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded,renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, andfees and expenses incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amountequal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect ofIndebtedness permitted pursuant to Section 6.01(a)(v), Indebtedness resulting from such modification, refinancing, refunding,renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life toMaturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced,refunded, renewed or extended, (c) immediately after giving effect thereto, no Event of Default shall have occurred and becontinuing, (d) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of paymentto the Loan Document Obligations, the Indebtedness resulting from such modification, refinancing, refunding, renewal orextension is subordinated in right of payment to the Loan Document Obligations on terms at least as favorable to the Lenders asthose contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended and(e) if the Indebtedness being modified, refinanced, refunded, renewed or extended is permitted pursuant to Section 6.01(a)(ii) orSection 6.01(a)(xxiii), (i) the covenants and events of default (including if applicable, as to collateral but excluding as tosubordination, interest rate (including whether such interest is payable in cash or in kind) and redemption premium) ofIndebtedness resulting from such modification, refinancing, refunding, renewal or extension are not, taken as a whole,

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materially less favorable to the Loan Parties or the Lenders than the terms of the Indebtedness being modified, refinanced,refunded, renewed or extended; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at leastfive Business Days prior to such modification, refinancing, refunding, renewal or extension, together with a reasonably detaileddescription of the material terms of such resulting Indebtedness or drafts of the documentation relating thereto, stating that theBorrower has determined in good faith that such terms are not, taken as a whole, materially less favorable shall satisfy theforegoing requirements in this clause (i), and (ii) the primary obligor in respect of, and the Persons (if any) thatGuarantee, Indebtedness resulting from such modification, refinancing, refunding, renewal or extension are the primary obligor inrespect of, and Persons (if any) that Guaranteed, respectively, the Indebtedness being modified, refinanced, refunded, renewed orextended. For the avoidance of doubt, it is understood that a Permitted Refinancing may constitute a portion of an issuance ofIndebtedness in excess of the amount of such Permitted Refinancing; provided that such excess amount is otherwise permitted tobe incurred under Section 6.01.

“ Permitted Second Priority Refinancing Debt ” means secured Indebtedness incurred by the Borrower in the form ofone or more series of second lien secured notes or second lien secured loans; provided that (a) such Indebtedness is secured by theCollateral on a junior lien, subordinated basis to the Secured Obligations and the obligations in respect of any Permitted FirstPriority Refinancing Debt and is not secured by any property or assets of Holdings, any Intermediate Parent, the Borrower or anySubsidiary Loan Parties other than the Collateral, (b) such Indebtedness constitutes Credit Agreement Refinancing Indebtednessin respect of Term Loans (including portions of Classes of Term Loans or Other Term Loans) or outstanding Revolving Loans,(c) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is 91 daysafter the Latest Maturity Date, (d) the security agreements relating to such Indebtedness are substantially the same as the SecurityDocuments (with such differences as are reasonably satisfactory to the Administrative Agent), (e) such Indebtedness is notguaranteed by any Subsidiaries other than the Subsidiary Loan Parties and (f) a Senior Representative acting on behalf of theholders of such Indebtedness shall have become party to an intercreditor agreement reasonably satisfactory to the AdministrativeAgent. Permitted Second Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Unsecured Refinancing Debt ” means unsecured Indebtedness incurred by the Borrower or any SubsidiaryLoan Party in the form of one or more series of senior unsecured notes or loans; provided that (a) such Indebtedness constitutesCredit Agreement Refinancing Indebtedness in respect of Term Loans (including portions of Classes of Term Loans or OtherTerm Loans) or outstanding Revolving Loans, (b) such Indebtedness does not mature or have scheduled amortization or paymentsof principal prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (c) ifguaranteed, such Indebtedness is not guaranteed by any Subsidiaries other than Loan Parties and (d) such Indebtedness is notsecured by any Lien on any property or assets of Holdings, any Intermediate Parent, the Borrower or any Subsidiary. PermittedUnsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company,partnership, Governmental Authority or other entity.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of TitleIV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliateis (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined inSection 3(5) of ERISA.

“ Platform ” has the meaning assigned to such term in Section 5.01.

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“ Post-Transaction Period ” means, with respect to any Specified Transaction, the period beginning on the date suchSpecified Transaction is consummated and ending on the last day of the fourth full consecutive fiscal quarter immediatelyfollowing the date on which such Specified Transaction is consummated.

“ Prepayment Event ” means:

(a) any sale, transfer or other disposition (including by way of merger or consolidation) of any property orasset of the Borrower or any of its Subsidiaries permitted by Section 6.05(k) or 6.05(l), or any Casualty Event in respectof any property or asset of the Borrower or any of its Subsidiaries, other than (i) dispositions and Casualty Eventsresulting in aggregate Net Proceeds not exceeding (A) $3,500,000 in the case of any single transaction or event or seriesof related transactions or events and (B) $7,000,000 for all such transactions or events during any fiscal year of theBorrower or (ii) any sale-leaseback transactions permitted by Section 6.06; or

(b) the incurrence by the Borrower or any of its Subsidiaries of any Indebtedness, other than Indebtednesspermitted under Section 6.01 (other than Permitted Unsecured Refinancing Debt, Permitted First Priority RefinancingDebt, Permitted Second Priority Refinancing Debt and Other Term Loans, each of which shall constitute a PrepaymentEvent to the extent required by the definition of “Credit Agreement Refinancing Indebtedness”) or permitted by theRequired Lenders pursuant to Section 9.02.

“ Prime Rate ” means the rate of interest quoted in the print edition of TheWallStreetJournal, Money Rates Section asthe Prime Rate (currently defined as the base rate on corporate loans posted by at least 70% of the 10 largest U.S. banks), as ineffect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actuallycharged to any customer. The Administrative Agent and any Lender may make commercial loans or other loans at rates ofinterest at, above or below the Prime Rate.

“ Private-Side Information ” means any information with respect to CWH, Holdings, the Borrower, any of theirsubsidiaries or any of their respective securities, that is not Public-Side Information.

“ Pro Forma Adjustment ” means, for any Test Period that includes all or any part of a fiscal quarter included in anyPost-Transaction Period with respect to the Acquired EBITDA of the applicable Pro Forma Entity or the Consolidated EBITDAof the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case maybe, projected by the Borrower in good faith to be realized as a result of (a) specified actions either taken or expected to be takenwithin 12 months after the date of such Specified Transaction for the purposes of realizing cost savings (to the extent that theBorrower reasonably expects to realize such savings within 18 months after such date), in each case so long as such cash savingsare reasonably identifiable and quantifiable and factually supportable (as evidenced by a certificate from a Financial Officer), or(b) any additional costs incurred prior to or during such 12-month period in connection with the combination of the operations ofsuch Pro Forma Entity with the operations of the Borrower and its Subsidiaries; provided that (i) so long as such actions are takenprior to or during such Post-Transaction Period or such costs are incurred prior to or during such Post-Transaction Period it maybe assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or Consolidated EBITDA,as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs willbe incurred during the entirety of such Test Period, (ii) the aggregate amount of add-backs pursuant to this definition in any TestPeriod shall not exceed 15.0% of Consolidated EBITDA for such Test Period

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(calculated prior to giving effect to any add-back pursuant to this definition and clause (a)(vi) of the definition of “ConsolidatedEBITDA”) and (iii) any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as thecase may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or suchConsolidated EBITDA, as the case may be, for such Test Period, and, in the case of cost savings, net of the amount of actualbenefits realized during such period from such actions.

“ Pro Forma Basis ,” “ Pro Forma Compliance ” and “ Pro Forma Effect ” means, with respect to compliance with anytest or covenant hereunder required by the terms of this Agreement to be made on a Pro Forma Basis, that (a) to the extentapplicable, the Pro Forma Adjustment shall have been made and (b) all Specified Transactions and the following transactions inconnection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test orcovenant: (i) income statement items (whether positive or negative) attributable to the property or Person subject to suchSpecified Transaction, (A) in the case of a Disposition of all or substantially all Equity Interests in any subsidiary of Holdings orany division, product line, or facility used for operations of Holdings, the Borrower or any of its Subsidiaries, shall be excludedand (B) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall beincluded, (ii) any retirement of Indebtedness, and (iii) any Indebtedness incurred or assumed by Holdings, the Borrower or any ofits Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate ofinterest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect withrespect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the ProForma Adjustment pursuant to clause (a) above, the foregoing pro forma adjustments may be applied to any such test or covenantsolely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to operatingexpense reductions that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on Holdings,the Borrower or any of its Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro FormaAdjustment.

“ Pro Forma Disposal Adjustment ” means, for any Test Period that includes all or a portion of a fiscal quarter includedin any Post-Transaction Period with respect to any Sold Business or Entity, the pro forma increase or decrease in ConsolidatedEBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Subsidiaryentered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and whichrepresent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity orBusiness for the most recent four quarter period prior to its disposal.

“ Pro Forma Entity ” has the meaning given to such term in the definition of “Acquired EBITDA.”

“ Proposed Change ” has the meaning assigned to such term in Section 9.02(c).

“ Public Company Expenses ” means expenses incurred in connection with (a) the IPO Transactions, (b) compliancewith the requirements of the Sarbanes-Oxley Act of 2002, the Securities Act of 1933 and the Exchange Act and the rules andregulations promulgated thereunder, as applicable to companies with equity or debt securities held by the public, or the rules ofnational securities exchanges applicable to companies with listed equity or debt securities, and (c) any other expenses attributableto the status of CWH as a public company, including expenses relating to investor relations, shareholder meetings and reports toshareholders or debtholders, directors’ fees, directors’ and officer’s insurance and other executive costs, legal, audit and otherprofessional fees and listing and filing fees.

“ Public Lender ” has the meaning assigned to such term in Section 5.01.

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“ Public-Side Information ” means information that either (a) is publicly available or (b) is not material non-publicinformation (within the meaning of United States Federal and State securities laws and, where applicable, foreign securities laws)concerning CHW, Holdings, the Borrower, any of their subsidiaries or any of their respective securities.

“ Qualified Equity Interests ” means Equity Interests of Holdings or the Borrower, as applicable, in each case other thanDisqualified Equity Interests.

“ Qualifying Lender ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Refinanced Debt ” has the meaning assigned to such term in the definition of “Credit Agreement RefinancingIndebtedness.”

“ Refinancing ” means (a) the payment and discharge of the principal of and interest accrued on all outstanding loans,and all other amounts outstanding or accrued, under the Existing Credit Agreement, the termination of the commitmentsthereunder and the cancellation or termination of all letters of credit outstanding thereunder and (b) the termination and release ofall Guarantees and Liens supporting or securing any of the Indebtedness or other obligations referred to in the foregoing clause(a) or created under the documentation governing any such Indebtedness to support or secure any obligations under SwapAgreements, cash management obligations or other ancillary obligations.

“ Refinancing Amendment ” means an amendment to this Agreement in form and substance reasonably satisfactory tothe Administrative Agent and the Borrower executed by each of (a) the Borrower and Holdings, (b) the Administrative Agent and(c) each Additional Lender and Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtednessbeing incurred pursuant thereto, in accordance with Section 2.21.

“ Refinancing/Repricing Premium ” means, in connection with a Refinancing/Repricing Transaction, a premium(expressed as a percentage of the principal amount of the Loans that are the subject of such Refinancing/Repricing Transaction)equal to the amount set forth below:

(i) before the six-month anniversary of the Effective Date, 1%; and

(ii) thereafter, 0%.

“ Refinancing/Repricing Transaction ” means a refinancing, repayment or prepayment (including, in the case of aconversion, a deemed refinancing, repayment or prepayment) or repricing by the Borrower of the Term Loans incurred on theEffective Date, (a) with the proceeds of any Indebtedness (including, without limitation, any new or additional Term Loansincurred pursuant to a Term Commitment Increase or pursuant to a conversion of Term Loans incurred on the Effective Date intoa new Class of Term Loans) or (b) in connection with any amendment to this Agreement resulting, in either case, in an interestrate margin or weighted average yield (after giving effect to, among other factors, interest rate margins, interest rate floors,upfront or similar fees or OID shared with all Lenders or holders thereof (in each case, with upfront or similar fees being deemedto constitute like amounts of OID, and such fees and OID being equated to interest rate margins in a manner consistent withgenerally accepted financial practice based on an assumed life to maturity of the lesser of four years and the tenor of such TermLoans or other Indebtedness), but excluding the effect of any amendment or similar fees and any arrangement, structuring,syndication or other fees payable in connection therewith that are not shared with all Lenders or holders thereof) on the TermLoans incurred on the Effective Date as so refinanced, repaid, prepaid or repriced that is less than the Applicable Rate for, orweighted average yield (to be

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determined on the same basis) of, such Term Loans determined immediately prior to such refinancing, repayment, prepayment orrepricing.

“ Register ” has the meaning assigned to such term in Section 9.04(b).

“ Registered Equivalent Notes ” means, with respect to any notes originally issued in a Rule 144A or other privateplacement transaction under the Securities Act of 1933, substantially identical notes (having the same Guarantees) issued in adollar for dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the partners, directors,officers, employees, trustees, agents, controlling persons, advisors and other representatives of such Person and of each of suchPerson’s Affiliates and permitted successors and assigns.

“ Release ” means any release, spill, emission, leaking, dumping, injection, emptying, pumping, escaping, pouring,deposit, disposal, discharge, dispersal, leaching or migration into or through the Environment, including the Environment, withinany building, structure, facility or fixture.

“ Required Lenders ” means, at any time, Lenders having Revolving Exposures, Term Loans and unused Commitments(other than Swingline Commitments) representing more than 50% of the Aggregate Revolving Exposure, outstanding Term Loansand unused Commitments (other than Swingline Commitments) at such time; provided that to the extent set forth in Sections 9.02and 9.04, (a) the Term Loans and unused Commitments of any Affiliated Lenders and (b) whenever there are one or moreDefaulting Lenders, the total outstanding Term Loans and Revolving Exposures of, and the unused Revolving Commitments of,each Defaulting Lender shall in each case be excluded for purposes of making a determination of Required Lenders.

“ Required Revolving Lenders ” means, at any time, Lenders having more than 50% of (a) the Revolving Commitmentsor (b) after the termination or expiration of the Revolving Commitments, the Revolving Exposure; provided that the RevolvingCommitment and the Revolving Exposure of any Defaulting Lender shall be excluded for the purposes of making a determinationof Required Revolving Lenders.

“ Requirements of Law ” means, with respect to any Person, any statutes, laws, treaties, rules, regulations, orders,decrees, writs, injunctions or determinations of any arbitrator or court or other Governmental Authority, in each case applicable toor binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ” means the chief executive officer, president, vice president, chief financial officer, chiefadministrative agent, chief legal officer, chief operating officer, treasurer or assistant treasurer, or other similar officer, manageror a director of a Loan Party and with respect to certain limited liability companies or partnerships that do not have officers, anymanager, sole member, managing member or general partner thereof, and as to any document delivered on the Effective Date orthereafter pursuant to paragraph (a)(i) of the definition of the term “Collateral and Guarantee Requirement,” any secretary orassistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Partyshall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part ofsuch Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

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“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) withrespect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property),including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation ortermination of any Equity Interests in the Borrower or any Subsidiary or any option, warrant or other right to acquire any suchEquity Interests in the Borrower or any Subsidiary.

“ Revolving Availability Period ” means the period after the Effective Date to but excluding the earlier of the RevolvingMaturity Date and the date of termination of the Revolving Commitments.

“ Revolving Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to makeRevolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amountrepresenting the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment maybe (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to(i) assignments by or to such Lender pursuant to an Assignment and Assumption or (ii) a Refinancing Amendment or a RevolvingCommitment Increase. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, or in theAssignment and Assumption or Refinancing Amendment pursuant to which such Lender shall have assumed its RevolvingCommitment, as the case may be. The initial aggregate amount of the Lenders’ Revolving Commitments is $35,000,000.

“ Revolving Commitment Increase ” has the meaning assigned to such term in Section 2.20(a).

“ Revolving Commitment Increase Lender ” has the meaning assigned to such term in Section 2.20(f).

“ Revolving Exposure ” means, with respect to any Revolving Lender at any time, the sum of the outstanding principalamount of such Revolving Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time. Solely forpurposes of the definitions of “Majority in Interest”, “Required Lenders” and “Required Revolving Lenders”, the RevolvingExposure of any Revolving Lender that is a Swingline Lender shall be deemed to exclude that portion of its Swingline Exposurethat exceeds its Applicable Percentage of all outstanding Swingline Loans, and the unused Revolving Commitment of any suchRevolving Lender shall be determined without regard to any such excess amount.

“ Revolving Lender ” means a Lender with a Revolving Commitment or, if the Revolving Commitments haveterminated or expired, a Lender with Revolving Exposure.

“ Revolving Loan ” means a Loan made pursuant to clause (b) of Section 2.01.

“ Revolving Maturity Date ” means November 8, 2021 (or, with respect to any Revolving Lender that has extended itsRevolving Commitment pursuant to Section 2.21(b), the extended maturity date set forth in the Extension Notice delivered by theBorrower and such Revolving Lender to the Administrative Agent pursuant to Section 2.21(b)).

“ RV Dealership Acquisition ” means an acquisition by any FreedomRoads Entity of a recreation vehicle dealership andthe associated goodwill, assets and working capital acquired in connection therewith, and the payment of related transaction fees,costs and expenses.

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“ SEC ” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of itsprincipal functions.

“ Secured Obligations ” has the meaning assigned to such term in the Collateral Agreement.

“ Secured Parties ” has the meaning assigned to such term in the Collateral Agreement.

“ Security Documents ” means the Collateral Agreement, the Mortgages and each other security agreement or pledgeagreement executed and delivered pursuant to the Collateral and Guarantee Requirement, Section 5.11 or Section 5.12 to secureany of the Secured Obligations.

“ Senior Representative ” means, with respect to any series of Permitted First Priority Refinancing Debt or PermittedSecond Priority Refinancing Debt or any Permitted Refinancing thereof, the trustee, administrative agent, collateral agent,security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred orotherwise obtained, as the case may be, and each of their successors in such capacities.

“ Sold Entity or Business ” has the meaning assigned to such term in the definition of the term “Consolidated EBITDA.”

“ Solicited Discount Proration ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Solicited Discounted Prepayment Amount ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Solicited Discounted Prepayment Notice ” means an irrevocable written notice of a Borrower Solicitation ofDiscounted Prepayment Offers made pursuant to Section 2.11(a)(ii)(D), substantially in the form of Exhibit N .

“ Solicited Discounted Prepayment Offer ” means the irrevocable written offer by each Term Lender, substantially in theform of Exhibit O , submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

“ Solicited Discounted Prepayment Response Date ” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“ Specified Discount ” has the meaning assigned to such term in Section 2.11(a)(ii)(B).

“ Specified Discount Prepayment Amount ” has the meaning assigned to such term in Section 2.11(a)(ii)(B).

“ Specified Discount Prepayment Notice ” means an irrevocable written notice of the Borrower of a Specified DiscountPrepayment Notice made pursuant to Section 2.11(a)(ii)(B), substantially in the form of Exhibit J .

“ Specified Discount Prepayment Response ” means the irrevocable written response by each Term Lender, substantiallyin the form of Exhibit K , to a Specified Discount Prepayment Notice.

“ Specified Discount Prepayment Response Date ” has the meaning assigned to such term in Section 2.11(a)(ii)(B).

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“ Specified Discount Proration ” has the meaning assigned to such term in Section 2.11(a)(ii)(B).

“ Specified Transaction ” means, with respect to any period, any Investment, sale, transfer or other disposition of assets,incurrence or repayment of Indebtedness, Restricted Payment, subsidiary designation or other event that by the terms of the LoanDocuments requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculatedon a Pro Forma Basis.

“ Sponsor ” means Crestview Partners II GP, L.P. and its Affiliates.

“ S&P ” means Standard & Poor’s Ratings Group, a division of S&P Global Inc., or any successor to its rating agencybusiness.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and thedenominator of which is the number one minus the aggregate of the maximum reserve, liquid asset or similar percentages(including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by any GovernmentalAuthority of the United States. Such reserve, liquid asset or similar percentages shall include those imposed pursuant toRegulation D of the Board of Governors. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset orsimilar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time toany Lender under Regulation D or any other applicable law, rule or regulation. The Statutory Reserve Rate shall be adjustedautomatically on and as of the effective date of any change in any reserve percentage.

“ Submitted Amount ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Submitted Discount ” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“ Subordinated Indebtedness ” means any Indebtedness that is subordinated in right of payment to the Loan DocumentObligations or Indebtedness that is secured by Liens that are junior to the Liens securing the Loan Document Obligations, and anyPermitted Refinancing thereof.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company,partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’sconsolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any othercorporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interestsrepresenting more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, morethan 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date,otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of theparent.

“ Subsidiary ” means any subsidiary of the Borrower.

“ Subsidiary Loan Party ” means each Subsidiary of the Borrower that is a party to the Guarantee Agreement and theCollateral Agreement.

“ Successor Borrower ” has the meaning assigned to such term in Section 6.03(a)(iv).

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or optionor similar agreement or contract involving, or settled by reference to, one or more

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rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures ofeconomic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that nophantom stock or similar plan providing for payments only on account of services provided by current or former directors,officers, employees or consultants of Holdings, any Intermediate Parent, the Borrower or the other Subsidiaries shall be a SwapAgreement.

“ Swingline Commitment ” means the commitment of the Swingline Lender to make Swingline Loans up to anaggregate principal amount not to exceed $5,000,000.

“ Swingline Exposure ” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at suchtime. The Swingline Exposure of any Revolving Lender at any time shall be the sum of (a) its Applicable Percentage of theaggregate principal amount of all Swingline Loans outstanding at such time (excluding, in the case of any Revolving Lender thatis a Swingline Lender, Swingline Loans made by it and outstanding at such time to the extent that the other Revolving Lendersshall not have funded their participations in such Swingline Loans), adjusted to give effect to any reallocation under Section 2.22of the Swingline Exposure of Defaulting Lenders in effect at such time, and (b) in the case of any Lender that is a SwinglineLender, the aggregate principal amount of all Swingline Loans made by such Lender and outstanding at such time to the extentthat the other Lenders shall not have funded their participations in such Swingline Loans.

“ Swingline Lender ” means (a) Goldman Sachs Bank USA, in its capacity as the lender of Swingline Loans hereunderand (b) each Revolving Lender that shall have become a Swingline Lender hereunder as provided in Section 2.04(d) (other thanany Person that shall have ceased to be a Swingline Lender as provided in Section 2.04(e)), each in its capacity as a lender ofSwingline Loans hereunder.

“ Swingline Loan ” means a Loan made pursuant to Section 2.04.

“ Syndication Agent ” means Goldman Sachs Bank USA.

“ Tax Receivable Agreement ” means the Tax Receivable Agreement dated as of October 6, 2016, by and among CWH,the management representative (as defined therein) and the other members of Holdings party thereto, as in effect on the datehereof.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges, assessments, fees orwithholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Term Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make a TermLoan hereunder on the Effective Date, expressed as an amount representing the maximum principal amount of the Term Loan tobe made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and(b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to an Assignment andAssumption. The amount of each Lender’s Term Commitment as of the Effective Date is set forth on Schedule 2.01 or in theAssignment and Assumption pursuant to which such Lender shall have assumed its Term Commitment, as the case may be. Theinitial aggregate amount of the Lenders’ Term Commitments on the Effective Date is $645,000,000.

“ Term Commitment Increase ” has the meaning assigned to such term in Section 2.20(b).

“ Term Lender ” means a Lender with a Term Commitment or an outstanding Term Loan.

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“ Term Loans ” means Loans made pursuant to clause (a) of Section 2.01, Other Term Loans and term loans madepursuant to a Term Commitment Increase, as the context requires.

“ Term Maturity Date ” means November 8, 2023 (or, with respect to any Term Lender that has extended the maturitydate of its Term Loans pursuant to Section 2.21(b), the extended maturity date set forth in the Extension Notice delivered by theBorrower and such Term Lender to the Administrative Agent pursuant to Section 2.21(b)).

“ Test Period ” means, at any date of determination, the period of four consecutive fiscal quarters of the Borrower thenlast ended for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the delivery of anysuch financial statements, pursuant to Section 5.01(a) or (b) of the Existing Credit Agreement).

“ Total Leverage Ratio ” means, as of any date of determination, the ratio, on a Pro Forma Basis, of (a) Consolidated NetDebt as of such date to (b) Consolidated EBITDA for the most recently ended Test Period.

“ Transaction Costs ” means all fees, costs and expenses incurred or payable by Holdings, the Borrower or anySubsidiary, including, for the avoidance of doubt, any premiums, prepayment penalties, and write-offs paid or made in connectionwith the transactions described in clauses (a) and (b) of the definition of “Transactions.”

“ Transactions ” means (a) the Financing Transactions, (b) the Refinancing and (c) the payment of the Transaction Costs.

“ Type ,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on theLoans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“ UCC ” means the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in anyapplicable state or jurisdiction.

“ United States Tax Compliance Certificate ” has the meaning specified in Section 2.17(f).

“ USA Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required toIntercept and Obstruct Terrorism Act of 2001, as amended from time to time.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of yearsobtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment,sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by(ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of suchpayment; by (b) the then outstanding principal amount of such Indebtedness.

“ Wholly Owned Subsidiary ” means, with respect to any Person at any date, a subsidiary of such Person of whichsecurities or other ownership interests representing 100% of the Equity Interests (other than (a) directors’ qualifying shares and(b) nominal shares issued to foreign nationals to the extent required by applicable Requirements of Law) are, as of such date,owned, controlled or held by such Person or one or more Wholly Owned Subsidiaries of such Person or by such Person and oneor more Wholly Owned Subsidiaries of such Person.

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“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal fromsuch Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down andconversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEAMember Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.02 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classifiedand referred to by Class ( e.g ., a “ Revolving Loan ”) or by Type ( e.g ., a “ Eurocurrency Loan ”) or by Class and Type ( e.g ., a“ Eurocurrency Revolving Loan ”). Borrowings also may be classified and referred to by Class ( e.g ., a “ Revolving Borrowing”) or by Type ( e.g ., a “ Eurocurrency Borrowing ”) or by Class and Type ( e.g ., a “ Eurocurrency Revolving Borrowing ”).

Section 1.03 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural formsof the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine andneuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “withoutlimitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the contextrequires otherwise, (a) any definition of or reference to any agreement (including this Agreement and the other Loan Documents),instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from timeto time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments,supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’ssuccessors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority,any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) the words “herein,” “hereof” and“hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particularprovision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles andSections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to havethe same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,accounts and contract rights.

Section 1.04 Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of anaccounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided , however ,that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof(including any definition) to eliminate the effect of any change occurring after the Effective Date in GAAP or in the applicationthereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders requestan amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after suchchange in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect andapplied immediately before such change shall have become effective until such notice shall have been withdrawn or suchprovision amended in accordance herewith. Notwithstanding any other provision contained herein, all

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terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred toherein shall be made, without giving effect to any election under Financial Accounting Standards Accounting StandardsCodification No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting StandardsCodification), to value any Indebtedness of Holdings, the Borrower or any Subsidiary at “fair value” as definedtherein. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall beconstrued, and all computations of amounts and ratios referred to herein shall be made, (A) without giving effect to (x) anyelection under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting StandardsCodification having a similar result or effect) (and related interpretations) to value any Indebtedness at “fair value”, as definedtherein, or (y) any other accounting principle that results in any Indebtedness being reflected on a balance sheet at an amount lessthan the stated principal amount thereof (or, in the case of Indebtedness issued at a discount (other than an underwriting discount)to stated principal amount, the issue price thereof plus accreted discount), (B) without giving effect to any treatment ofIndebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any otherAccounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and relatedinterpretations) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtednessshall at all times be valued at the full stated principal amount thereof, and (C) without giving effect to any change in accountingfor leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02,Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right touse) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as ineffect on December 31, 2015.

Section 1.05 Conditionality Testing Date . Solely for purposes of determining (a) compliance on a Pro FormaBasis with any provision of this Agreement (including showing compliance with the Financial Performance Covenant on a ProForma Basis) that requires the calculation of the Total Leverage Ratio or Consolidated EBITDA or (b) whether a Default or anEvent of Default has occurred and is continuing, in each case in connection with any determination as to whether a LimitedConditionality Transaction is permitted to be consummated (but, for the avoidance of doubt, not for purposes of determiningwhether the Borrower has actually complied with Section 6.11), the date of determination of whether such Limited ConditionalityTransaction is permitted hereunder shall, at the option of the Borrower, be the date on which the definitive agreements for suchLimited Conditionality Transaction are entered into or the date on which the Borrower or the applicable subsidiary becomeslegally obligated to consummate a Limited Conditionality Transaction (the “ LCT Test Date ”) (provided that the Borrowerexercises such option by delivering to the Administrative Agent a certificate of a Responsible Officer prior to the LCT Test Date),with such determination to give Pro Forma Effect to such Limited Conditionality Transaction and the other transactions to beentered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if theyhad occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. For the avoidance of doubt, ifthe Borrower has exercised such option and any of the ratios or amounts for which compliance was determined or tested as of theLCA Test Date are exceeded as a result of fluctuations in any such ratio or amount, including due to fluctuations in ConsolidatedEBITDA or Acquired EBITDA, at or prior to the consummation of the Limited Conditionality Transaction, such ratios will not bedeemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the LimitedConditionality Transaction is permitted to be consummated. If the Borrower has exercised such option for any LimitedConditionality Transaction, then, in connection with any subsequent calculation of ratios or amounts on or following the relevantLCT Test Date and prior to the earlier of (i) the date on which such Limited Conditionality Transaction is consummated and(ii) the date that the definitive agreements for such Limited Conditionality Transaction are terminated or expire withoutconsummation of such Limited Conditionality Transaction, any such ratio or basket shall be calculated on a Pro Forma Basisassuming such Limited Conditionality Transaction and the other transactions in connection therewith (including any incurrence ofIndebtedness or Liens and the use of proceeds thereof) have been consummated.

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ARTICLE IITHE CREDITS

Section 2.01 Commitments . Subject to the terms and conditions of this Agreement (a) each Term Lenderseverally agrees to make a Term Loan to the Borrower denominated in dollars on the Effective Date in a principal amount equalto such Lender’s Term Commitment, and (b) each Revolving Lender agrees to make Revolving Loans to the Borrowerdenominated in dollars from time to time during the Revolving Availability Period in an aggregate principal amount which willnot result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or the Aggregate RevolvingExposure exceeding the aggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditionsset forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of TermLoans may not be reborrowed.

Section 2.02 Loans and Borrowings .

(a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the sameClass and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. Thefailure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder,provided that the Commitments of the Lenders are several and other than as expressly provided herein with respect to aDefaulting Lender, no Lender shall be responsible for any other Lender’s failure to make Loans as required hereby.

(b) Subject to Section 2.14, each Revolving Borrowing and Term Borrowing shall be comprised entirely of ABRLoans or Eurocurrency Loans as the Borrower may request in accordance herewith; provided that all Borrowings made on theEffective Date must be made as ABR Borrowings unless the Borrower shall have given the notice required for a EurocurrencyBorrowing under Section 2.03 and provided an indemnity letter extending the benefits of Section 2.16 to Lenders in respect ofsuch Borrowings. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Loan by causing anydomestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall notaffect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in anaggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided thata Eurocurrency Borrowing that results from a continuation of an outstanding Eurocurrency Borrowing may be in an aggregateamount that is equal to such outstanding Borrowing. At the time that each ABR Borrowing is made, such Borrowing shall be inan aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. EachSwingline Loan shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the BorrowingMinimum. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not atany time be more than a total of six Eurocurrency Borrowings outstanding. Notwithstanding anything to the contrary herein, anABR Revolving Borrowing or a Swingline Loan may be in an aggregate amount which is equal to the entire unused balance ofthe aggregate Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplatedby Section 2.05(f).

Section 2.03 Requests for Borrowings . Each Borrowing shall be made upon the Borrower’s irrevocable notice tothe Administrative Agent in the form of a written Borrowing Request, (a) in the case of a Eurocurrency Borrowing, not later than12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABRBorrowing, not later than 12:00 noon,

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New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABRRevolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(f) may be given notlater than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall beirrevocable. Each Borrowing Request shall specify the following information:

(i) whether the requested Borrowing is to be a Revolving Borrowing, a Term Borrowing or a Borrowingof any other Class (specifying the Class thereof);

(ii) the aggregate amount of such Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, whichshall be a period contemplated by the definition of the term “Interest Period”;

(vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shallcomply with the requirements of Section 2.06, or, in the case of any ABR Revolving Borrowing or Swingline Loanrequested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the IssuingBank that made such LC Disbursement; and

(vii) that as of the date of such Borrowing, the conditions set forth in Section 4.02 are satisfied.

If no election as to the Type of Borrowing is specified as to any Borrowing, then the requested Borrowing shall be an ABRBorrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall bedeemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request inaccordance with this Section, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof andof the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04 Swingline Loans .

(a) Subject to the terms and conditions set forth herein (including Section 2.22), in reliance upon the agreements ofthe other Lenders set forth in this Section 2.04, the Swingline Lender agrees to make Swingline Loans to the Borrower from timeto time during the Revolving Availability Period denominated in dollars, in an aggregate principal amount at any timeoutstanding that will not result in (i) the outstanding Swingline Loans of the Swingline Lender exceeding its SwinglineCommitment, (ii) the Revolving Exposure of the Swingline Lender exceeding its Revolving Commitment or (iii) the AggregateRevolving Exposure exceeding the aggregate Revolving Commitments, provided that the Swingline Lender shall not be requiredto make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms andconditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

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(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender ofsuch request in writing or facsimile (confirmed by telephone), not later than 10:00 a.m., New York City time, or, if agreed by theSwingline Lender, 12:00 noon, New York City time, on the day of such proposed Swingline Loan. Each such notice shall beirrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested SwinglineLoan and (iii) the location and number of the Borrower’s account to which funds are to be credited, which shall comply withSection 2.06, or in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided inSection 2.05(f), the identity of the Issuing Bank that made such LC Disbursement. The Swingline Lender shall make eachSwingline Loan available to the Borrower by means of a credit to the general deposit accounts of the Borrower maintained withthe Swingline Lender for the applicable Swingline Loan (or, in the case of a Swingline Loan made to finance the reimbursementof an LC Disbursement as provided in Section 2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m., New YorkCity time, on the requested date of such Swingline Loan. No Swingline Lender shall be under any obligation to make aSwingline Loan if any Lender is at that time a Defaulting Lender, if after giving effect to Section 2.22(a)(iv), any DefaultingLender Fronting Exposure remains outstanding.

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 1:00 p.m., NewYork City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or aportion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in whichRevolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof toeach Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or SwinglineLoans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay tothe Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loanor Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in SwinglineLoans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever,including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and thateach such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lendershall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner asprovided in Section 2.06 with respect to Loans made by such Lender (with references to 12:00 noon, New York City time, in suchSection being deemed to be references to 3:00 p.m., New York City time) (and Section 2.06 shall apply, mutatis mutandis , to thepayment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit tothe Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify theBorrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect ofsuch Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by theSwingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt bythe Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to theAdministrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the AdministrativeAgent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, astheir interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or theAdministrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such payment is required to berefunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall notrelieve the Borrower of any default in the payment thereof.

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(d) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or moreRevolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of anappointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substancereasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent andsuch designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Lender shall haveall the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “SwinglineLender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans hereunder.

(e) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder byproviding a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shallbecome effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth BusinessDay following the date of the delivery thereof, provided that no such termination shall become effective until and unless theSwingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any suchtermination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a SwinglineLender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make anyadditional Swingline Loans.

(f) If at any time that Swingline Loans are outstanding a Revolving Lender becomes a Defaulting Lender, theSwingline Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders that are RevolvingLenders in accordance with Section 2.22(a)(iv). If such reallocation cannot, or can only partially, be effected, the Borrower shallwithin one Business Day following notice and request by the Administrative Agent prepay such unreallocated portion of theSwingline Loans. Notwithstanding the foregoing, the Swingline Lender shall be under no obligation to make any Swingline Loanat any time that any Revolving Lender is a Defaulting Lender unless it is reasonably satisfied that the related exposure will be100% covered by the Revolving Commitments of the Non-Defaulting Lenders and participating interests in any such newly madeSwingline Loan shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.22(a)(iv).

Section 2.05 Letters of Credit .

(a) General . Subject to the terms and conditions set forth herein (including Section 2.22), each Issuing Bankagrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.05, to issue standby Letters of Creditfor the Borrower’s own account (or for the account of any Subsidiary of the Borrower so long as the Borrower and suchSubsidiary are co-applicants in respect of such Letter of Credit), in a form reasonably acceptable to the Administrative Agent andthe applicable Issuing Bank, which shall reflect the standard operating procedures of such Issuing Bank, at any time and fromtime to time during the Revolving Availability Period and prior to the fifth Business Day prior to the Revolving Maturity Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any formof letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, theapplicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit(or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver in writing by handdelivery or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient)to the applicable Issuing Bank and the Administrative Agent (at least five Business Days before the requested date of issuance,amendment,

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renewal or extension or such shorter period as the applicable Issuing Bank and the Administrative Agent may agree) a noticerequesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, andspecifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letterof Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Letter of Credit, the name andaddress of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letterof Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on suchIssuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended,renewed or extended only if (and upon issuance, amendment, renewal or extension of any Letter of Credit the Borrower shall bedeemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the AggregateRevolving Exposure shall not exceed the aggregate Revolving Commitments, (ii) the aggregate LC Exposure shall not exceed theLetter of Credit Sublimit and (iii) the conditions set forth in Section 4.02 shall have been satisfied. No Issuing Bank shall beunder any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitratorshall enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any law or regulation applicable to such IssuingBank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over suchIssuing Bank shall prohibit the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon suchIssuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank isnot otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank anyunreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good faithdeems material to it, (ii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is inan initial stated amount less than $500,000, (iii) any Lender is at that time a Defaulting Lender, if after giving effect toSection 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding, unless such Issuing Bank has entered intoarrangements, including the delivery of cash collateral, reasonably satisfactory to such Issuing Bank with the Borrower or suchLender to eliminate such Issuing Bank’s Defaulting Lender Fronting Exposure arising from either the Letter of Credit thenproposed to be issued or such Letter of Credit and all other LC Exposure as to which such Issuing Bank has Defaulting LenderFronting Exposure, (iv) the expiry date of such requested Letter of Credit would occur after the day that is five Business Daysprior to the Revolving Maturity Date, unless such Letter of Credit has been cash collateralized or backstopped in a manneracceptable to the applicable Issuing Bank or (v) the issuance of such Letter of Credit would violate any policies of the applicableIssuing Bank applicable to letters of credit generally.

(c) Notice . Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of aLetter of Credit to occur unless it shall have confirmed with the Administrative Agent that such issuance, amendment, renewal orextension is permitted under Section 2.05(b).

(d) Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) thedate that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, oneyear after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date; providedthat if such expiry date is not a Business Day, such Letter of Credit shall expire at or prior to the close of business on the nextsucceeding Business Day; provided further , that any Letter of Credit may, upon the request of the Borrower, include a provisionwhereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but notbeyond the date that is five Business Days prior to the Revolving Maturity Date except to the extent cash collateralized orbackstopped pursuant to arrangements acceptable to the applicable Issuing Bank) unless the applicable Issuing Bank notifies thebeneficiary thereof within the

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time period specified in such Letter of Credit or, if no such time period is specified, at least 30 days prior to the then-applicableexpiration date, that such Letter of Credit will not be renewed.

(e) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing theamount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, suchIssuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, aparticipation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount availableto be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender herebyabsolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such RevolvingLender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on thedate due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrowerfor any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to thisparagraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,including any issuance, amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Defaultor any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset,abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing,amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incurany liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02, unless, atleast one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of anautomatic renewal permitted pursuant to paragraph (d) of this Section, at least one Business Day prior to the time by which theelection not to extend must be made by the applicable Issuing Bank), the Majority in Interest of the Revolving Lenders shall havenotified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events orcircumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would notbe satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in theevent any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew orextend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shallhave been cured or otherwise shall have ceased to exist).

(f) Reimbursement . If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, suchIssuing Bank shall notify the Borrower of such LC Disbursement in accordance with the provisions of Section 2.05(h), and theBorrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LCDisbursement (i) on the same day if notified by such Issuing Bank prior to 11:00 a.m., New York City time, on the date of suchpayment and (ii) not later than 4:00 p.m., New York City time, on the Business Day immediately following the day that theBorrower receives notice of such LC Disbursement if notified by such Issuing Bank after 11:00 a.m., New York City time, onthe date of such payment, provided that the Borrower may, subject to the conditions to borrowing set forth herein, request inaccordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or a Swingline Loan, ineach case in an equivalent amount, and, to the extent so financed, the Borrower’s obligation to make such payment shall bedischarged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make suchpayment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, thepayment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptlyfollowing receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of thepayment then due from the Borrower, in dollars and in the same manner as provided in Section 2.06 with respect to

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Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the RevolvingLenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank theamounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any paymentfrom the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable IssuingBank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank,then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lenderpursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR RevolvingLoans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligationto reimburse such LC Disbursement.

(g) Obligations Absolute . The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph(f) of this Section is absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of thisAgreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letterof Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Creditproving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect,(iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not complywith the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of theforegoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right ofsetoff against, the Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders, the Issuing Banks or any oftheir Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of anyLetter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to inthe preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or othercommunication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), anyerror in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks;provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of anydirect damages (as opposed to consequential or punitive damages, claims in respect of which are hereby waived by the Borrowerto the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise carewhen determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. Theparties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing Bank (asdetermined by a court of competent jurisdiction in a final, nonappealable judgment), such Issuing Bank shall be deemed to haveexercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the partiesagree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letterof Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents withoutresponsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and makepayment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit, and anysuch acceptance or refusal shall be deemed not to constitute gross negligence or willful misconduct.

(h) Disbursement Procedures . Each Issuing Bank shall, promptly following its receipt thereof, examine alldocuments purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify theAdministrative Agent and the Borrower by telephone (confirmed by hand delivery or facsimile) of such demand for payment andwhether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in

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giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders withrespect to any such LC Disbursement in accordance with paragraph (f) of this Section.

(i) Interim Interest . If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall

reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest,for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimbursessuch LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails toreimburse such LC Disbursement when due pursuant to paragraph (f) of this Section, then Section 2.13(c) shall apply. Interestaccrued pursuant to this paragraph shall be paid to the Administrative Agent, for the account of the applicable Issuing Bank,except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (f) of this Section toreimburse such Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment and shall bepayable on demand or, if no demand has been made, on the date on which the Borrower reimburses the applicable LCDisbursement in full.

(j) Cash Collateralization . If any Event of Default shall occur and be continuing, on the Business Day on whichthe Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has beenaccelerated, the Required Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Borrowershall deposit and pledge (as a perfected first priority security interest) in an account with the Administrative Agent, in the name ofthe Administrative Agent and for the benefit of the Issuing Banks and the Lenders (including the Swingline Lender), an amountof cash in dollars equal to 105% of the portions of the LC Exposure attributable to Letters of Credit, as of such date plus anyaccrued and unpaid interest thereon; provided that the obligation to deposit and pledge such cash collateral shall become effectiveimmediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon theoccurrence of any Event of Default with respect to the Borrower described in paragraph (h) or (i) of Section 7.01. The Borroweralso shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such depositshall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower underthis Agreement. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remainsoutstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent, any IssuingBank or the Swingline Lender, the Borrower shall deliver and pledge to the Administrative Agent cash in an amount sufficient tocover such Defaulting Lender Fronting Exposure (after giving effect to any cash collateral provided by the DefaultingLender). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, oversuch account. Other than any interest earned on the investment of such deposits, which investments shall be made at the optionand sole discretion of the Administrative Agent in Permitted Investments and at the Borrower’s risk and expense, such depositsshall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such accountshall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not beenreimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowerfor the LC Exposure at such time. If the Borrower is required to provide an amount of cash collateral hereunder as a result ofthe occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (to the extent not applied asaforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived orthe termination of Defaulting Lender status, as applicable. If the Borrower is required to provide an amount of cash collateralhereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower asand to the extent that, after giving effect to

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such return, the Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and becontinuing.

(k) Designation of Additional Issuing Banks . The Borrower may, at any time and from time to time, with theconsent of the Administrative Agent (not to be unreasonably withheld), designate as additional Issuing Banks one or moreRevolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of anappointment as an Issuing Bank hereunder shall be evidenced by an agreement, which shall be in form and substance reasonablysatisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and suchdesignated Revolving Lender and, from and after the effective date of such agreement, (i) such Revolving Lender shall have allthe rights and obligations of an Issuing Bank under this Agreement and (ii) references herein to the term “Issuing Bank” shall bedeemed to include such Revolving Lender in its capacity as an issuer of Letters of Credit hereunder.

(l) Termination of an Issuing Bank . The Borrower may terminate the appointment of any Issuing Bank as an“Issuing Bank” hereunder by providing a written notice thereof to such Issuing Bank, with a copy to the AdministrativeAgent. Any such termination shall become effective upon the earlier of (i) such Issuing Bank’s acknowledging receipt of suchnotice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall becomeeffective until and unless the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shallhave been reduced to zero. At the time any such termination shall become effective, the Borrower shall pay all unpaid feesaccrued for the account of the terminated Issuing Bank pursuant to Section 2.12(b). Notwithstanding the effectiveness of anysuch termination, the terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an IssuingBank under this Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not issue anyadditional Letters of Credit.

(m) Issuing Bank Reports to the Administrative Agent . Unless otherwise agreed by the Administrative Agent,each Issuing Bank shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to theAdministrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent)in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, allexpirations and cancellations and all disbursements and reimbursements, (ii) within five Business Days following the time thatsuch Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal orextension, and the face amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after givingeffect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on eachBusiness Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) onany Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bankon such day, the date of such failure and the amount of such LC Disbursement and (v) on any other Business Day, such otherinformation as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.

(n) Applicability of ISP . Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrowerwhen a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit.

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Section 2.06 Funding of Borrowings .

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer ofimmediately available funds by 12:00 noon, New York City time, to the Applicable Account of the Administrative Agent mostrecently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided inSection 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts soreceived, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request; providedthat (i) Swingline Loans shall be made as provided in Section 2.04 and (ii) ABR Revolving Borrowings made to finance thereimbursement of an LC Disbursement as provided in Section 2.05(f) shall be remitted by the Administrative Agent to theapplicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to Section 2.05(f) to reimbursesuch Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of anyBorrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, theAdministrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph(a) of this Section and may, in reliance on such assumption and in its sole discretion, make available to the Borrower acorresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to theAdministrative Agent, then the applicable Lender agrees to pay to the Administrative Agent an amount equal to such share ondemand of the Administrative Agent. If such Lender does not pay such corresponding amount forthwith upon demand of theAdministrative Agent therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower agrees to paysuch corresponding amount to the Administrative Agent forthwith on demand. The Administrative Agent shall also be entitled torecover from such Lender or the Borrower interest on such corresponding amount, for each day from and including the date suchamount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case ofsuch Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordancewith banking industry rules on interbank compensation, or (ii) in the case of the Borrower, the interest rate applicable to suchBorrowing in accordance with Section 2.13. If such Lender pays such amount to the Administrative Agent, then such amountshall constitute such Lender’s Loan included in such Borrowing.

(c) The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund participations inLetters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure ofany Lender to make any Loan, to fund any such participation or to make any payment under Section 9.03(c) on any date requiredhereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall beresponsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment underSection 9.03(c).

Section 2.07 Interest Elections .

(a) Each Revolving Borrowing and Term Borrowing initially shall be of the Type specified in the applicableBorrowing Request or designated by Section 2.03 and, in the case of a Eurocurrency Borrowing, shall have an initial InterestPeriod as specified in such Borrowing Request or designated by Section 2.03. Thereafter, the Borrower may elect to convert suchBorrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect InterestPeriods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of theaffected Borrowing, in which case each such portion shall be allocated ratably

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among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall beconsidered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of suchelection in writing by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting aRevolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each suchwritten Interest Election Request shall be irrevocable.

(c) Each Interest Election Request shall be in writing and shall specify the following information in compliancewith Section 2.03:

(i) the Borrowing to which such Interest Election Request applies and, if different options are beingelected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (inwhich case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resultingBorrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be aBusiness Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv) if the resulting Borrowing is to be a Eurocurrency Borrowing, the Interest Period to be applicablethereto after giving effect to such election, which shall be a period contemplated by the definition of the term “InterestPeriod.”

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then theBorrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request in accordance with this Section, the AdministrativeAgent shall advise each Lender of the applicable Class of the details thereof and of such Lender’s portion of each resultingBorrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowingprior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end ofsuch Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, ifan Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, sonotifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to orcontinued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall be converted to an ABRBorrowing at the end of the applicable Interest Period.

Section 2.08 Termination and Reduction of Commitments .

(a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date.

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(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class,provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after givingeffect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the AggregateRevolving Exposure would exceed the aggregate Revolving Commitments.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitmentsunder paragraph (b) of this Section at least one Business Day prior to the effective date of such termination or reduction,specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agentshall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall beirrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that suchnotice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of otherIndebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by theBorrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is notsatisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of theCommitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of suchClass.

Section 2.09 Repayment of Loans; Evidence of Debt .

(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of eachLender the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to theAdministrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender asprovided in Section 2.10 and (iii) to the Swingline Lender or the Administrative Agent, as provided in Section 2.04(c), the thenunpaid principal amount of each Swingline Loan made by the Swingline Lender on the earlier to occur of (A) the date that is 10Business Days after such Swingline Loan is made and (B) the Revolving Maturity Date; provided that on each date that aRevolving Borrowing is made, the Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowingwas requested.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing theindebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principaland interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan madehereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest dueand payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum receivedby the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be conclusiveabsent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any errortherein shall not in any manner affect the obligation of the Borrower to pay any amounts due hereunder in accordance with theterms of this Agreement. In the event of any inconsistency between the entries made pursuant to paragraphs (b) and

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(c) of this Section, the accounts maintained by the Administrative Agent pursuant to paragraph (c) of this Section shall control.

(e) The Term Loans made by each Term Lender shall, at the request of such Term Lender, be evidenced by apromissory note of the Borrower in substantially the form of Exhibit T , payable to such Term Lender and otherwise dulycompleted. The Revolving Loans (other than Swingline Loans) made by each Revolving Lender shall, at the request of suchRevolving Lender, be evidenced by a promissory note of the Borrower in substantially the form of Exhibit U , dated (i) theEffective Date or (ii) the effective date of an Assignment pursuant to Section 9.04(b), payable to such Revolving Lender in aprincipal amount as originally in effect and otherwise duly completed and such substitute Notes as required bySection 9.04(b). The Swingline Loans made by the Swingline Lender resulting from the advances under Section 2.04 shall, at therequest of the Swingline Lender, be evidenced by a promissory note of the Borrower in substantially the form of Exhibit V ,payable to the Swingline Lender in a principal amount equal to the Swingline Commitment. The date, amount, Type, interest rateand Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall berecorded by such Lender on its books for its Notes, and, prior to any transfer may be endorsed by such Lender on the scheduleattached to such Notes or any continuation thereof or on any separate record maintained by such Lender. Failure to make anysuch notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loansor affect the validity of such transfer by any Lender of its Note.

Section 2.10 Amortization of Term Loans .

(a) Subject to adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay Term Borrowings onthe last day of each March, June, September and December (commencing on March 31, 2017) in a principal amount equal to(i) the aggregate principal amount of Term Loans made on the Effective Date multiplied by (ii) 0.250%; provided that if anysuch date is not a Business Day, such payment shall be due on the next succeeding Business Day.

(b) To the extent not previously paid, all Term Loans shall be due and payable on the Term Maturity Date.

(c) Any prepayment of a Term Borrowing of any Class (i) pursuant to Section 2.11(a)(i) shall be applied to reducethe subsequent scheduled and outstanding repayments of the Term Borrowings of such Class to be made pursuant to thisSection as directed by the Borrower (and absent such direction in direct order of maturity) and (ii) pursuant to Section 2.11(c) or2.11(d) shall be applied to reduce the subsequent scheduled and outstanding repayments of the Term Borrowings of such Class tobe made pursuant to this Section, or, except as otherwise provided in any Refinancing Amendment, pursuant to the correspondingsection of such Refinancing Amendment, ratably in accordance with the amounts thereof.

(d) Prior to any repayment of any Term Borrowings of any Class hereunder, the Borrower shall select theBorrowing or Borrowings of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmedby hand delivery or facsimile) of such election not later than 12:00 noon, New York City time, one Business Day before thescheduled date of such repayment. In the absence of a designation by the Borrower as described in the preceding sentence, theAdministrative Agent shall make such designation in its reasonable discretion with a view, but no obligation, to minimizebreakage costs owing under Section 2.16. Each repayment of a Borrowing shall be applied ratably to the Loans included in therepaid Borrowing. Repayments of Term Borrowings shall be accompanied by accrued interest on the amount repaid.

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Section 2.11 Prepayment of Loans .

(a) (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or inpart, subject to the requirement to pay any amounts required pursuant to paragraph (g) of this Section.

(ii) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Default or Event of Defaulthas occurred and is continuing and (y) no proceeds of Revolving Loans or Swingline Loans are used for this purpose, theBorrower may offer to prepay the outstanding Term Loans on the following basis:

(A) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par(such prepayment, a “ Discounted Term Loan Prepayment ”) pursuant to a Borrower Offer of Specified DiscountPrepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of DiscountedPrepayment Offers, in each case made in accordance with this Section 2.11(a)(ii); provided that the Borrower shall notinitiate any action under this Section 2.11(a)(ii) in order to make a Discounted Term Loan Prepayment unless (I) at least10 Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as aresult of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date, or (II) at leastthree Business Days shall have passed since the date the Borrower was notified that no Term Lender was willing toaccept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to parvalue, as applicable, or in the case of any Borrower Solicitation of Discounted Prepayment Offers, the date of theBorrower’s election not to accept any Solicited Discounted Prepayment Offers; provided further , that any Term Loanthat is prepaid shall be automatically and irrevocably cancelled and the Register shall be updated to reflect suchcancellation (calculated on the par amount thereof) immediately upon acquisition by the Borrower.

(B) (1) Subject to the provisos to paragraph (A) above, the Borrower may from time to time offer tomake a Discounted Term Loan Prepayment by providing the Auction Agent with three Business Days’ notice in theform of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the solediscretion of the Borrower, to each Term Lender and/or each Lender with respect to any Class of Term Loans on anindividual Class basis (but, for the avoidance of doubt, pro rata to all Lenders within each applicable Class), (II) anysuch offer shall specify the aggregate principal amount offered to be prepaid (the “ Specified Discount PrepaymentAmount ”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and thespecific percentage discount to par (the “ Specified Discount ”) of such Term Loans to be prepaid (it being understoodthat different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect todifferent Classes of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to theterms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than$500,000 and whole increments of $100,000 in excess thereof and (IV) each such offer shall remain outstanding throughthe Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant TermLender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount PrepaymentResponse to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00p.m., New York City time, on the third Business Day after the date of delivery of such notice to the relevant TermLenders (the “ Specified Discount Prepayment Response Date ”).

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(2) Each relevant Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by theSpecified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevantthen outstanding Term Loans at the Specified Discount and, if so (such accepting Term Lender, a “ DiscountPrepayment Accepting Lender ”), the amount and the Classes of such Lender’s Term Loans to be prepaid at suchSpecified Discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment AcceptingLender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by theAuction Agent (or its delegate) by the Specified Discount Prepayment Response Date shall be deemed to have declinedto accept the applicable Borrower Offer of Specified Discount Prepayment.

(3) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make a prepaymentof outstanding Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordancewith the respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified DiscountPrepayment Response given pursuant to subsection (2); provided that, if the aggregate principal amount of Term Loansaccepted for prepayment by all Discount Prepayment Accepting Lenders of any Class exceeds the Specified DiscountPrepayment Amount for such Class, such prepayment shall be made pro rata among the Discount Prepayment AcceptingLenders of such Class in accordance with the respective principal amounts accepted to be prepaid by each such DiscountPrepayment Accepting Lender, and the Auction Agent (in consultation with the Borrower and subject to roundingrequirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “ SpecifiedDiscount Proration ”). The Auction Agent shall promptly, and in any case within three Business Days following theSpecified Discount Prepayment Response Date, notify (I) the Borrower of the respective Term Lenders’ responses tosuch offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term LoanPrepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and theaggregate principal amount and the Classes of Term Loans to be prepaid at the Specified Discount on such date and(III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of theprincipal amount, Class and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Eachdetermination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall beconclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to theBorrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance withparagraph (F) below (subject to paragraph (J) below).

(C) (1) Subject to the provisos to paragraph (A) above, the Borrower may from time to time solicitDiscount Range Prepayment Offers by providing the Auction Agent with three Business Days’ notice in the form of aDiscount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of theBorrower, to each Term Lender and/or each Lender with respect to any Class of Loans on an individual Class basis (but,for the avoidance of doubt, pro rata to all Lenders within each applicable Class), (II) any such notice shall specify themaximum aggregate principal amount of the relevant Term Loans (the “ Discount Range Prepayment Amount ”), theClass or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range ”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loanswilling to be prepaid by the Borrower (it being understood that different Discount Ranges and/or Discount RangePrepayment Amounts may be offered with respect to different Classes of Term Loans and, in such an event, each suchoffer will be treated as a separate offer pursuant to the terms of this

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Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $500,000and whole increments of $100,000 in excess thereof and (IV) each such solicitation by the Borrower shall remainoutstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide eachrelevant Term Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount RangePrepayment Offer to be submitted by a responding relevant Term Lender to the Auction Agent (or its delegate) by nolater than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of such notice to therelevant Term Lenders (the “ Discount Range Prepayment Response Date ”). Each relevant Term Lender’s DiscountRange Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount ”) at which such Term Lender is willing to allow prepayment of any or all of its then outstandingTerm Loans of the applicable Class or Classes and the maximum aggregate principal amount and Classes of suchLender’s Term Loans (the “ Submitted Amount ”) such Lender is willing to have prepaid at the SubmittedDiscount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent (or itsdelegate) by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a DiscountedTerm Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

(2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before theapplicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrower andsubject to rounding requirements of the Auction Agent made in its reasonable discretion) the Applicable Discount andTerm Loans to be prepaid at such Applicable Discount in accordance with this paragraph (C). The Borrower agrees toaccept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by theAuction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is thelargest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the SubmittedDiscount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallestdiscount to par within the Discount Range being referred to as the “ Applicable Discount ”) which yields a DiscountedTerm Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range PrepaymentAmount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range PrepaymentOffer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed tohave irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any requiredproration pursuant to the following paragraph (3)) at the Applicable Discount (each such Lender, a “ ParticipatingLender ”).

(3) If there is at least one Participating Lender, the Borrower will prepay the respective outstanding TermLoans of each Participating Lender in the aggregate principal amount and of the Classes specified in such Lender’sDiscount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by allParticipating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount RangePrepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenderswhose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “ IdentifiedParticipating Lenders ”) shall be made pro rata among the Identified Participating Lenders in accordance with theSubmitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with theBorrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculatesuch proration (the “ Discount Range Proration ”). The Auction Agent shall promptly, and in any case

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within five Business Days following the Discount Range Prepayment Response Date, notify (I) the Borrower of therespective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the ApplicableDiscount, and the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid,(II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregateprincipal amount and Classes of Term Loans to be prepaid at the Applicable Discount on such date, (III) eachParticipating Lender of the aggregate principal amount and the Classes of Term Loans of such Lender to be prepaid atthe Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount RangeProration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower andLenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in suchnotice to the Borrower shall be due and payable by such Borrower on the Discounted Prepayment Effective Date inaccordance with paragraph (F) below (subject to paragraph (J) below).

(D) (1) Subject to the provisos to paragraph (A) above, the Borrower may from time to time solicitSolicited Discounted Prepayment Offers by providing the Auction Agent with three Business Days’ notice in the form ofa Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at the solediscretion of the Borrower, to each Term Lender and/or each Lender with respect to any Class of Term Loans on anindividual tranche basis (but, for the avoidance of doubt, pro rata to all Lenders within each applicable Class), (II) anysuch notice shall specify the maximum aggregate principal amount of the Term Loans (the “ Solicited DiscountedPrepayment Amount ”) and the Class or Classes of Term Loans the Borrower is willing to prepay at a discount (it beingunderstood that different Solicited Discount Prepayment Amounts may be offered with respect to different Classes ofTerm Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of thisSection), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $500,000 andwhole increments of $100,000 in excess thereof and (IV) each such solicitation by the Borrower shall remainoutstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provideeach relevant Term Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the SolicitedDiscounted Prepayment Offer to be submitted by a responding relevant Term Lender to the Auction Agent (or itsdelegate) by no later than 5:00 p.m., New York City time, on the third Business Day after the date of delivery of suchnotice to the relevant Term Lenders (the “ Solicited Discounted Prepayment Response Date ”). Each relevant TermLender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the AcceptanceDate, and (z) specify both a discount to par (the “ Offered Discount ”) at which such Term Lender is willing to allowprepayment of its then outstanding Term Loan and the maximum aggregate principal amount and tranches of such TermLoans (the “ Offered Amount ”) such Lender is willing to have prepaid at the Offered Discount. Any Term Lenderwhose Solicited Discounted Prepayment Offer is not received by the Auction Agent (or its delegate) by the SolicitedDiscounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at anydiscount.

(2) The Auction Agent shall promptly provide the Borrower with a copy of all Solicited DiscountedPrepayment Offers received on or before the Solicited Discounted Prepayment Response Date. The Borrower shallreview all such Solicited Discounted Prepayment Offers and select the smallest of the Offered Discounts specified by therelevant responding Term Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the Borrower (the“ Acceptable Discount ”), if any. If the Borrower elects to accept any Offered

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Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, butin no event later than by the third Business Day after the date of receipt by the Borrower from the Auction Agent of acopy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this paragraph (2) (the “ AcceptanceDate ”), the Borrower shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth theAcceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from theBorrower by the Acceptance Date, the Borrower shall be deemed to have rejected all Solicited Discounted PrepaymentOffers.

(3) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received byAuction Agent by the Solicited Discounted Prepayment Response Date, within three Business Days after receipt of anAcceptance and Prepayment Notice (the “ Discounted Prepayment Determination Date ”), the Auction Agent willdetermine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its solereasonable discretion) the aggregate principal amount and the Classes of Term Loans (the “ Acceptable PrepaymentAmount ”) to be prepaid by the Borrower at the Acceptable Discount in accordance with this paragraph (D). If theBorrower elects to accept any Acceptable Discount, then the Borrower agrees to accept all Solicited DiscountedPrepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, in the orderfrom largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Lenderthat has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to theAcceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its OfferedAmount (subject to any required pro rata reduction pursuant to the following sentence) at the Acceptable Discount (eachsuch Lender, a “ Qualifying Lender ”). The Borrower will prepay outstanding Term Loans pursuant to this paragraph(D) to each Qualifying Lender in the aggregate principal amount and of the Classes specified in such Lender’s SolicitedDiscounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by allQualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the SolicitedDiscounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenderswhose Offered Discount is greater than or equal to the Acceptable Discount (the “ Identified Qualifying Lenders ”) shallbe made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each suchIdentified Qualifying Lender and the Auction Agent (in consultation with the Borrower and subject to roundingrequirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “ SolicitedDiscount Proration ”). On or prior to the Discounted Prepayment Determination Date, the Auction Agent shall promptlynotify (I) the Borrower of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprisingthe Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the DiscountedPrepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and theClasses to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the aggregate principalamount and the Classes of Term Loans of such Lender to be prepaid at the Acceptable Discount on such date, and (IV) ifapplicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the AuctionAgent of the amounts stated in the foregoing notices to such Borrower and Lenders shall be conclusive and binding forall purposes absent manifest error. The payment amount specified in such notice to such Borrower shall be due andpayable by such Borrower on the Discounted Prepayment Effective Date in accordance with paragraph (F) below(subject to paragraph (J) below).

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(E) In connection with any Discounted Term Loan Prepayment, the Borrower and the Lendersacknowledge and agree that the Auction Agent may require, as a condition to any Discounted Term Loan Prepayment,the payment of customary fees and expenses from the Borrower in connection therewith.

(F) If any Term Loan is prepaid in accordance with paragraphs (B) through (D) above, the Borrower shallprepay such Term Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment tothe Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, orQualifying Lenders, as applicable, to the account specified by the Administrative Agent for such purpose in immediatelyavailable funds not later than 11:00 a.m., New York City time, on the Discounted Prepayment Effective Date and allsuch prepayments shall be applied to the remaining principal installments of the relevant Class of Term Loans on a prorata basis across such installments. The Term Loans so prepaid shall be accompanied by all accrued and unpaid intereston the principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Eachprepayment of outstanding Term Loans pursuant to this Section 2.11(a)(ii) shall be paid to the Discount PrepaymentAccepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable. The aggregate principal amount of theClasses and installments of the relevant Term Loans outstanding shall be deemed reduced by the full par value of theaggregate principal amount of the Classes of Term Loans prepaid on the Discounted Prepayment Effective Date in anyDiscounted Term Loan Prepayment.

(G) To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall beconsummated pursuant to procedures consistent with the provisions in this Section 2.11(a)(ii) established by the AuctionAgent acting in its reasonable discretion and as reasonably agreed by the Borrower.

(H) Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.11(a)(ii), each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or itsdelegate) shall be deemed to have been given upon the Auction Agent’s (or its delegate’s) actual receipt during normalbusiness hours of such notice or communication; provided that any notice or communication actually received outside ofnormal business hours shall be deemed to have been given as of the opening of business of the Auction Agent on thenext Business Day.

(I) Each of the Borrower and the Lenders acknowledges and agrees that the Auction Agent may performany and all of its duties under this Section 2.11(a)(ii) by itself or through any Affiliate of the Auction Agent andexpressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of suchdelegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliateof the Auction Agent and its respective activities in connection with any Discounted Term Loan Prepayment providedfor in this Section 2.11(a)(ii) as well as activities of the Auction Agent.

(J) The Borrower shall have the right, by written notice to the Auction Agent, to revoke in full (but not inpart) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount PrepaymentNotice, Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice therefor at its discretion at anytime on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuantto the preceding clauses, any failure by such Borrower to make any prepayment to a Term

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Lender, as applicable, pursuant to this Section 2.11(a)(ii) shall not constitute a Default or Event of Default underSection 7.01 or otherwise).

(b) In the event and on each occasion that the Aggregate Revolving Exposure exceeds the aggregate RevolvingCommitments, the Borrower shall prepay Revolving Borrowings or Swingline Loans (or, if no such Borrowings are outstanding,deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in an aggregate amount necessaryto eliminate such excess.

(c) In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, anyIntermediate Parent, the Borrower or any of its Subsidiaries in respect of any Prepayment Event, the Borrower shall, within fiveBusiness Days after such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (b) of thedefinition of the term “Prepayment Event,” on the date of such Prepayment Event), prepay Term Borrowings in an aggregateamount equal to 100% of the amount of such Net Proceeds; provided that, in the case of any event described in clause (a) of thedefinition of the term “Prepayment Event”, if the Borrower and its Subsidiaries invest the Net Proceeds from such event (or aportion thereof) within 365 days after receipt of such Net Proceeds (or within a period of 180 days thereafter, if by the end ofsuch initial 365-day period the Borrower or any of its Subsidiaries shall have entered into a binding commitment with a thirdparty to so invest such Net Proceeds) in assets useful in the business of the Borrower and its Subsidiaries (including anyacquisitions permitted under Section 6.04), then no prepayment shall be required pursuant to this paragraph in respect of such NetProceeds of such event (or the applicable portion of such Net Proceeds, if applicable) except to the extent of any such NetProceeds therefrom that have not been so invested by the end of such 365-day period (or within a period of 180 days thereafter, ifby the end of such initial 365-day period the Borrower or any of its Subsidiaries shall have entered into a binding commitmentwith a third party to so invest such Net Proceeds), at which time a prepayment shall be required in an amount equal to such NetProceeds that have not been so invested (or committed to be invested).

(d) Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31,2017, the Borrower shall prepay Term Loans in an aggregate amount equal to the ECF Percentage of Excess Cash Flow for suchfiscal year; provided that such amount shall be reduced by the aggregate amount of prepayments of Term Loans (and, to theextent the Revolving Commitments are reduced in a corresponding amount pursuant to Section 2.08, Revolving Loans) madepursuant to Section 2.11(a)(i) during such fiscal year (excluding all such prepayments funded with the proceeds of otherIndebtedness). Each prepayment pursuant to this paragraph shall be made on or before the date that is 15 days after the date onwhich financial statements are required to be delivered pursuant to Section 5.01(a) with respect to the fiscal year for whichExcess Cash Flow is being calculated.

(e) Prior to any optional prepayment of Borrowings pursuant to Section 2.11(a)(i), the Borrower shall select theBorrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph(f) of this Section. In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings ofmore than one Class remain outstanding, the Borrower shall select Term Borrowings to be prepaid so that the aggregate amountof such prepayment is allocated between Term Borrowings (and, to the extent provided in the Refinancing Amendment for anyClass of Other Term Loans, the Borrowings of such Class) pro rata based on the aggregate principal amount of outstandingBorrowings of each such Class; provided that any Term Lender (and, to the extent provided in the Refinancing Amendment forany Class of Other Term Loans, any Lender that holds Other Term Loans of such Class) may elect, by notice to theAdministrative Agent by telephone (confirmed by facsimile) at least two Business Days prior to the prepayment date, to declineall or any portion of any prepayment of its Term Loans or Other Term Loans of any such Class pursuant

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to this Section (other than an optional prepayment pursuant to paragraph (a)(i) of this Section, which may not be declined), inwhich case the aggregate amount of the prepayment that would have been applied to prepay Term Loans or Other Term Loans ofany such Class but was so declined shall be retained by the Borrower. Optional prepayments of Term Borrowings shall beallocated among the Classes of Term Borrowings as directed by the Borrower. In the absence of a designation by the Borrower asdescribed in the preceding provisions of this paragraph of the Type of Borrowing of any Class, the Administrative Agent shallmake such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing underSection 2.16; provided that, in connection with any mandatory prepayments by the Borrower of the Term Loans pursuant toSection 2.11(c) or (d) such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaidirrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided further that if no Lendersexercise the right to waive a given mandatory prepayment of the Term Loans pursuant to this Section 2.11(e), then, with respectto such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABRLoans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes theamount of any payments required to be made by the Borrower pursuant to Section 2.16.

(f) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, theSwingline Lender) in writing substantially in the form of Exhibit S (confirmed by facsimile) of any prepayment hereunder (i) inthe case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days beforethe date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date andthe principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonablydetailed calculation of the amount of such prepayment; provided that a notice of optional prepayment may state that such notice isconditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtednessor the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by theBorrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied;provided further that any notice of mandatory prepayment pursuant to Section 2.11(c) or (d) must be delivered not later than11:00 a.m., New York City time, three Business Days before the date of prepayment. Promptly following receipt of any suchnotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contentsthereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of aBorrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatoryprepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.

(g) All prepayments hereunder shall be accompanied by (i) accrued interest to the extent required by Section 2.13,(ii) any amounts payable as provided in Section 2.16 and (iii) to the extent the prepayment is a result of a Refinancing/RepricingTransaction, the applicable Refinancing/Repricing Premium, if any. For purposes of the foregoing, an assignment by a Non-Consenting Lender pursuant to Section 9.02(c) in connection with a Refinancing/Repricing Transaction shall be deemed to be aprepayment of the Loans assigned by such Non-Consenting Lender.

Section 2.12 Fees .

(a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each Revolving Lender acommitment fee, which shall accrue at the rate of 0.50% per annum on the average daily unused amount of the RevolvingCommitment of such Lender during the period from and

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including the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitmentfees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the dateon which the Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. Allcommitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed(including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of aLender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and theSwingline Exposure of such Lender shall be disregarded for such purpose).

(b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of each RevolvingLender (other than any Defaulting Lender) a participation fee with respect to its participations in Letters of Credit, which shallaccrue at the Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily amountof such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the periodfrom and including the Effective Date to and including the later of the date on which such Lender’s Revolving Commitmentterminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in dollars a frontingfee, which shall accrue at a rate equal to 0.25% per annum (or such lower rate as may be agreed between the Borrower and therelevant Issuing Bank) on the daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including theEffective Date to and including the later of the date of termination of the Revolving Commitments and the date on which thereceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal orextension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall be payable onthe last Business Day of March, June, September and December of each year, commencing on the first such date to occur afterthe Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate andany such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any otherfees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation feesand fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed(including the first day but excluding the last day).

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts andat the times separately agreed upon between the Borrower and the Administrative Agent (including those set forth in the FeeLetters).

(d) Notwithstanding the foregoing, and subject to Section 2.22, the Borrower shall not be obligated to pay anyamounts to any Defaulting Lender pursuant to this Section.

Section 2.13 Interest .

(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at theAlternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for theInterest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payableby the Borrower hereunder is not paid when due, whether at stated maturity, upon

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acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to(i) in the case of overdue principal of any Loan, 2.00% per annum plus the rate otherwise applicable to such Loan as provided inthe preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% per annum plus the rate applicable to ABRRevolving Loans as provided in paragraph (a) of this Section; provided that no amount of interest in excess of that provided forunder paragraphs (a) and (b) of this Section shall accrue or be payable pursuant to this Section 2.13(c) to a Defaulting Lender solong as such Lender shall be a Defaulting Lender.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, inthe case of Revolving Loans, upon termination of the Revolving Commitments, provided that (i) interest accrued pursuant toparagraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (otherthan a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on theprincipal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of anyconversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shallbe payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed byreference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in eachcase shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicableAlternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall beconclusive absent manifest error.

Section 2.14 Alternate Rate of Interest . If at least two Business Days prior to the commencement of any InterestPeriod for a Eurocurrency Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error)that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for suchInterest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loansincluded in such Borrowing for such Interest Period;

the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly aspracticable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving riseto such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuationof any Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request requests aEurocurrency Borrowing, then such Borrowing shall be made as an ABR Borrowing; provided , however , that, in each case, theBorrower may revoke any Borrowing Request that is pending when such notice is received.

Section 2.15 Increased Costs .

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge orsimilar requirement against assets of, deposits with or for the account

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of, or credit extended by, any Lender or any Issuing Bank (except any such reserve requirement reflected in the AdjustedLIBO Rate);

(ii) subject any Lender to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes,in each case that are indemnifiable under Section 2.17 or Excluded Taxes); or

(iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, costor expense affecting this Agreement or Eurocurrency Loans or ABR Loans made by such Lender or any Letter of Creditor participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any EurocurrencyLoan or ABR Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or IssuingBank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue anyLetter of Credit) or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whetherof principal, interest or otherwise), then, from time to time upon request of such Lender or Issuing Bank, the Borrower will pay tosuch Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or IssuingBank, as the case may be, for such increased costs actually incurred or reduction actually suffered.

(b) If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirementshas the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s orIssuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters ofCredit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that whichsuch Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change inLaw (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’sholding company with respect to capital adequacy and liquidity), then, from time to time upon request of such Lender or IssuingBank, the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as willcompensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction actuallysuffered.

(c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate suchLender or Issuing Bank or its holding company in reasonable detail, as the case may be, as specified in paragraph (a) or (b) of thisSection, delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or IssuingBank, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof.

(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to thisSection shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation, provided that theBorrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs incurredor reductions suffered more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies theBorrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intentionto claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions isretroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

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(e) Notwithstanding any other provision of this Section, no Lender or Issuing Bank shall demand compensation forany increased cost or reduction pursuant to this Section if it shall not at the time be the general policy or practice of such Lenderor Issuing Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreementsof similarly situated borrowers.

Section 2.16 Break Funding Payments . In the event of (a) the payment of any principal of any Eurocurrency Loanother than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversionof any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,continue or prepay any Revolving Loan or Term Loan on the date specified in any notice delivered pursuant hereto (regardless ofwhether such notice may be revoked under Section 2.11(f) and is revoked in accordance therewith) or (d) the assignment of anyEurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrowerpursuant to Section 2.19 or Section 9.02(c), then, in any such event, the Borrower shall, after receipt of a written request by anyLender affected by any such event (which request shall set forth in reasonable detail the basis for requesting such amount),compensate each Lender for the loss, cost and expense attributable to such event. For purposes of calculating amounts payable bythe Borrower to the Lenders under this Section 2.16, each Lender shall be deemed to have funded each Eurocurrency Loan madeby it at the Adjusted LIBO Rate for such Loan by a matching deposit or other borrowing for a comparable amount and for acomparable period, whether or not such Eurocurrency Loan was in fact so funded. A certificate of any Lender setting forth anyamount or amounts that such Lender is entitled to receive pursuant to this Section delivered to the Borrower shall be conclusiveabsent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 15 days afterreceipt of such demand. Notwithstanding the foregoing, this Section 2.16 will not apply to losses, costs or expenses resultingfrom Taxes, as to which Section 2.17 shall govern.

Section 2.17 Taxes .

(a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other LoanDocument shall be made free and clear of and without deduction on account of any Taxes, provided that if any Loan Party, theAdministrative Agent or any other applicable withholding agent shall be required by applicable Requirements of Law (asdetermined in the good faith discretion of the applicable withholding agent) to deduct Taxes from such payments, then (i) if theTax in question is an Indemnified Tax or an Other Tax, the amount payable by the applicable Loan Party shall be increased asnecessary so that after all required deductions have been made (including deductions applicable to additional amounts payableunder this Section 2.17) each of the Administrative Agent, Lender or Issuing Bank receives an amount equal to the sum it wouldhave received had no such deductions been made, (ii) the applicable Loan Party, the Administrative Agent or other applicablewithholding agent shall make such deductions and (iii) the applicable withholding agent shall timely pay the full amountdeducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(b) Without limiting the provisions of paragraph (a) above, the Borrower shall timely pay any Other Taxes to therelevant Governmental Authority in accordance with Requirements of Law.

(c) Without duplication of any amounts paid under Sections 2.17(a) or 2.17(b) above, the Loan Parties shall,jointly and severally, indemnify the Administrative Agent and each Lender, within 30 days after written demand therefor, for anyIndemnified Taxes payable by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment byor on account of any obligation of any Loan Party under any Loan Document and any Other Taxes (including Indemnified Taxesor Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17) and any

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reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes werecorrectly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detailthe basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, or by theAdministrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for(i) any Indemnified Taxes attributable to such Lender (but only to the extent that no Loan Party has already indemnified theAdministrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxesattributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a ParticipantRegister and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the AdministrativeAgent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whetheror not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to theamount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifesterror. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to suchLender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source againstany amount due to the Administrative Agent under this paragraph (d).

(e) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to aGovernmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receiptissued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidenceof such payment reasonably satisfactory to the Administrative Agent.

(f) Each Lender shall, at such times as are reasonably requested by Borrower or the Administrative Agent, provideBorrower and the Administrative Agent with any properly completed and executed documentation prescribed by law, orreasonably requested by Borrower or the Administrative Agent, certifying as to any entitlement of such Lender to an exemptionfrom, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any LoanDocument. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation expired,obsolete or inaccurate in any material respect, deliver promptly to Borrower and the Administrative Agent updated or otherappropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) orpromptly notify Borrower and the Administrative Agent of its inability to do so. Unless the applicable withholding agent hasreceived forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Lender are notsubject to withholding tax or are subject to Tax at a rate reduced by an applicable tax treaty, Borrower, Administrative Agent orother applicable withholding agent shall withhold amounts required to be withheld by applicable law from such payments at theapplicable statutory rate.

Without limiting the generality of the foregoing:

(i) Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shalldeliver to Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreementtwo properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or any successor form)certifying that such Lender is exempt from U.S. federal backup withholding.

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(ii) Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shalldeliver to Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement(and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent) whichever ofthe following is applicable:

(A) two properly completed and duly signed copies of Internal Revenue Service Form W-8BEN(or any successor forms) claiming eligibility for benefits of an income tax treaty to which the United States ofAmerica is a party and such other documentation as required under the Code,

(B) two properly completed and duly signed copies of Internal Revenue Service Form W-8ECI(or any successor forms),

(C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interestunder Section 871(h) or Section 881(c) of the Code, (x) two properly completed and duly signed certificates,substantially in the form of Exhibit Q (any such certificate a “ United States Tax Compliance Certificate ”), and(y) two properly completed and duly signed copies of Internal Revenue Service Form W-8BEN (or anysuccessor forms),

(D) to the extent a Foreign Lender is not the beneficial owner (for example, where the Lender isa partnership or a participating Lender), Internal Revenue Service Form W-8IMY (or any successor forms) ofthe Foreign Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate,Form W-9, Form W-8IMY (or other successor forms) or any other required information from each beneficialowner that would be required under this Section 2.17 if such beneficial owner were a Lender, as applicable (provided that, if the Lender is a partnership (and not a participating Lender) and one or more direct or indirectpartners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may beprovided by such Lender on behalf of such direct or indirect partners), or

(E) any other form prescribed by applicable Requirements of Law as a basis for claiming anexemption from or a reduction in U.S. federal withholding tax duly completed together with suchsupplementary documentation as may be prescribed by applicable Requirements of Law to permit Borrowerand the Administrative Agent to determine the withholding or deduction required to be made.

(iii) If a payment made to any Lender under any Loan Document would be subject to U.S. federalwithholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements ofFATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliverto the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or timesreasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonablyrequested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the AdministrativeAgent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied withsuch Lender’s FATCA obligations and, if necessary, to determine the amount to deduct and withhold from suchpayment. Solely for purposes of this Section 2.17(f)(iii), “FATCA” shall include any amendments made to FATCA afterthe Effective Date.

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Notwithstanding any other provision of this paragraph (e), a Lender shall not be required to deliver any form that suchLender is not legally eligible to deliver.

(g) If and to the extent the Administrative Agent or a Lender determines, in its sole good faith discretion, that itreceived a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respectto which any Loan Party has paid additional amounts pursuant to this Section 2.17, it shall pay to the relevant Loan Party anamount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, under thisSection 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses(including any Taxes) of the Administrative Agent or such Lender and without interest (other than any interest paid by therelevant Governmental Authority with respect to such refund), provided that the applicable Loan Party, upon the request of theAdministrative Agent or such Lender, as applicable, agrees promptly to repay the amount paid over to such Loan Party (plus anypenalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lenderin the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. TheAdministrative Agent or such Lender, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy ofany notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that the Administrative Agent or such Lender may delete any information therein that the Administrative Agent or suchLender deems confidential). Notwithstanding anything to the contrary, this Section 2.17(g) shall not be construed to require theAdministrative Agent or any Lender to make available its Tax returns (or any other information relating to Taxes which it deemsconfidential to any Loan Party or any other person).

(h) The agreements in this Section 2.17 shall survive the termination of this Agreement, an assignment of rights byor replacement of any Lender and the repayment of all Loans and all other amounts payable hereunder.

(i) For the avoidance of doubt, for purposes of this Section 2.17, the term “ Lender ” shall include any IssuingBank and any Swingline Lender.

(j) If the Administrative Agent is a United States person (as defined in Section 7701(a)(30) of the Code), it shalldeliver to the Borrower two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or anysuccessor form). If the Administrative Agent is not a United States person (as defined in Section 7701(a)(30) of the Code), it shalldeliver to the Borrower (1) Internal Revenue Service Form W-8ECI with respect to payments to be received by it as a beneficialowner and (2) Internal Revenue Service Form W-8IMY (together with required accompanying documentation) with respect topayments to be received by it on behalf of the Lenders.

Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs .

(a) The Borrower shall make each payment required to be made by it under any Loan Document (whether ofprincipal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, orotherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no suchtime is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds,without condition or deduction for any counterclaim, recoupment or setoff. Any amounts received after such time on any datemay, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day forpurposes of calculating interest thereon. All such payments shall be made to such account as may be specified by theAdministrative Agent, except that payments to be made directly to any Issuing Bank or the Swingline Lender shall be made asexpressly provided herein, payments

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pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant toother Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any suchpayments received by it for the account of any other Person to the appropriate recipient promptly following receiptthereof. Except as otherwise provided herein, if any payment under any Loan Document shall be due on a day that is not aBusiness Day, the date for payment shall be extended to the next succeeding Business Day. If any payment on a EurocurrencyLoan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeedingBusiness Day unless the result of such extension would be to extend such payment into another calendar month, in which eventsuch payment shall be made on the immediately preceding Business Day. In the case of any payment of principal pursuant to thepreceding two sentences, interest thereon shall be payable at the then applicable rate for the period of such extension. Allpayments or prepayments of any Loan shall be made in dollars, all reimbursements of any LC Disbursements shall be made indollars, all payments of accrued interest payable on a Loan or LC Disbursement shall be made in dollars, and all other paymentsunder each Loan Document shall be made in dollars.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully allamounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first ,towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with theamounts of interest and fees then due to such parties, and (ii) second , towards payment of principal and unreimbursed LCDisbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal andunreimbursed LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect ofany principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements or Swingline Loansresulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans, Term Loansand participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by anyother Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in theRevolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extentnecessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amountof principal of and accrued interest on their respective Revolving Loans, Term Loans and participations in LC Disbursements andSwingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving risethereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, withoutinterest and (ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrowerpursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from theexistence of a Defaulting Lender), (B) any payment obtained by a Lender as consideration for the assignment of or sale of aparticipation in any of its Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant or(C) any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity dateor expiration date of some but not all Loans or Revolving Commitments of that Class or any increase in the Applicable Rate inrespect of Loans of Lenders that have consented to any such extension. The Borrower consents to the foregoing and agrees, tothe extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoingarrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as ifsuch Lender were a direct creditor of the Borrower in the amount of such participation.

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(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which anypayment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrower willnot make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date inaccordance herewith and may, in reliance upon such assumption and in its sole discretion, distribute to the Lenders or IssuingBanks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of theLenders or Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand theamount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amountis distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds EffectiveRate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Section 2.19 Mitigation Obligations; Replacement of Lenders .

(a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any amount toany Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17(a) or (c) or any event givesrise to the operation of Section 2.23, then such Lender shall use reasonable efforts to designate a different lending office forfunding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign anddelegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender,such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17 ormitigate the applicability of Section 2.23, as the case may be, and (ii) would not subject such Lender to any unreimbursed cost orexpense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, orotherwise be disadvantageous in any material economic, legal or regulatory respect to, such Lender.

(b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.23, (ii) theBorrower is required to pay any amount to any Lender or to any Governmental Authority for the account of any Lender pursuantto Section 2.17 or (iii) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice tosuch Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with andsubject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement and the otherLoan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lenderaccepts such assignment and delegation); provided that (A) the Borrower shall have received the prior written consent of theAdministrative Agent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans orCommitments, as applicable (and if a Revolving Loan or Revolving Commitment is being assigned and delegated, the consent ofeach Issuing Bank and each Swingline Lender), which consents, in each case, shall not unreasonably be withheld or delayed,(B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and unreimbursedparticipations in LC Disbursements and Swingline Loans, accrued but unpaid interest thereon, accrued but unpaid fees and allother amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees)or the Borrower (in the case of all other amounts), (C) the Borrower or such assignee shall have paid (unless waived) to theAdministrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (D) in the case of any suchassignment resulting from a claim for compensation under Section 2.15, or payments required to be made pursuant toSection 2.17 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation orpayments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver bysuch Lender or otherwise (including as a result of any action taken by such Lender under

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paragraph (a) above), the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Eachparty hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment andAssumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make suchassignment need not be a party thereto.

Section 2.20 Incremental Borrowings .

(a) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein,the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make such noticeavailable to each of the Lenders), request to effect one or more increases in the aggregate amount of the Revolving Commitments(each such increase, a “ Revolving Commitment Increase ”) from one or more entities that are then Lenders and AdditionalRevolving Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental RevolvingFacility Amendment, (i) no Default or Event of Default shall have occurred and be continuing or shall result therefrom, (ii) theBorrower shall have delivered a certificate of a Financial Officer to the effect set forth in clause (i) above, (iii) the maturity dateshall be the Revolving Maturity Date, and such Revolving Commitment Increase shall otherwise be on identical terms (includingwith respect to security interests and guaranties) to those of the Revolving Commitments pursuant to this Agreement, and (iv) anyIncremental Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by theBorrower and the Lenders providing the applicable Revolving Commitment Increase; provided that no Issuing Bank or SwinglineLender shall be required to act as “issuing bank” or “swingline lender” under any such Revolving Commitment Increase withoutits written consent. Each Revolving Commitment Increase shall be in a minimum principal amount of $5,000,000 and integralmultiples of $1,000,000 in excess thereof.

(b) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein,the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make such noticeavailable to each of the Lenders), request to effect one or more additional tranches of term loans hereunder or increases in theaggregate amount of the Term Loans, which shall take the form of an additional tranche of term loans hereunder or an increase inan existing tranche of term loans hereunder (each such additional tranche or increase, a “ Term Commitment Increase ”) from oneor more entities that are then Lenders and Additional Term Lenders; provided that at the time of each such request and upon theeffectiveness of each Incremental Term Facility Amendment, (i) subject to the last sentence of Section 4.02, no Default or Eventof Default shall have occurred and be continuing or shall result therefrom, (ii) the Borrower shall have delivered a certificate of aFinancial Officer to the effect set forth in clause (i) above, (iii) the maturity date of any term loans incurred pursuant to suchTerm Commitment Increase shall not be earlier than the Latest Maturity Date, the Weighted Average Life to Maturity of any suchterm loans incurred pursuant to such Term Commitment Increase shall not be shorter than the remaining Weighted Average Lifeto Maturity of any outstanding Term Loans and the security interests and guaranties benefiting the term loans under such TermCommitment Increase shall be identical to those benefiting any outstanding Term Loans, (iv) the interest rate, interest ratemargins, rate floors, upfront fees, funding discount, original issue discount, prepayment terms and premiums and, subject toclause (iii), the amortization schedule for any term loans incurred pursuant to such Term Commitment Increase shall bedetermined by the Borrower and the Lenders providing the applicable Term Commitment Increase; provided that in the event thatthe interest rate margins for any term loans incurred pursuant to such Term Commitment Increase (determined as of the date ofincurrence of such term loans) are higher than the interest rate margins for the Term Loans incurred on the Effective Date(determined as of such date (giving effect to any amendments to the Applicable Rate for such Term Loans that become effectivesubsequent to the Effective Date but prior to such date, but excluding the effect to any increase in interest rate margins withrespect thereto pursuant to

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this clause (iv)) by more than 50 basis points, then the interest rate margins for the Term Loans incurred on the Effective Dateshall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such termloans pursuant to such Term Commitment Increase minus 50 basis points; provided further , that, in determining the interest ratemargins applicable to the term loans incurred pursuant to such Term Commitment Increase and the Term Loans incurred on orprior to the Effective Date (A) OID or upfront or similar fees (which shall be deemed to constitute like amounts of OID) payableby the Borrower to the relevant Lenders in the primary syndication thereof shall be included (with OID being equated to interestrate margins based on an assumed four-year life to maturity), (B) customary arrangement or commitment fees payable to any ofthe Arrangers (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) ofany Term Commitment Increase shall be excluded and (C) if the term loans incurred pursuant to such Term Commitment Increaseinclude an interest rate floor greater than the interest rate floor applicable to the Term Loans incurred on the Effective Date, suchincreased amount shall be equated to interest rate margins for purposes of determining whether an increase to the applicableinterest rate margins for the Term Loans incurred on the Effective Date shall be required, to the extent an increase in the interestrate floor for the Term Loans incurred on the Effective Date would cause an increase in the interest rate then in effect, and in suchcase the interest rate floor (but not the interest rate margin) applicable to the Term Loans incurred on the Effective Date shall beincreased by such increased amount, and (v) any Incremental Term Facility Amendment shall be on the terms and pursuant todocumentation to be determined by the Borrower and the Lenders providing the applicable Term Commitment Increase; providedthat to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause(iii) or (iv) above), they shall be reasonably satisfactory to the Administrative Agent. Each Term Commitment Increase shall bein a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amountmay be less than $10,000,000 if such amount represents all the remaining availability under the Incremental Cap.

(c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount of the relevantRevolving Commitment Increase or Term Commitment Increase. Notwithstanding anything to contrary herein, the aggregateprincipal amount of any Revolving Commitment Increases or any Term Commitment Increases may not exceed the IncrementalCap at the time of effectiveness thereof.

(d) Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case ofany Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’sRevolving Commitment) under this Agreement pursuant to an amendment (an “ Incremental Revolving Facility Amendment ”) tothis Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the applicable Lenders and theAdministrative Agent. Revolving Commitment Increases may be provided by any existing Lender (it being understood that noexisting Lender shall have the right to participate in or, unless it agrees, be obligated to provide, any Revolving CommitmentIncrease) or by any Additional Revolving Lender. An Incremental Revolving Facility Amendment may, without the consent ofany other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinionof the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Revolving FacilityAmendment shall, unless otherwise agreed to by the Administrative Agent and the Lenders providing the applicable RevolvingCommitment Increase, be subject to the satisfaction on the date thereof (each, an “ Incremental Revolving Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” inSection 4.02 shall be deemed to refer to the Incremental Revolving Facility Closing Date) and, to the extent reasonably requestedby the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/orreaffirmation agreements consistent with

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those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change inlaw, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent).

(e) Commitments in respect of any Term Commitment Increase shall become Commitments under this Agreementpursuant to an amendment (an “ Incremental Term Facility Amendment ”) to this Agreement and, as appropriate, the other LoanDocuments executed by the Borrower, the applicable Lenders and the Administrative Agent. Term Commitment Increases maybe provided by any existing Lender (it being understood that no existing Lender shall have any right to participate in or, unless itagrees, be obligated to provide, any Term Commitment Increase) or by any Additional Term Lender. An Incremental TermFacility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may benecessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. Theeffectiveness of any Incremental Term Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and theLenders providing the applicable Term Commitment Increase, be subject to the satisfaction on the date thereof (each, an “Incremental Term Facility Closing Date ”) of each of the conditions set forth in Section 4.02 (it being understood that allreferences to “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Term Facility ClosingDate) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions,board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Dateunder Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change tocounsel’s form of opinion reasonably satisfactory to the Administrative Agent).

(f) (i) Upon each Revolving Commitment Increase pursuant to this Section, each Revolving Lender immediatelyprior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portionof such Revolving Commitment Increase (each, a “ Revolving Commitment Increase Lender ”), and each such RevolvingCommitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such RevolvingLender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to suchRevolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of theaggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans heldby each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal such Revolving Lender’sApplicable Percentage thereof. Any Revolving Loans outstanding immediately prior to the date of such Revolving CommitmentIncrease that are Eurocurrency Loans will (except to the extent otherwise repaid in accordance herewith) continue to be held by,and all interest thereon will continue to accrue for the accounts of, the Revolving Lenders holding such Loans immediately priorto the date of such Revolving Commitment Increase, in each case until the last day of the then-current Interest Period applicableto any such Loan, at which time it will be repaid or refinanced with new Revolving Loans made pursuant to Section 2.01 inaccordance with the Applicable Percentages of the Revolving Lenders after giving effect to the Revolving Commitment Increase;provided , however , that upon the occurrence of any Event of Default, each Revolving Commitment Increase Lender willpromptly purchase (for cash at face value) assignments of portions of such outstanding Revolving Loans of other RevolvingLenders so that, after giving effect thereto, all Revolving Loans that are Eurocurrency Loans are held by the Revolving Lenders inaccordance with their then-current Applicable Percentages. Any such assignments shall be effected in accordance with theprovisions of Section 9.04; provided that the parties hereto hereby consent to such assignments and the minimum assignmentamounts and processing and recordation fee set forth in Section 9.04(b) shall not apply thereto. If there are any ABR RevolvingLoans outstanding on the date of such Revolving Commitment Increase, such Loans shall either be prepaid by the Borrower onsuch date or refinanced on such date (subject to satisfaction of applicable borrowing conditions) with Revolving

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Loans made on such date by the Revolving Lenders (including the Revolving Commitment Increase Lenders) in accordance withtheir Applicable Percentages. In order to effect any such refinancing, (i) each Revolving Commitment Increase Lender will makeABR Revolving Loans to the Borrower by transferring funds to the Administrative Agent in an amount equal to the aggregateoutstanding amount of such Loans of such Type times a percentage obtained by dividing the amount of such RevolvingCommitment Increase Lender’s Revolving Commitment Increase by the aggregate amount of the Revolving Commitments (aftergiving effect to the Revolving Commitment Increase on such date) and (ii) such funds will be applied to the prepayment ofoutstanding ABR Revolving Loans held by the Revolving Lenders other than the Revolving Commitment Increase Lenders, andtransferred by the Administrative Agent to the Revolving Lenders other than the Revolving Commitment Increase Lenders, insuch amounts so that, after giving effect thereto, all ABR Revolving Loans will be held by the Revolving Lenders in accordancewith their then-current Applicable Percentages. On the date of such Revolving Commitment Increase, the Borrower will pay tothe Administrative Agent, for the accounts of the Revolving Lenders receiving such prepayments, accrued and unpaid interest onthe principal amounts of their Revolving Loans being prepaid. The Administrative Agent and the Lenders hereby agree that theminimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall notapply to the transactions effected pursuant to the immediately preceding sentence.

(ii) Upon each Term Commitment Increase pursuant to this Section, each Additional Term Lender with shallmake an additional term loan to the Borrower in a principal amount equal to such Lender’s Term Commitment Increase. Anysuch term loan shall be a “ Term Loan ” for all purposes of this Agreement and the other Loan Documents.

(g) This Section 2.20 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Section 2.21 Refinancing Amendments; Maturity Extension .

(a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any Additional Lender,Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under thisAgreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all orany portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause(ii) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of(x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the casemay be, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness(A) will rank pari passu in right of payment with the other Loans and Commitments hereunder, (B) will rank pari passu in right ofsecurity with the other Loans and Commitments hereunder, (C) will have such pricing and optional prepayment terms as may beagreed by the Borrower and the Lenders thereof, (D) (x) with respect to any Other Revolving Loans or Other RevolvingCommitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused RevolvingCommitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturitydate that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the TermLoans being refinanced and (E) will have terms (other than interest rate, redemption premiums and subordination terms) that aresubstantially identical to, or less favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, theRefinanced Debt; provided further that the terms applicable to such Credit Agreement Refinancing Indebtedness may provide forany additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lendersthereof and applicable only during periods after the Latest Maturity Date that is in effect on the

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date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any RefinancingAmendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to theextent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, boardresolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date underSection 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s formof opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtednessincurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case ofOther Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excessthereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment mayprovide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swingline Loans,pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the termsapplicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shallpromptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agreesthat, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only tothe extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuantthereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, OtherRevolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may,without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may benecessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of thisSection. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank,participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holdingRevolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such RefinancingAmendment; provided , however , that such participation interests shall, upon receipt thereof by the relevant Lenders holdingRevolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms ofsuch participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

(b) At any time after the Effective Date, the Borrower and any Lender may agree, by notice to the AdministrativeAgent (each such notice, an “ Extension Notice ”), to extend the maturity date of such Lender’s Revolving Commitments and/orTerm Loans to the extended maturity date specified in such Extension Notice (it being understood that no existing Lender shallhave any right to participate in or, unless it agrees, be obligated to participate in any such maturity date extension).

(c) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Section 2.22 Defaulting Lenders .

(a) Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes aDefaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicablelaw:

(i) Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove anyamendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.02.

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(ii) Reallocation of Payments . Any payment of principal, interest, fees or other amounts received by theAdministrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuantto Article VII or otherwise, and including any amounts made available to the Administrative Agent by that DefaultingLender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the AdministrativeAgent as follows: first , to the payment of any amounts owing by that Defaulting Lender to the Administrative Agenthereunder; second , in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by thatDefaulting Lender to each Issuing Bank or Swingline Lender hereunder; third , as the Borrower may request (so long asno Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failedto fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth , in the caseof a Revolving Lender, if so determined by the Administrative Agent and the Borrower, to be held in a non-interestbearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under thisAgreement; fifth , to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lenders as aresult of any judgment of a court of competent jurisdiction obtained by any Lender, Issuing Bank or Swingline Lenderagainst that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement;sixth , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a resultof any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a resultof that Defaulting Lender’s breach of its obligations under this Agreement; and seventh , to that Defaulting Lender or asotherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principalamount of any Loans or LC Disbursements and such Lender is a Defaulting Lender under clause (a) of the definitionthereof, such payment shall be applied solely to pay the relevant Loans of, and LC Disbursements owed to, the relevantnon-Defaulting Lenders on a pro rata basis prior to being applied pursuant to Section 2.05(j). Any payments,prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed bya Defaulting Lender or to post cash collateral pursuant to Section 2.05(j) shall be deemed paid to and redirected by thatDefaulting Lender, and each Lender irrevocably consents thereto.

(iii) Certain Fees . That Defaulting Lender (A) shall not be entitled to receive or accrue any commitmentfee pursuant to Section 2.12(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shallnot be required to pay any such fee that otherwise would have been required to have been paid to that DefaultingLender) and (B) shall not be entitled to receive any Letter of Credit Fees as provided in Section 2.12(b).

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure . During any period in whichthere is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender toacquire, refinance or fund participations in Swingline Loans and Letters of Credit pursuant to Sections 2.04 and 2.05 andthe payments of participation fees pursuant to Section 2.12(b), the “ Applicable Percentage ” of each non-DefaultingLender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided that(1) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters ofCredit and Swingline Loans shall not exceed the positive difference, if any, of (A) the Revolving Commitment of thatnon-Defaulting Lender minus (B) the aggregate principal amount of the Revolving Loans of that Lender, (2) any suchacquisition, refinancing or funding of participations shall only occur to the extent that the conditions set forth inSection 4.02 are satisfied after giving effect thereto and (3) in the case of

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Letters of Credit, no such acquisition, refinancing or funding of participations shall be required to the extent such Letterof Credit has been cash collateralized.

(b) Defaulting Lender Cure . If the Borrower, the Administrative Agent, each Swingline Lender and each IssuingBank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, theAdministrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject toany conditions set forth therein (which may include arrangements with respect to any cash collateral), such Lender will, to theextent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as theAdministrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters ofCredit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages(without giving effect to Section 2.22(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that noadjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while thatLender was a Defaulting Lender; and provided further , that except to the extent otherwise expressly agreed by the affectedparties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any partyhereunder arising from that Lender’s having been a Defaulting Lender.

Section 2.23 Illegality . If any Lender determines that any law has made it unlawful, or that any GovernmentalAuthority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined byreference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on noticethereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continueEurocurrency Loans or to convert ABR Loans denominated in dollars to Eurocurrency Loans shall be suspended until suchLender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longerexist. Upon receipt of such notice, (a) the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to theAdministrative Agent), prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the lastday of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, orimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (b) if such notice asserts theillegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agentshall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to theAdjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longerillegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notifythe Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lenderto determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, theBorrower shall also pay accrued interest on the amount so prepaid or converted.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES

Each of Holdings and the Borrower represents and warrants to the Lenders and the Issuing Banks that:

Section 3.01 Organization; Powers . Each of Holdings, the Borrower and the Subsidiaries is duly organized,validly existing and in good standing (to the extent such concept exists in the relevant jurisdictions) under the laws of thejurisdiction of its organization, has the corporate or other

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organizational power and authority to carry on its business as now conducted and as proposed to be conducted and to execute,deliver and perform its obligations under each Loan Document to which it is a party and to effect the Financing Transactions and,except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a MaterialAdverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Section 3.02 Authorization; Enforceability . The Financing Transactions to be entered into by each Loan Partyhave been duly authorized by all necessary corporate or other action and, if required, action by the holders of such Loan Party’sEquity Interests. This Agreement has been duly executed and delivered by each of Holdings and the Borrower and constitutes,and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, willconstitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan Party, as the case may be, enforceableagainst it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other lawsaffecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceedingin equity or at law.

Section 3.03 Governmental Approvals; No Conflicts . The Financing Transactions (a) do not require any consentor approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtainedor made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) willnot violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable to, Holdings, the Borrower or anySubsidiary, (c) will not violate or result in a default under any indenture or other agreement or instrument binding upon Holdings,the Borrower or any Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase orredemption to be made by Holdings, the Borrower or any Subsidiary, or give rise to a right of, or result in, termination,cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any Lien on anyasset of Holdings, the Borrower or any Subsidiary, except Liens created under the Loan Documents, except (in the case of each ofclauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, orsuch violation, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material AdverseEffect.

Section 3.04 Financial Condition; No Material Adverse Effect .

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughoutthe period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of theBorrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordancewith GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b) The unaudited consolidated balance sheet of the Borrower and its subsidiaries dated June 30, 2016 and therelated consolidated statements of operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date(i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwiseexpressly noted therein, and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereofand their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence offootnotes and to normal year-end audit adjustments.

(c) Since December 31, 2015, there has been no Material Adverse Effect.

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Section 3.05 Properties .

(a) Each of Holdings, the Borrower and the Subsidiaries has good title to all the Mortgaged Properties, (i) free andclear of all Liens except for Permitted Encumbrances and (ii) except for minor defects in title that do not interfere with its abilityto conduct its business as currently conducted or as proposed to be conducted or to utilize such properties for their intendedpurposes, in each case, except where the failure to do so could not reasonably be expected to have, individually or in theaggregate, a Material Adverse Effect.

(b) No Mortgage encumbers Mortgaged Property that is located in an area that has been identified by the Secretaryof Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood InsuranceAct of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.07.

Section 3.06 Litigation and Environmental Matters .

(a) Except as set forth in Schedule 3.06(a), there are no actions, suits or proceedings by or before any arbitrator orGovernmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened in writing against oraffecting Holdings, the Borrower or any Subsidiary that could reasonably be expected, individually or in the aggregate, to resultin a Material Adverse Effect.

(b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably beexpected to result in a Material Adverse Effect, none of Holdings, the Borrower or any Subsidiary (i) has failed to comply withany Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under anyEnvironmental Law, (ii) has, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability,(iii) has received written notice of any claim with respect to any Environmental Liability, or (iv) has, to the knowledge ofHoldings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Subsidiary will become subject toany Environmental Liability, or (v) currently owns, leases or operates, or to the knowledge of Holdings, the Borrower or anySubsidiary has formerly owned, leased or operated any properties which contain or where there has been a Release or threat ofRelease of any Hazardous Materials in amounts or concentrations which constitute a violation of, or require investigation,response or other corrective action by Holdings, the Borrower or any Subsidiary under, applicable Environmental Laws. To theknowledge of Holdings or the Borrower, all Hazardous Materials transported from any property currently or formerly owned oroperated by any of Holdings, the Borrower or any Subsidiary for off-site disposal have been disposed of in a manner which wouldnot reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Section 3.07 Compliance with Laws and Agreements . Each of Holdings, the Borrower and its Subsidiaries is inmaterial compliance with (a) its Organizational Documents, (b) all Requirements of Law applicable to it or its property and (c) allindentures and other agreements and instruments binding upon it or its property, except, in the case of clauses (b) and (c) of thisSection, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a MaterialAdverse Effect.

Section 3.08 Investment Company Status . None of Holdings, the Borrower or any Subsidiary is required toregister as an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, asamended from time to time.

Section 3.09 Taxes . Except for failures that could not, individually or in the aggregate, reasonably be expected tohave a Material Adverse Effect, Holdings, the Borrower and each Subsidiary

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(a) have timely filed or caused to be filed all Tax returns and reports required to have been filed and (b) have paid or caused to bepaid all Taxes levied or imposed on it or its properties, income or assets (whether or not shown on a Tax return) including in theircapacity as tax withholding agents, except any Taxes that are being contested in good faith by appropriate proceedings, providedthat Holdings, the Borrower or such Subsidiary, as the case may be, has set aside on its books adequate reserves therefore inaccordance with GAAP.

There is no current, pending or proposed Tax assessment, deficiency or other claim against Holdings, the Borrower orany Subsidiary except (i) those being actively contested by Holdings, the Borrower or such Subsidiary in good faith and byappropriate proceedings diligently conducted that stay the enforcement of the Tax in question and for which adequate reserveshave been provided in accordance with GAAP or (ii) those that would not reasonably be expected to, individually or in theaggregate, have a Material Adverse Effect.

Section 3.10 ERISA .

(a) Except as could not, individually or in the aggregate, reasonably be expected to result in a Material AdverseEffect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws.

(b) Except as could not reasonably be expected, individually or in the aggregate, to result in a Material AdverseEffect, (i) no ERISA Event has occurred or is reasonably expected to occur, (ii) no Loan Party nor any ERISA Affiliate hasincurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums dueand not delinquent under Section 4007 of ERISA), (iii) no Loan Party nor any ERISA Affiliate has incurred, or reasonablyexpects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, wouldresult in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan and (iv) no Loan Party norany ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

Section 3.11 Disclosure . None of the reports, financial statements, certificates or other written informationfurnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of anyLoan Document or delivered thereunder (as modified or supplemented by other information so furnished) when taken as a wholecontains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the lightof the circumstances under which they were made, not materially misleading; provided that, with respect to projected financialinformation, Holdings and the Borrower represent only that such information was prepared in good faith based upon assumptionsbelieved by them to be reasonable at the time delivered and, if such projected financial information was delivered prior to theEffective Date, as of the Effective Date, it being understood that any such projected financial information may vary from actualresults and such variations could be material.

Section 3.12 Subsidiaries . As of the Effective Date, Schedule 3.12 sets forth the name of, and the ownershipinterest of Holdings, the Borrower and each Subsidiary in each Subsidiary.

Section 3.13 Intellectual Property; Licenses, Etc . Holdings, the Borrower and its Subsidiaries own, license orpossess the right to use, all Intellectual Property that is reasonably necessary for the operation of their businesses as currentlyconducted, without conflict with the Intellectual Property of any Person, except to the extent such conflicts, individually or in theaggregate, could not reasonably be expected to have a Material Adverse Effect. No Intellectual Property used by Holdings, theBorrower or

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any Subsidiary in the operation of its business as currently conducted infringes upon any rights held by any Person except forsuch infringements, individually or in the aggregate, which could not reasonably be expected to have a Material AdverseEffect. No claim or litigation regarding any of the Intellectual Property is pending or, to the knowledge of Holdings and theBorrower, threatened against Holdings, the Borrower or any Subsidiary, which, individually or in the aggregate, could reasonablybe expected to have a Material Adverse Effect.

Section 3.14 Solvency . Immediately after the consummation of the Transactions to occur on the Effective Date,after taking into account all applicable rights of indemnity and contribution, (a) the fair value of the assets of Holdings, theBorrower and its Subsidiaries, taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingentor otherwise, (b) the present fair saleable value of the property of Holdings, the Borrower and its Subsidiaries, taken as a whole,will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated,contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) Holdings, the Borrower and itsSubsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debtsand liabilities become absolute and matured, and (d) Holdings, the Borrower and its Subsidiaries, taken as a whole, will not haveunreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted andis proposed to be conducted following the Effective Date. For purposes of this Section 3.14, the amount of any contingentliability at any time shall be computed as the amount that, in the light of all of the facts and circumstances existing at such time,represents the amount that could reasonably be expected to become an actual or matured liability.

Section 3.15 Senior Indebtedness . The Loan Document Obligations constitute “ Senior Indebtedness ” (or anycomparable term) under and as defined in the documentation governing any Indebtedness that is subordinated in right of paymentto other Indebtedness of any Loan Party.

Section 3.16 Federal Reserve Regulations . None of Holdings, the Borrower or any Subsidiary is engaged or willengage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within themeaning of Regulation U of the Board of Governors), or extending credit for the purpose of purchasing or carrying marginstock. No part of the proceeds of the Loans will be used, directly or indirectly, to purchase or carry any margin stock or torefinance any Indebtedness originally incurred for such purpose, or for any other purpose that entails a violation (including on thepart of any Lender) of the provisions of Regulations U or X of the Board of Governors.

Section 3.17 Use of Proceeds . The Borrower will use the proceeds of (a) the Term Loans made on the EffectiveDate, together with cash on hand of the Borrower, to finance the Transactions and to pay the Transaction Costs and (b) theRevolving Loans and Swingline Loans made after the Effective Date to fund working capital requirements and for other generalcorporate purposes.

Section 3.18 Sanctions Laws; USA Patriot Act . None of Holdings, the Borrower or any of the Subsidiaries or, tothe knowledge of Holdings or the Borrower, any of their Affiliates or any director, officer, agent or employee of Holdings, theBorrower, their Affiliates or the Subsidiaries is a Person, government or country with whom transactions or dealings would beprohibited under any of the sanctions administered or enforced by the U.S. Department of the Treasury (including the Office ofForeign Assets Control), the U.S. Department of Commerce, the U.S. Department of State, the European Union, Her Majesty’sTreasury or any other relevant sanctions authority with jurisdiction over such Person (collectively “ Sanctions ”), nor is any ofHoldings, the Borrower, any of their Affiliates or any of the Subsidiaries located, organized, resident, doing business orconducting transactions with the government of, or Persons within, a country or territory that is the subject of Sanctions. No partof the

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proceeds of the Loans will be used directly or, to the knowledge of the Borrower, indirectly, (i) to fund any activities of orbusiness with any Person that, at the time of such funding, is the subject of Sanctions, or in any country or territory that, at thetime of such funding or facilitation, is the subject of Sanctions, or (ii) in any other manner that will result in a violation by anyPerson (including any Person participating in the transaction, whether as Lender, Agent or otherwise) of Sanctions. Holdings, theBorrower and its Subsidiaries and, to the knowledge of Holdings and the Borrower, CWH and the directors, officers, agents andemployees of Holdings, the Borrower, CWH and their respective subsidiaries, are in compliance in all material respects with theUSA Patriot Act.

Section 3.19 No Unlawful Contributions or Other Payments . Holdings, the Borrower and the Subsidiaries and, tothe knowledge of Holdings and the Borrower, CWH and the directors, officers, agents and employees of Holdings, theBorrower, CWH and their respective subsidiaries, are in compliance in all material respects with the Foreign Corrupt PracticesAct of 1977, as amended, and rules and regulations thereunder and the UK Bribery Act (collectively, “ Anti-Corruption Laws ”).No part of the proceeds of the Loans will be used directly or, to the knowledge of the Borrower, indirectly, for any payments toany governmental official or employee, political party, official of a political party, candidate for political office, or anyone elseacting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of anyAnti-Corruption Law.

ARTICLE IVCONDITIONS

Section 4.01 Effective Date . The obligations of the Lenders to make Loans and of each Issuing Bank to issueLetters of Credit hereunder on the Effective Date is subject to each of the following conditions, each of which shall be satisfied(or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) acounterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the AdministrativeAgent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) thatsuch party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a written opinion (addressed to the AdministrativeAgent, the Lenders and the Issuing Banks and dated the Effective Date) of Kirkland & Ellis LLP, counsel for the LoanParties, and local counsel in each jurisdiction in which a Loan Party is organized, in each case in form and substancereasonably satisfactory to the Administrative Agent. Each of Holdings and the Borrower hereby requests such counselto deliver such opinions.

(c) The Administrative Agent shall have received a certificate of the Borrower, dated the Effective Date,substantially in the form of Exhibit H , executed by any Responsible Officer of such Loan Party.

(d) The Administrative Agent shall have received a certificate of each Loan Party, dated the EffectiveDate, executed by a secretary or other Responsible Officer of such Loan Party, including or attaching copies of thefollowing: (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date bythe applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of eachLoan Party executing the Loan Documents to which it is a party, (iii) resolutions of the Board of Directors of each LoanParty approving and authorizing the execution, delivery and performance

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of Loan Documents to which it is a party, certified as of the Effective Date by its secretary, an assistant secretary or aResponsible Officer as being in full force and effect without modification or amendment, and (iv) a good standingcertificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organizationor formation.

(e) The Administrative Agent shall have received all fees and other amounts previously agreed in writingby the Arrangers and the Borrower to be due and payable to the Arrangers and the Lenders on or prior to the EffectiveDate, including syndication fees and, to the extent invoiced at least two Business Days prior to the Effective Date,reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements ofcounsel) required to be reimbursed or paid by any Loan Party.

(f) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agentshall have received a completed Perfection Certificate dated the Effective Date and signed by a Responsible Officer ofthe Borrower, together with all attachments contemplated thereby, and none of such Collateral shall be subject to anyother pledges, security interests or mortgages except Liens permitted by Section 6.02.

(g) Since December 31, 2015, no event, change or circumstance shall have occurred, that has caused orwould reasonably be expected to cause, either individually or in the aggregate, a Material Adverse Effect).

(h) The Administrative Agent shall have received certificates of insurance in form and substancereasonably satisfactory to the Administrative Agent evidencing the existence of insurance to be maintained by Holdings,the Borrower and its Subsidiaries pursuant to Section 5.07, and the Administrative Agent shall be designated asadditional insured and loss payee or mortgagee as its interest may appear thereunder, or solely as additional insured, asthe case may be, thereunder ( provided that if such endorsement as additional insured cannot be delivered by theEffective Date, the Administrative Agent may consent to such endorsement being delivered at such later date as it deemsappropriate in the circumstances).

(i) The Arrangers shall have received, as described in Section 3.04, (i) the Audited Financial Statements,which financial statements shall be prepared in accordance with GAAP and accompanied by audit reports thereon (andsuch audit reports shall not be subject to any “going concern” disclosures or like qualification or exception or anyqualification as to the scope of such audit) and (ii) unaudited consolidated financial statements of the Borrowercomprising a balance sheet, a statement of operations and a statement of cash flows for each fiscal quarter endingMarch 31, 2016 and June 30, 2016, which financial statements referred to in clause (ii) shall be prepared in accordancewith GAAP on a basis consistent with the Audited Financial Statements referred to in clause (i) above ( provided thatsuch financial statements referred to in clause (ii) need not contain footnotes) and shall be certified by a FinancialOfficer as presenting fairly, in all material respects, the consolidated financial position, results of operations and cashflows of the Borrower and its Subsidiaries as of the dates or for the periods covered, as applicable.

(j) The Refinancing shall have been consummated or shall be consummated substantially simultaneouslywith the initial funding of Loans on the Effective Date and the Administrative Agent shall have received evidencereasonably satisfactory to it of the same.

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(k) The Lenders shall have received a certificate from the chief financial officer of the Borrowersubstantially in the form of Exhibit F certifying as to the solvency of the Borrower and its Subsidiaries on a consolidatedbasis after giving effect to the Transactions.

(l) The Administrative Agent and the Arrangers shall have received, at least three Business Days prior tothe Effective Date, all documentation and other information about the Loan Parties as shall have been requested inwriting by the Administrative Agent or the Arrangers that they shall have determined is required by regulatoryauthorities under applicable “know your customer” and anti-money laundering rules and regulations, including withoutlimitation the USA Patriot Act.

(m) The Administrative Agent shall have received copies of Uniform Commercial Code, United StatesPatent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy andpending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements,lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and countyjurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searchesthat are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, none ofwhich encumber the Collateral covered or intended to be covered by the Security Documents (other than PermittedEncumbrances).

The Administrative Agent shall notify Holdings, the Borrower and the Lenders of the Effective Date, and such notice shall beconclusive and binding.

Section 4.02 Each Credit Event . The obligation of each Lender to make a Loan on the occasion of any Borrowing,and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the borrowing requesttherefor in accordance herewith and to the satisfaction of the following conditions:

(a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be trueand correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewalor extension of such Letter of Credit, as the case may be; provided that, to the extent that such representations andwarranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlierdate; provided further that any representation and warranty that is qualified as to “materiality,” “Material AdverseEffect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlierdate, as the case may be.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment,renewal or extension of such Letter of Credit, as the case may be, no Default or Event of Default shall have occurred andbe continuing.

Each Borrowing ( provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” forpurposes of this Section) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute arepresentation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and(b) of this Section.

Notwithstanding anything in this Section 4.02 and in Section 2.20 to the contrary, to the extent that the proceeds of aTerm Commitment Increase are to be used to finance a Permitted Acquisition or

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Investment permitted hereunder, the only conditions precedent to the funding of such Term Commitment Increase shall be theconditions precedent set forth in the related Incremental Term Facility Amendment.

ARTICLE VAFFIRMATIVE COVENANTS

Until the Commitments shall have expired or been terminated, the principal of and interest on each Loan and all fees,expenses and other amounts (other than contingent amounts not yet due) payable under any Loan Document shall have been paidin full and all Letters of Credit shall have expired or been terminated (or cash collateralized or backstopped pursuant toarrangements satisfactory to the relevant Issuing Bank) and all LC Disbursements shall have been reimbursed, each of Holdingsand the Borrower covenants and agrees with the Lenders and the Issuing Banks that:

Section 5.01 Financial Statements and Other Information . Holdings or the Borrower will furnish to theAdministrative Agent, on behalf of each Lender and the Issuing Banks:

(a) (i)on or before the date that is 100 days after the end of each such fiscal year of the Borrower, anaudited consolidated balance sheet and audited consolidated statements of operations and comprehensive income,stockholders’ equity and cash flows of the Borrower as of the end of and for such year, and related notes thereto, settingforth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young or anyother independent registered public accounting firm of nationally recognized standing, which report and opinion shall beprepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” orlike qualification or exception or any qualification or exception as to the scope of such audit and certified by a FinancialOfficer, in each case to the effect that such consolidated financial statements present fairly in all material respects thefinancial condition as of the end of and for such year and results of operations and cash flows of the Borrower and itsSubsidiaries on a consolidated basis in accordance with GAAP consistently applied and (ii)a management report settingforth a narrative report and management’s discussion and analysis of the financial condition and results of operations ofthe Borrower for such fiscal year, as compared to amounts for the previous fiscal year;

(b) (i) on or before the date that is 45 days after the end of each of the first three fiscal quarters of eachfiscal year of the Borrower, an unaudited consolidated balance sheet and unaudited consolidated statements of operationsand comprehensive income, stockholders’ equity and cash flows of the Borrower as of the end of and for such fiscalquarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for thecorresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, allcertified by a Financial Officer as presenting fairly in all material respects the financial condition as of the end of and forsuch fiscal quarter and such portion of the fiscal year and results of operations and cash flows of the Borrower and itsSubsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end auditadjustments and the absence of footnotes and (ii) a management report setting forth a narrative report and management’sdiscussion and analysis, of the financial condition and results of operations for such fiscal quarter and the then elapsedportion of the fiscal year, as compared to the comparable periods in the previous fiscal year;

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(c) simultaneously with the delivery of each set of financial statements referred to in paragraphs (a) and(b) above, a certificate of a Financial Officer (i) certifying as to whether a Default has occurred and, if a Default hasoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) settingforth reasonably detailed calculations (A) of Consolidated EBITDA and the Total Leverage Ratio for the applicableperiod and, with respect to any Test Period in which the Financial Performance Covenant is applicable, demonstratingcompliance with the Financial Performance Covenant and (B) in the case of financial statements referred to in paragraph(a) above, beginning with the financial statements for the fiscal year of the Borrower ending December 31, 2017, ofExcess Cash Flow for such fiscal year and (iii) in the case of financial statements referred to in paragraph (a) above,setting forth a reasonably detailed calculation of the Available Amount;

(d) not later than 75 days after the commencement of each fiscal year of the Borrower, a detailedconsolidated budget for the Borrower and its Subsidiaries for such fiscal year (including a projected consolidatedbalance sheet and consolidated statements of projected operations, comprehensive income and cash flows as of the endof and for such fiscal year and setting forth the material assumptions used for purposes of preparing such budget); and

(e) promptly following any request therefor, such other information regarding the operations, businessaffairs and financial condition of Holdings, any Intermediate Parent, the Borrower or any of its Subsidiaries, orcompliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of anyLender may reasonably request in writing.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied withrespect to financial information of the Borrower and its Subsidiaries by furnishing reports on Form 10-K or 10-Q (or theequivalent), as applicable, of the Borrower, CWH or any other parent company of the Borrower filed with the SEC and containingsuch information; provided that (i) to the extent such information relates to CWH or another parent company of the Borrower,such information includes consolidating information, which may be unaudited, that explains in reasonable detail the differencesbetween the information relating to CWH, on the one hand, and the information relating to the Borrower and its Subsidiaries on astandalone basis, on the other hand, and (ii) to the extent such information is in lieu of information required to be provided underSection 5.01(a), such materials are accompanied by a report and opinion of Ernst & Young or any other independent registeredpublic accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generallyaccepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualificationor exception as to the scope of such audit and (iii) shall be certified by a Financial Officer in each case to the effect that suchconsolidated financial statements present fairly in all material respects the financial condition as of the end of and for such yearand results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAPconsistently applied subject, in the case of quarterly financial statements, to the absence of footnotes and to normal year-endadjustments.

Documents required to be delivered pursuant to Section 5.01(a) or (b) (to the extent any such documents are included inmaterials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have beendelivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website onthe Internet at the website address listed on Schedule 9.01 (or otherwise notified pursuant to Section 9.01(d)), or (ii) on whichsuch documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and IssuingBank and the Administrative Agent have access (whether a commercial, third-party

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website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of suchdocuments to the Administrative Agent upon its reasonable request until a written notice to cease delivering paper copies is givenby the Administrative Agent and (B) the Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of theposting of any such documents and upon its reasonable request, provide to the Administrative Agent by electronic mail electronicversions ( i.e ., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of ormaintain paper copies of the documents referred to above, and each Lender and Issuing Bank shall be solely responsible fortimely accessing posted documents and maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to theLenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”) and(b) certain of the Lenders (each, a “ Public Lender ”) may have personnel who do not wish to receive Private-SideInformation. The Borrower hereby agrees that it will identify in writing that portion of the Borrower Materials that may bedistributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC”which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by markingBorrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, theIssuing Banks and the Lenders to treat such Borrower Materials as not containing any Private-Side Information ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12),(iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated“Public Side Information”, and (iv) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materialsthat are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public SideInformation.

Section 5.02 Notices of Material Events . Promptly after any Responsible Officer of Holdings or the Borrowerobtains actual knowledge thereof, Holdings or the Borrower will furnish to the Administrative Agent (for distribution to eachLender and the Issuing Banks through the Administrative Agent) written notice of the following:

(a) the occurrence of any Default;

(b) to the extent permissible by law, the filing or commencement of any action, suit or proceeding by orbefore any arbitrator or Governmental Authority against or, to the knowledge of a Financial Officer or another executiveofficer of Holdings, the Borrower or any Subsidiary, affecting CWH, Holdings, any Intermediate Parent, the Borroweror any Subsidiary or the receipt of a notice of an Environmental Liability that could reasonably be expected to result in aMaterial Adverse Effect; and

(c) the occurrence of any ERISA Event that could reasonably be expected, individually or in theaggregate, to result in a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer of Holdings or theBorrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be takenwith respect thereto.

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Section 5.03 Information Regarding Collateral .

(a) Holdings or the Borrower will furnish to the Administrative Agent prompt (and in any event within 30 days orsuch longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’slegal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organizationof any Loan Party or in the form of its organization, (iii) in any Loan Party’s organizational identification number or (iv) in thelocation of any Loan Party’s chief executive office.

(b) Not later than five days after delivery of financial statements pursuant to Section 5.01(a) or (b), Holdings or theBorrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower(i) setting forth the information required pursuant to Sections 1, 4, 5, 6 and 7 of the Perfection Certificate or confirming that therehas been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date ofthe most recent certificate delivered pursuant to this Section, (ii) identifying any Wholly Owned Subsidiary that has become, orceased to be, a Material Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to begiven prior to the date of such certificate by Section 5.02 have been given.

Section 5.04 Existence; Conduct of Business . Each of Holdings and the Borrower will, and will cause eachSubsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legalexistence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names, in each casethat are material to the conduct of its business, except to the extent (other than with respect to the preservation of the existence ofHoldings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; providedthat the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or anyDisposition permitted by Section 6.05.

Section 5.05 Payment of Taxes, etc . Each of Holdings and the Borrower will, and will cause each Subsidiary to,pay its obligations and liabilities in respect of Taxes (including in its capacity as a withholding agent) levied or imposed upon it orits properties, income or assets, before the same shall become delinquent or in default, except to the extent (i) any such Taxes arebeing contested in good faith and by appropriate proceedings and for which adequate reserves have been provided in accordancewith GAAP or (ii) the failure to make payment could not reasonably be expected, individually or in the aggregate, to result in aMaterial Adverse Effect.

Section 5.06 Maintenance of Properties . Each of Holdings and the Borrower will, and will cause each Subsidiaryto, keep and maintain all property material to the conduct of its business in good working order and condition (subject to casualty,condemnation and ordinary wear and tear), except where the failure to do so could not reasonably be expected to have,individually or in the aggregate, a Material Adverse Effect.

Section 5.07 Insurance .

(a) Each of Holdings and the Borrower will, and will cause each Subsidiary to, maintain, with insurancecompanies that Holdings believes (in the good faith judgment of the management of Holdings) are financially sound andresponsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to anyself-insurance which Holdings believes (in the good faith judgment of management of Holdings) is reasonable and prudent inlight of the size and nature of its business) and against at least such risks (and with such risk retentions) as Holdings believes

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(in the good faith judgment or the management of Holdings) are reasonable and prudent in light of the size and nature of itsbusiness, and will furnish to the Lenders and the Issuing Banks, upon written request from the Administrative Agent, informationpresented in reasonable detail as to the insurance so carried. Each such policy of insurance shall (i) name the AdministrativeAgent, on behalf of the Lenders and the Issuing Banks, as an additional insured thereunder as its interests may appear and (ii) inthe case of each casualty insurance policy, contain a loss payable clause or mortgagee endorsement that names the AdministrativeAgent, on behalf of the Lenders and the Issuing Banks as the loss payee or mortgagee thereunder.

(b) If any portion of any Mortgaged Property is at any time located in an area identified by the Federal EmergencyManagement Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has beenmade available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then theBorrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputableinsurer, as determined in the Borrower’s reasonable discretion, flood insurance in an amount and otherwise sufficient to complywith all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the AdministrativeAgent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent.

Section 5.08 Books and Records; Inspection and Audit Rights . Each of Holdings and the Borrower will, and willcause each Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in allmaterial respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions andmatters involving the assets and business of Holdings, the Borrower or its Subsidiary, as the case may be. Each of Holdings andthe Borrower will, and will cause each Subsidiary to, permit any representatives designated by the Administrative Agent or anyLender or Issuing Bank, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from itsbooks and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at suchreasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during thecontinuation of an Event of Default, only the Administrative Agent on behalf of the Lenders and the Issuing Banks may exercisevisitation and inspection rights under this Section 5.08 and the Administrative Agent shall not exercise such rights more oftenthan two times during any calendar year absent the existence of an Event of Default and only one such time shall be at theBorrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender or IssuingBank (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of theBorrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and theLenders and Issuing Banks shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’or the Borrower’s independent public accountants.

Section 5.09 Compliance with Laws . Each of Holdings and the Borrower will, and will cause each Subsidiary to,comply with its Organizational Documents and all Requirements of Law (including Environmental Laws) with respect to it, itsproperty and operations, except where the failure to do so, individually or in the aggregate, could not reasonably be expected toresult in a Material Adverse Effect.

Section 5.10 Use of Proceeds and Letters of Credit . The Borrower will use the proceeds of the Term Loans madeon the Effective Date, together with cash on hand of the Borrower, to effect the Refinancing and to pay the TransactionCosts. Letters of Credit and the proceeds of the Revolving Loans and Swingline Loans made after the Effective Date will be usedfor general corporate purposes. The Borrower will use the proceeds of the Revolving Loans to provide working capital and forother general corporate purposes. No part of the proceeds of the Loans will be used directly or, to the knowledge of the

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Borrower, indirectly, (i) to fund any activities of or business with any Person that, at the time of such funding, is the subject ofSanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, (ii) in anyother manner that will result in a violation by any Person (including any Person participating in the transaction, whether asLender, Issuing Bank, Agent or otherwise) of Sanctions or (iii) for any payments to any governmental official or employee,political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order toobtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Law.

Section 5.11 Additional Subsidiaries .

(a) If (i) any additional Subsidiary (other than an Excluded Subsidiary) or Intermediate Parent is formed oracquired after the Effective Date or (ii) if any Subsidiary ceases to be an Excluded Subsidiary or an Immaterial Subsidiary,Holdings or the Borrower will, within 30 days (or such longer period as may be agreed to by the Administrative Agent in its solediscretion) after such newly formed or acquired Subsidiary or Intermediate Parent is formed or acquired or such Subsidiaryceases to be an Excluded Subsidiary or ceases to be an Immaterial Subsidiary, notify the Administrative Agent thereof, and willcause such Subsidiary (unless such Subsidiary is an Excluded Subsidiary) or Intermediate Parent to satisfy the Collateral andGuarantee Requirement with respect to such Subsidiary or Intermediate Parent and with respect to any Equity Interest in orIndebtedness of such Subsidiary or Intermediate Parent owned directly by any Loan Party within 30 days after such notice (orsuch longer period as the Administrative Agent shall reasonably agree) and the Administrative Agent shall have received acompleted Perfection Certificate with respect to such Subsidiary or Intermediate Parent signed by a Responsible Officer, togetherwith all attachments contemplated thereby.

(b) Within 30 days (or such longer period as the Administrative Agent may agree in its sole discretion) afterHoldings or the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to betaken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken withrespect to such Subsidiary.

(c) Notwithstanding the foregoing, in the event any real property would be required to be mortgaged pursuant tothis Section, Holdings or the Borrower shall not be required to comply with the “Collateral and Guarantee Requirement” until areasonable time following the formation or acquisition of such Subsidiary or the identification of such new Material Subsidiary,and in no event shall compliance be required until 60 days following such formation, acquisition or identification or such longertime period as agreed by the Administrative Agent in its sole discretion.

Section 5.12 Further Assurances .

(a) Each of Holdings and the Borrower will, and will cause each Loan Party to, execute any and all furtherdocuments, financing statements, agreements and instruments, and take all such further actions (including the filing and recordingof financing statements, fixture filings, mortgages, deeds of trust and other documents), that may be required under anyapplicable law and that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral andGuarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties.

(b) If, after the Effective Date, any material assets (including any owned (but not leased) real property orimprovements thereto or any interest therein with a fair market value in excess of $5,000,000) are acquired by the Borrower orany other Loan Party or are held by any Subsidiary on or after the time it becomes a Loan Party pursuant to Section 5.11 (otherthan assets constituting Collateral under a Security

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Document that become subject to the Lien created by such Security Document upon acquisition thereof or constituting ExcludedAssets), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrowerwill cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the other Loan Parties totake, such actions as shall be necessary and reasonably requested by the Administrative Agent to grant and perfect such Liens,including actions described in paragraph (a) of this Section and as required pursuant to the “Collateral and GuaranteeRequirement,” at the expense of the Loan Parties and subject to the last paragraph of the definition of the term “Collateral andGuarantee Requirement.” In the event any real property is acquired that is required to be mortgaged pursuant to thisSection 5.12(b), the Borrower or such other Loan Party, as applicable, shall not be required to comply with the “Collateral andGuarantee Requirement” and paragraph (a) of this Section as to such real property until a reasonable time following theacquisition of such real property, and in no event shall compliance be required until 90 days following such acquisition or suchlonger time period as agreed to by the Administrative Agent in its reasonable discretion.

Section 5.13 Margin Stock . No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiariesto, use any portion of the Loan proceeds, for the immediate, incidental or ultimate purpose of buying or carrying Margin Stock(within the meaning of Regulation U of the Federal Reserve Board) or extending credit to others for the purpose of purchasing orcarrying any such Margin Stock, in each case in contravention of Regulation T, U or X of the Federal Reserve Board.

Section 5.14 Maintenance of Rating of Facilities . The Loan Parties shall use commercially reasonable efforts tomaintain (i) a public corporate credit rating (but not any particular rating) from S&P and a public corporate family rating (but notany particular rating) from Moody’s, in each case in respect of the Borrower and (ii) a public rating (but not any particular rating)in respect of the Loans from each of S&P and Moody’s.

ARTICLE VINEGATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees,expenses and other amounts payable (other than contingent amounts not yet due) under any Loan Document have been paid infull and all Letters of Credit have expired or been terminated (or cash collateralized or backstopped pursuant to arrangementssatisfactory to the relevant Issuing Bank) and all LC Disbursements shall have been reimbursed, each of Holdings (with respect toSection 6.13 only) and the Borrower covenants and agrees with the Lenders and the Issuing Banks that:

Section 6.01 Indebtedness; Certain Equity Securities .

(a) The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist anyIndebtedness, except:

(i) Indebtedness of the Borrower and any of the Subsidiaries under the Loan Documents (including anyIndebtedness incurred pursuant to Section 2.20 or 2.21);

(ii) Indebtedness outstanding on the Effective Date and listed on Schedule 6.01 and any PermittedRefinancing thereof;

(iii) Guarantees by the Borrower and the Subsidiaries in respect of Indebtedness of the Borrower or anySubsidiary otherwise permitted hereunder; provided that each such Guarantee is permitted by Section 6.04; providedfurther that (A) no Guarantee by any Subsidiary

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of any Subordinated Indebtedness shall be permitted unless such Subsidiary shall have also provided a Guarantee of theLoan Document Obligations pursuant to the Guarantee Agreement, (B) no Guarantee by any Subsidiary that is not aLoan Party shall be permitted unless such Subsidiary shall have also provided a Guarantee of the Loan DocumentObligations pursuant to the Guarantee Agreement and (C) if the Indebtedness being Guaranteed is subordinated in rightof payment to the Loan Document Obligations, such Guarantee shall be subordinated in right of payment to theGuarantee of the Loan Document Obligations on terms at least as favorable to the Lenders and the Issuing Banks asthose contained in the subordination of such Indebtedness;

(iv) Indebtedness of the Borrower owing to any Subsidiary or of any Subsidiary owing to any otherSubsidiary or the Borrower to the extent permitted by Section 6.04; provided that all such Indebtedness of any LoanParty owing to any Subsidiary that is not a Loan Party shall be evidenced by an intercompany note and subordinated inright of payment to the Loan Document Obligations on terms at least as favorable to the Lenders and the Issuing Banksas those set forth in the form of intercompany note attached as Exhibit I ;

(v) (A) Indebtedness (including Capital Lease Obligations) of the Borrower or any Subsidiaries financingthe acquisition, construction, repair, replacement or improvement of fixed or capital assets, other than software; providedthat such Indebtedness is incurred concurrently with or within 270 days after the applicable acquisition, construction,repair, replacement or improvement, and (B) any Permitted Refinancing of any Indebtedness set forth in the immediatelypreceding clause (A); provided further that, at the time of any such incurrence of Indebtedness and after giving ProForma Effect thereto and to the use of the proceeds thereof, the aggregate principal amount of Indebtedness that isoutstanding in reliance on this clause (v) shall not exceed the greater of (i) $25,000,000 and (ii) 9.0% of ConsolidatedEBITDA for the most recently ended Test Period;

(vi) Indebtedness in respect of Swap Agreements incurred in the ordinary course of business and not forspeculative purposes;

(vii) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiarythat is merged or consolidated with or into the Borrower or a Subsidiary) after the Effective Date as a result of aPermitted Acquisition, or Indebtedness of any Person that is assumed by the Borrower or any Subsidiary in connectionwith an acquisition of assets by the Borrower or such Subsidiary in a Permitted Acquisition, and any PermittedRefinancing thereof; provided that (A) such Indebtedness is not incurred in contemplation of such Permitted Acquisitionor other acquisition, (B) at the time of any such Permitted Acquisition or other acquisition and after giving Pro FormaEffect thereto, to the use of proceeds thereof and to all related Indebtedness, the Total Leverage Ratio shall be less thanor equal to 2.50 to 1.00 and (C) no Default or Event of Default shall exist or result therefrom;

(viii) Indebtedness of the Borrower and the Subsidiary Loan Parties; provided that (A) the primary obligorin respect of, and any Person that Guarantees, such Indebtedness shall be the Borrower or a Subsidiary Loan Party,(B) such Indebtedness is unsecured or secured on a junior basis to the Loans and the Liens of the Administrative Agentunder the Security Documents and to the extent such Indebtedness is secured on a junior basis, subject to an intercreditoragreement reasonably satisfactory to the Administrative Agent, (C) such Indebtedness does not mature prior to the datethat is 91 days after the Latest Maturity Date, (D) such Indebtedness amortizes no more than 1% per annum prior to thedate that is 91 days after the Latest Maturity Date, (E) no Default or Event of Default shall exist or result therefrom,(F) at the

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time of any such incurrence of Indebtedness and after giving Pro Forma Effect thereto and to the use of proceeds thereof,the Total Leverage Ratio shall be less than or equal to 3.00 to 1.00 and (G) such Indebtedness has terms and conditions(other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially lessfavorable to the Borrower, its Subsidiaries and the Lenders and Issuing Banks than the terms and conditions of thisAgreement; provided that the Borrower shall have delivered a certificate of a Responsible Officer to the AdministrativeAgent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detaileddescription of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto,stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements;

(ix) Indebtedness representing deferred compensation owed to employees of the Borrower and itsSubsidiaries incurred in the ordinary course of business;

(x) Indebtedness consisting of unsecured promissory notes issued by any Loan Party to current or formerofficers, directors and employees or their respective estates, spouses or former spouses to finance the purchase orredemption of Equity Interests of Holdings (or any direct or indirect parent thereof) permitted by Section 6.07(a);

(xi) Indebtedness constituting indemnification obligations or obligations in respect of purchase price orother similar adjustments incurred in a Permitted Acquisition, any other Investment or any Disposition, in each casepermitted under this Agreement;

(xii) Indebtedness consisting of obligations under deferred compensation or other similar arrangementsincurred in connection with the Transactions or any Permitted Acquisition or other Investment permitted under thisAgreement;

(xiii) Cash Management Obligations and other Indebtedness in respect of netting services, overdraftprotections and similar arrangements, in each case, in connection with deposit accounts and incurred in the ordinarycourse of business;

(xiv) Indebtedness of the Borrower and its Subsidiaries; provided that at the time of the incurrence thereofand after giving Pro Forma Effect thereto and the use of the proceeds thereof, (A) the aggregate principal amount ofIndebtedness outstanding in reliance on this clause (xiv) shall not exceed the greater of (i) $75,000,000 and (ii) 27.0% ofConsolidated EBITDA for the most recently ended Test Period, and (B) the aggregate principal amount of Indebtednessoutstanding in reliance on this clause (xiv) in respect of which the primary obligor or a guarantor is a Subsidiary that isnot a Loan Party shall not exceed $25,000,000;

(xv) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligationscontained in supply arrangements, in each case in the ordinary course of business;

(xvi) Indebtedness incurred by the Borrower or any of the Subsidiaries in respect of letters of credit, bankguarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including inrespect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liabilityinsurance or self-insurance or other reimbursement-type obligations regarding workers compensation claims;

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(xvii) obligations in respect of performance, bid, appeal and surety bonds and performance and completionguarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of lettersof credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business orconsistent with past practice;

(xviii) Indebtedness of any FreedomRoads Entity in respect of the FreedomRoads Floorplan Indebtedness;

(xix) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount ofsuch Letter of Credit;

(xx) [Reserved];

(xxi) Permitted Unsecured Refinancing Debt, and any Permitted Refinancing thereof;

(xxii) Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, and anyPermitted Refinancing thereof;

(xxiii) Indebtedness of the Borrower in respect of one or more series of senior notes that are issued or madein lieu of Incremental Revolving Loans, Revolving Commitment Increases and/or Term Commitment Increases pursuantto an indenture or a note purchase agreement or otherwise and any extensions, renewals, refinancings and replacementsthereof (the “ Additional Notes ”); provided that (A) such Additional Notes are not scheduled to mature prior to the datethat is 91 days after the Latest Maturity Date then in effect, (B) the aggregate principal amount of all Additional Notesissued pursuant to this clause (xxiii) shall not exceed the Incremental Cap at the time of issuance thereof, (C) suchAdditional Notes shall not be benefited by any Guarantee by any Person other than a Loan Party, (D) no Default orEvent of Default shall have occurred and be continuing or would exist immediately after giving effect to suchincurrence and (E) the documentation with respect to such Additional Notes contains no mandatory prepayment,repurchase or redemption provisions except with respect to change of control and asset sale offers that are customary forhigh yield notes of such type; and

(xxiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges andadditional or contingent interest on obligations described in clauses (i) through (xxiv) above.

(b) The Borrower will not, and will not permit any Subsidiary to, issue any preferred Equity Interests or anyDisqualified Equity Interests, except preferred Equity Interests issued to and held by the Borrower or any Subsidiary.

Section 6.02 Liens . The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permitto exist any Lien on any property or asset now owned or hereafter acquired by it, except:

(i) Liens created under the Loan Documents;

(ii) Permitted Encumbrances;

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(iii) Liens existing on the Effective Date and set forth on Schedule 6.02 and any modifications,replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Liendoes not extend to any additional property other than (1) after-acquired property that is affixed or incorporated into theproperty covered by such Lien and (2) proceeds and products thereof, and (B) the obligations secured or benefited bysuch modified, replacement, renewal or extension Lien are permitted by Section 6.01;

(iv) Liens securing Indebtedness permitted under Section 6.01(a)(v); provided that (A) such Liens attachconcurrently with or within 270 days after the acquisition, construction, repair, replacement or improvement (asapplicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than theproperty financed by such Indebtedness except for accessions to such property and the proceeds and the products thereofand (C) with respect to Capitalized Lease Obligations, such Liens do not at any time extend to or cover any assets(except for accessions to or proceeds of such assets) other than the assets subject to such Capitalized Lease Obligations;provided further that individual financings of equipment provided by one lender may be cross-collateralized to otherfinancings of equipment provided by such lender;

(v) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment ofcustoms duties in connection with the importation of goods;

(vi) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on itemsin the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits(including the right of setoff) and that are within the general parameters customary in the banking industry;

(vii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired inan Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment orotherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permittedunder Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition),or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in eachcase, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date ofthe creation of such Lien;

(viii) Liens on property of any Subsidiary that is not a Loan Party, which Liens secure Indebtedness ofsuch Subsidiary permitted under Section 6.01;

(ix) Liens granted by a Subsidiary that is not a Loan Party in favor of any Loan Party and Liens grantedby a Loan Party in favor of any other Loan Party;

(x) Liens existing on property at the time of its acquisition or existing on the property of any Person atthe time such Person becomes a Subsidiary, in each case after the Effective Date (other than Liens on the EquityInterests of any Person that becomes a Subsidiary); provided that (A) such Lien was not created in contemplation of suchacquisition or such Person becoming a Subsidiary, (B) such Lien does not extend to or cover any other assets or property(other than the proceeds or products thereof and, in the case of a Person becoming a Subsidiary, other than after-acquiredproperty of such Person under a Lien securing Indebtedness and other obligations incurred prior to such time and whichIndebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, apledge of such

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after-acquired property, it being understood that such requirement shall not be permitted to apply to any property towhich such requirement would not have applied but for such acquisition), and (C) the Indebtedness secured thereby ispermitted under Section 6.01(a)(v) or Section 6.01(a)(vii);

(xi) any interest or title of a lessor under leases (other than leases constituting Capitalized LeaseObligations) entered into by any of the Borrower or any Subsidiaries in the ordinary course of business;

(xii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale ofgoods by any of the Borrower or any Subsidiaries in the ordinary course of business;

(xiii) Liens deemed to exist in connection with Investments in repurchase agreements under clause (e) ofthe definition of the term “Permitted Investments”;

(xiv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liensattaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and notfor speculative purposes;

(xv) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations withbanks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts topermit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and itsSubsidiaries or (C) relating to purchase orders and other agreements entered into with customers of the Borrower or anySubsidiary in the ordinary course of business;

(xvi) ground leases in respect of real property on which facilities owned or leased by the Borrower or anyof the Subsidiaries are located;

(xvii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums withrespect thereto;

(xviii) other Liens; provided that at the time of the granting of and after giving Pro Forma Effect to anysuch Lien and the obligations secured thereby (including the use of proceeds thereof) the aggregate face amount ofobligations secured by Liens existing in reliance on this clause (xix) shall not exceed an amount equal to the greater of(x) $25,000,000 and (y) 9.0% of Consolidated EBITDA for the most recently ended Test Period;

(xix) Liens on assets of FreedomRoads Entities and Equity Interests of any FreedomRoads Entitiessecuring Indebtedness permitted pursuant to Section 6.01(a)(xviii);

(xx) Liens on the Collateral securing Indebtedness permitted pursuant to Section 6.01(a)(viii) and (xx); provided that such Liens shall be junior to the Liens on the Collateral securing the Obligations on the terms set forth inan intercreditor agreement reasonably satisfactory to the Administrative Agent; and

(xxi) Liens on the Collateral securing Permitted First Priority Refinancing Debt, Permitted Second PriorityRefinancing Debt and Additional Notes (but only if such Additional Notes and the related Liens meet the requirementsset forth in clauses (a), (d), (e) and (f) of the

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definition of Permitted First Priority Refinancing Indebtedness or Permitted Second Priority Refinancing Indebtedness).

Section 6.03 Fundamental Changes .

(a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, orpermit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that:

(i) (A) any Subsidiary may merge with the Borrower; provided that the Borrower shall be the continuingor surviving Person, or (B) any Subsidiary may merge with any one or more Subsidiaries; provided that when anySubsidiary Loan Party is merging with another Subsidiary (1) the continuing or surviving Person shall be a SubsidiaryLoan Party or (2) if the continuing or surviving Person is not a Subsidiary Loan Party, the acquisition of such SubsidiaryLoan Party by such surviving Subsidiary would otherwise be permitted under Section 6.04 if deemed an Investment by aLoan Party in such surviving Subsidiary;

(ii) (A) any Subsidiary that is not a Loan Party may merge or consolidate with or into any otherSubsidiary that is not a Loan Party and (B) any Subsidiary may liquidate or dissolve or change its legal form if theBorrower determines in good faith that such action is in the best interests of the Borrower and its Subsidiaries and is notmaterially disadvantageous to the Lenders and the Issuing Banks;

(iii) any Subsidiary may make a Disposition of all or substantially all of its assets (upon voluntaryliquidation or otherwise) to another Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then(A) the transferee must be a Loan Party (other than Holdings), (B) to the extent constituting an Investment, suchInvestment must be a permitted Investment in a Subsidiary that is not a Loan Party in accordance with Section 6.04 or(C) to the extent constituting a Disposition to a Subsidiary that is not a Loan Party, such Disposition is for fair value andany promissory note or other non-cash consideration received in respect thereof is a permitted Investment in aSubsidiary that is not a Loan Party in accordance with Section 6.04;

(iv) the Borrower may merge or consolidate with any other Person; provided that (A) the Borrower shallbe the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation isnot the Borrower (any such Person, the “ Successor Borrower ”), (1) the Successor Borrower shall be an entity organizedor existing under the laws of the United States, any State thereof or the District of Columbia, (2) the Successor Borrowershall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to whichthe Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to theAdministrative Agent, (3) each Loan Party other than the Borrower, unless it is the other party to such merger orconsolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to theAdministrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply tothe Successor Borrower’s obligations under this Agreement and (4) the Borrower shall have delivered to theAdministrative Agent a certificate of a Responsible Officer and an opinion of counsel, each stating that such merger orconsolidation complies with this Agreement; provided further that (y) if such Person is not a Loan Party, no Event ofDefault exists after giving effect to such merger or consolidation and (z) if the foregoing requirements are satisfied, theSuccessor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and the other LoanDocuments; provided further that the Borrower agrees to provide any

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documentation and other information about the Successor Borrower as shall have been reasonably requested in writingby any Lender or Issuing Bank through the Administrative Agent that such Lender or Issuing Bank shall have reasonablydetermined is required by regulatory authorities under applicable “know your customer” and anti-money launderingrules and regulations, including without limitation the USA Patriot Act;

(v) any Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect anInvestment permitted pursuant to Section 6.04; provided that the continuing or surviving Person shall be a Subsidiary,which together with each of its Subsidiaries, shall have complied with the requirements of Sections 5.11 and 5.12 and ifthe other party to such transaction is not a Loan Party, no Event of Default exists after giving effect to such transaction;

(vi) any Subsidiary may effect a merger, dissolution, liquidation consolidation or amalgamation to effect aDisposition permitted pursuant to Section 6.05; provided that if the other party to such transaction is not a Loan Party,no Event of Default exists after giving effect to the transaction.

(b) The Borrower will not, and will not permit any Subsidiary to, engage to any material extent in any business otherthan businesses of the type conducted by the Borrower and the Subsidiaries on the Effective Date and businesses reasonablyrelated or ancillary thereto.

Section 6.04 Investments, Loans, Advances, Guarantees and Acquisitions . The Borrower will not, and will notpermit any Subsidiary to, make or hold any Investment, except:

(a) Permitted Investments;

(b) loans or advances to officers, directors and employees of CWH, Holdings, the Borrower and itsSubsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinarybusiness purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any direct orindirect parent thereof) ( provided that the amount of such loans and advances made in cash to such Person shall becontributed to the Borrower in cash as common equity or Qualified Equity Interests), and (iii) for purposes notdescribed in the foregoing clauses (i) and (ii), provided that the aggregate principal amount outstanding at any timeunder this clause (b) shall not to exceed the greater of (x) $10,000,000 and (y) 3.5% of Consolidated EBITDA for themost recently ended Test Period;

(c) Investments (i) by the Borrower or any Subsidiary in any Loan Party (excluding any new Subsidiarythat becomes a Loan Party pursuant to such Investment), (ii) by any Subsidiary that is not a Loan Party in any otherSubsidiary that is also not a Loan Party, (iii) by the Borrower or any Subsidiary (A) in any Subsidiary; provided that theaggregate amount of (1)such Investments made by Loan Parties after the Effective Date in Subsidiaries that are not LoanParties in reliance on this clause (iii)(A) and (2)consideration paid or provided by the Borrower or any other Loan Partyafter the Effective Date in reliance on Section 6.04(h) or Section 6.04(m) for acquisitions (including the aggregateprincipal amount of all Indebtedness assumed in connection with acquisitions) of Subsidiaries that shall not be or, aftergiving effect to such acquisitions, shall not become Loan Parties, or for assets that, after giving effect to suchacquisitions, shall not be owned by Loan Parties, shall not exceed the Non-Loan Party Investment Amount at the time ofany such Investment, (B) in any Subsidiary that is not a Loan Party, constituting an exchange of Equity Interests of suchSubsidiary for Indebtedness of such Subsidiary or (C) constituting Guarantees of Indebtedness or other monetaryobligations of

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Subsidiaries that are not Loan Parties owing to any Loan Party, (iv) by the Borrower or any Subsidiary in Subsidiariesthat are not Loan Parties so long as such Investment is part of a series of simultaneous Investments that result in theproceeds of the initial Investment being invested in one or more Loan Parties and (v) by the Borrower or any Subsidiaryin any Subsidiary that is not a Loan Party, consisting of the contribution of Equity Interests of any other Subsidiary thatis not a Loan Party so long as the Equity Interests of the transferee Subsidiary are pledged to secure the SecuredObligations;

(d) Investments consisting of extensions of trade credit and accommodation guarantees in the ordinarycourse of business;

(e) Investments (i) existing or contemplated on the Effective Date and set forth on Schedule 6.04(e) andany modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the EffectiveDate by the Borrower or any Subsidiary in the Borrower or any Subsidiary and any modification, renewal or extensionthereof; provided that the amount of the original Investment is not increased except by the terms of such Investment tothe extent set forth on Schedule 6.04(e) or as otherwise permitted by this Section 6.04;

(f) Investments in Swap Agreements incurred in the ordinary course of business and not for speculativepurposes;

(g) promissory notes and other non-cash consideration received in connection with Dispositions permittedby Section 6.05;

(h) Permitted Acquisitions; provided that the sum of (i) the aggregate amount of consideration paid orprovided by the Borrower or any other Loan Party after the Effective Date in reliance on this Section 6.04(h) orSection 6.04(m) for acquisitions (including the aggregate principal amount of all Indebtedness assumed in connectionwith acquisitions) of Subsidiaries that shall not be or, after giving effect to such acquisitions, shall not become LoanParties, or for any assets that, after giving effect to such acquisitions, shall not be owned by Loan Parties and (ii) anyInvestments made in Subsidiaries that are not Loan Parties pursuant to Section 6.04(c)(iii)(A), shall not exceed the Non-Loan Party Investment Amount at such time;

(i) Investments by Loan Parties in FreedomRoads Entities in an aggregate amount not greater than thegreater of (x) $50,000,000 and (y) 18.0% of Consolidated EBITDA for the most recently ended Test Period to financeRV Dealership Acquisitions;

(j) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements withcustomers consistent with past practices;

(k) Investments (including debt obligations and Equity Interests) received in connection with thebankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputeswith, customers and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of titlewith respect to any secured Investment;

(l) loans and advances to Holdings (or any direct or indirect parent thereof) or any Intermediate Parent inlieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments inrespect thereof) Restricted Payments to the extent

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permitted to be made to Holdings (or such parent) in accordance with Section 6.07(a)(iii), (iv), (v) or (vi) (and theamounts of Restricted Payments permitted under such provisions in Section 6.07 shall be reduced by the amounts of anysuch loans or advances);

(m) so long as immediately after giving effect to any such Investment no Event of Default has occurredand is continuing, other Investments (other than, in the case of Investments of the type referred to in clauses (a) and(b) of the definition thereof, in or for the benefit of any direct or indirect owner of Equity Interests in the Borrower) andother acquisitions; provided that at the time any such Investment or other acquisition is made, the aggregate outstandingamount of all Investments made in reliance on this clause (m), together with the aggregate amount of all considerationpaid in connection with all other acquisitions made in reliance on this clause (m) (including the aggregate principalamount of all Indebtedness assumed in connection with any such other acquisition), shall not exceed the sum of (i) thegreater of (x) $50,000,000 and (y) 18.0% of Consolidated EBITDA for the most recently ended Test Period and (ii) theAvailable Amount; provided further , that the aggregate amount of consideration paid or provided (including theaggregate principal amount of all Indebtedness assumed) by the Borrower or any other Loan Party after the EffectiveDate in reliance on this Section 6.04(m) or Section 6.04(h) for Investments in and acquisitions of Subsidiaries that shallnot be or, after giving effect to such acquisitions, shall not become Loan Parties, or for any assets that shall not be ownedby Loan Parties, together with the aggregate amount of any Investments made in Subsidiaries that are not Loan Partiespursuant to Section 6.04(c)(iii)(A), shall not exceed the Non-Loan Party Investment Amount at such time;

(n) advances of payroll payments to employees in the ordinary course of business;

(o) Investments by FreedomRoads Entities;

(p) Investments of a Subsidiary acquired after the Effective Date or of a Person merged or consolidatedwith any Subsidiary in accordance with this Section and Section 6.03 after the Effective Date or that otherwise becomesa Subsidiary ( provided that if such Investment is made under Section 6.04(h), existing Investments in subsidiaries ofsuch Subsidiary or Person shall comply with the requirements of Section 6.04(h) or 6.04(m) or any other paragraph ofthis Section 6.04) to the extent that such Investments were not made in contemplation of or in connection with suchacquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(q) receivables owing to the Borrower or any Subsidiary, if created or acquired in the ordinary course ofbusiness; and

(r) Investments for (A) utilities, security deposits, leases and similar prepaid expenses incurred in theordinary course of business and (B) trade accounts created, or prepaid expenses accrued, in the ordinary course ofbusiness.

Section 6.05 Asset Sales . The Borrower will not, and will not permit any Subsidiary to, (i) sell, transfer, lease orotherwise dispose of any asset, including any Equity Interest owned by it, or (ii) permit any Subsidiary to issue any additionalEquity Interests in such Subsidiary (other than issuing directors’ qualifying shares, nominal shares issued to foreign nationals tothe extent required by applicable Requirements of Law and Equity Interests to the Borrower or a Subsidiary in compliance withSection 6.04(c)) (each, a “ Disposition ”), except:

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(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in theordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of theBorrower and its Subsidiaries;

(b) Dispositions of inventory and other assets in the ordinary course of business;

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against thepurchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to thepurchase price of such replacement property;

(d) Dispositions of property to the Borrower or a Subsidiary; provided that if the transferor in such atransaction is a Loan Party, then (i) the transferee must be a Loan Party, (ii) to the extent constituting an Investment,such Investment must be a permitted Investment in a Subsidiary that is not a Loan Party in accordance with Section 6.04or (iii) to the extent constituting a Disposition to a Subsidiary that is not a Loan Party, such Disposition is for fair valueand any promissory note or other non-cash consideration received in respect thereof is a permitted investment in aSubsidiary that is not a Loan Party in accordance with Section 6.04;

(e) Dispositions permitted by Section 6.03, Investments permitted by Section 6.04, Restricted Paymentspermitted by Section 6.07 and Liens permitted by Section 6.02;

(f) Dispositions of property acquired by the Borrower or any of its Subsidiaries after the Effective Datepursuant to sale-leaseback transactions permitted by Section 6.06;

(g) Dispositions of Permitted Investments;

(h) Dispositions of accounts receivable in connection with the collection or compromise thereof;

(i) (A) leases, subleases, licenses or sublicenses (including the provision of software under an opensource license), in each case in the ordinary course of business and that do not materially interfere with the business ofthe Borrower and its Subsidiaries, taken as a whole and (B) nonexclusive licenses of Intellectual Property amongHoldings, the Borrower and its Subsidiaries;

(j) transfers of property subject to Casualty Events upon receipt of the Net Proceeds of such CasualtyEvents;

(k) Dispositions of property to Persons other than Subsidiaries (including the sale or issuance of EquityInterests of a Subsidiary) not otherwise permitted under this Section 6.05; provided that (i) no Event of Default shallexist at the time of, or would result from, such Disposition (other than any such Disposition made pursuant to a legallybinding commitment entered into at a time when no Event of Default existed or would have resulted from suchDisposition) and (ii) with respect to any Disposition pursuant to this clause (k) for a purchase price in excess of$7,500,000, the Borrower or a Subsidiary shall receive not less than 75% of such consideration in the form of cash orPermitted Investments; provided , however , that for the purposes of this clause (ii), (A) any liabilities (as shown on themost recent balance sheet of the Borrower provided hereunder or in the notes thereto) of the Borrower or suchSubsidiary, other than liabilities that are by their terms subordinated in right of payment to the Loan DocumentObligations, that are assumed by the transferee with respect to the applicable Disposition and for

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which the Borrower and all of the Subsidiaries shall have been validly released by all applicable creditors in writing,shall be deemed to be cash, (B) any securities received by the Borrower or such Subsidiary from such transferee that areconverted by the Borrower or such Subsidiary into cash or Permitted Investments (to the extent of the cash or PermittedInvestments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cashand (C) any Designated Non-Cash Consideration received by the Borrower or such Subsidiary in respect of suchDisposition having an aggregate fair market value, taken together with all other Designated Non-Cash Considerationreceived pursuant to this clause (k) that is at that time outstanding, not in excess of $7,500,000 at the time of the receiptof such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-CashConsideration being measured at the time received and without giving effect to subsequent changes in value, shall bedeemed to be cash;

(l) Dispositions of Investments in joint ventures that are not Subsidiaries to the extent required by, ormade pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venturearrangements and similar binding arrangements; and

(m) Dispositions or forgiveness of accounts receivable in the ordinary course of business in connectionwith the collection or compromise thereof;

provided that any Disposition of any property pursuant to this Section (except pursuant to Sections 6.05(e) and except forDispositions by a Loan Party to another Loan Party), shall be for no less than the fair market value of such property at the time ofsuch Disposition.

Section 6.06 Sale and Leaseback Transactions . The Borrower will not, and will not permit any Subsidiary to,enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful inits business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intendsto use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed orcapital assets by the Borrower or any Subsidiary that is made for cash consideration in an amount not less than the fair value ofsuch fixed or capital asset and is consummated within 730 days after the Borrower or such Subsidiary, as applicable, acquires orcompletes the construction of such fixed or capital asset; provided that, if such sale and leaseback results in a Capital LeaseObligation, such Capital Lease Obligation is permitted by Section 6.01 and any Lien made the subject of such Capital LeaseObligation is permitted by Section 6.02.

Section 6.07 Restricted Payments; Certain Payments of Indebtedness .

(a) The Borrower will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make,directly or indirectly, any Restricted Payment, except:

(i) each Subsidiary may make Restricted Payments to the Borrower and to its other Subsidiaries; provided that in the case of any such Restricted Payment by a Subsidiary that is not a Wholly Owned Subsidiary of theBorrower, such Restricted Payment is made to the Borrower and to any other Subsidiary and to each other owner ofEquity Interests of such Subsidiary based on their relative ownership interests of the relevant class of Equity Interests;

(ii) the Borrower and each Subsidiary may declare and make dividend payments or other distributionspayable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person; provided that in the caseof any such Restricted Payment by a Subsidiary that is

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not a Wholly Owned Subsidiary of the Borrower, such Restricted Payment is made to the Borrower and to any otherSubsidiary and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests ofthe relevant class of Equity Interests;

(iii) repurchases of Equity Interests in the Borrower or any Subsidiary deemed to occur upon exercise ofstock options or warrants if such Equity Interests represent a portion of the exercise price or withholding taxes payablein connection with the exercise of such options or warrants;

(iv) Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire, repurchase orsettle its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of suchEquity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to soredeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants,directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs,legatees or distributees) of Holdings or any direct or indirect parent thereof (only to the extent attributable to theBorrower), the Borrower and the Subsidiaries, upon the death, disability, retirement or termination of employment ofany such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management,director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreementor any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date,together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu ofRestricted Payments permitted by this clause (v), not to exceed $10,000,000 in any calendar year with unused amountsin any calendar year being carried over to succeeding calendar years subject to a maximum of $15,000,000 any calendaryear (without giving effect to the following proviso); provided that such amount in any calendar year may be increasedby an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or itsSubsidiaries (or by Holdings and contributed to Borrower) after the Effective Date;

(v) the Borrower and the Subsidiaries may make Restricted Payments in cash to Holdings and anyIntermediate Parent:

(A) to the extent Holdings is required to make any payments under Section 4.01(b) of theHoldings LLC Agreement;

(B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or tomake Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expensesincurred in the ordinary course of business and other corporate overhead costs and expenses (includingadministrative, legal, accounting and similar expenses payable to third parties) that are reasonable andcustomary and incurred in the ordinary course of business, in an aggregate amount, together with the aggregateamount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Paymentspermitted by this clause (a)(vii)(B), not to exceed $1,000,000 in any fiscal year plus any reasonable andcustomary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributableto the ownership or operations of the Borrower and the Subsidiaries, (2) fees and expenses (x) due and payableby the Borrower or any of the Subsidiaries and (y) otherwise permitted to be paid by the Borrower or suchSubsidiary under this Agreement and (3) so long as no Event of Default under Section 7.01(a), (b), (h) or(i) shall have occurred and

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be continuing or would result therefrom, any management, monitoring, consulting and advisory fees payable tothe Investors on or after the Effective Date in an aggregate amount not to exceed $2,500,000 in any fiscal year;

(C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or tomake Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise and similarTaxes, and other fees and expenses, required to maintain its corporate existence;

(D) to finance any Investment permitted to be made pursuant to Section 6.04; provided that(A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and(B) Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all propertyacquired (whether assets or Equity Interests but not including any loans or advances made pursuant toSection 6.04(b)) to be contributed to the Borrower or the Subsidiaries or (2) the Person formed or acquired tomerge into or consolidate with the Borrower or any of the Subsidiaries (to the extent such merger orconsolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordancewith the requirements of Sections 5.11 and 5.12; and

(E) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or tomake Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to anyunsuccessful equity or debt offering permitted by this Agreement so long as attributable to the Borrower andthe Subsidiaries;

(vi) in addition to the foregoing Restricted Payments and so long as (1) no Default or Event of Defaultshall have occurred and be continuing or would result therefrom and (2) the Borrower shall be in compliance with theFinancial Performance Covenant on a Pro Forma Basis as of the end of the most recent Test Period (regardless ofwhether such Financial Performance Covenant is applicable at such time), the Borrower may make additional RestrictedPayments to any Intermediate Parent and Holdings, in an aggregate amount not to exceed the Available Amount;

(vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interestsor with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided thatsuch new Equity Interests contain terms and provisions at least as advantageous to the Lenders and the Issuing Banks inall respects material to their interests as those contained in the Equity Interests redeemed thereby;

(viii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, theBorrower may make Restricted Payments to Holdings:

(A) to provide funds that are used by CWH to pay amounts required to be paid by CWH underthe Tax Receivable Agreement;

(B) to provide funds that are used by Holdings and/or CWH to (1) pay Public CompanyExpenses, (2) reimburse expenses of CWH to the extent required by the Holdings LLC Agreement and(3) make indemnification payments to the extent required by the Holdings LLC Agreement;

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(C) of up to $30,000,000 during any fiscal year to provide funds that are used by Holdings topay regular quarterly dividends ratably to its unitholders (including CWH) with unused amounts in anycalendar year being carried over to the succeeding calendar year; provided that the funds received by CWHare used to pay regular quarterly dividends to its shareholders; and

(D) Restricted Payments to Holdings that are used for “Cash Settlements” pursuant to theHoldings LLC Agreement; and

(ix) so long as no Event of Default shall have occurred and be continuing or would result therefrom, theBorrower may make additional Restricted Payments to any Intermediate Parent and Holdings in an aggregate amount notto exceed the greater of (x) $20,000,000 and (y) 7.0% of Consolidated EBITDA for the most recently ended Test Period.

(b) The Borrower will not, and will not permit any other Subsidiary to, make or agree to pay or make, directly orindirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of orinterest on any Subordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property),including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation ortermination of any Subordinated Indebtedness, or any other payment (including any payment under any Swap Agreement) thathas a substantially similar effect to any of the foregoing, except:

(i) payment of regularly scheduled interest and principal payments as, in the form of payment and whendue in respect of any Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by thesubordination provisions thereof;

(ii) refinancings of Indebtedness to the extent permitted by Section 6.01;

(iii) the conversion of any Subordinated Indebtedness to Equity Interests (other than Disqualified EquityInterests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and

(iv) so long as (1) no Default or Event of Default shall have occurred and be continuing or would resulttherefrom and (2) the Borrower shall be in compliance with the Financial Performance Covenant on a Pro Forma Basisas of the end of the most recent Test Period (regardless of whether such Financial Performance Covenant is applicable atsuch time), prepayments, redemptions, purchases, defeasances and other payments in respect of any Subordinated Indebtedness prior to their scheduled maturity in an aggregate amount, not to exceed the Available Amount.

Section 6.08 Transactions with Affiliates . The Borrower will not, and will not permit any Subsidiary to, sell, leaseor otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwiseengage in any other transactions with, any of its Affiliates, except (i) transactions (A) among the Borrower and Subsidiary LoanParties, (B) among Subsidiaries that are not Loan Parties and (C) consisting of Investments by Loan Parties in Subsidiaries thatare not Loan Parties pursuant to Section 6.04(c)(iii), (ii) on terms substantially as favorable to the Borrower or such Subsidiary aswould be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person other than an Affiliate,(iii) the payment of fees and expenses related to the Transactions, (iv) so long as no Event of Default under Section 7.01(a), (b),(h) or (i) shall have occurred and be continuing or would result therefrom, the payment of management, monitoring,

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consulting and advisory fees to the Investors (or management companies of the Investors) in an aggregate amount in any fiscalyear not to exceed the amount permitted to be paid pursuant to Section 6.07(a)(v)(B)(3) and the entering into and performance ofany agreements contemplated thereby, (v) issuances of Equity Interests of the Borrower to the extent otherwise permitted by thisAgreement, (vi) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officersand employees in the ordinary course of business (including loans and advances pursuant to Sections 6.04(b) and 6.04(n)),(vii) payments by the Borrower and the Subsidiaries pursuant to tax sharing agreements among Holdings (and any parent thereof),any Intermediate Parent, the Borrower and the Subsidiaries on customary terms to the extent attributable to the ownership oroperation of the Borrower and the Subsidiaries, to the extent payments are permitted by Section 6.07(a)(v)(A), (viii) the paymentof customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employeesof Holdings (or any direct or indirect parent entity), the Borrower, any Intermediate Parent and the Subsidiaries in the ordinarycourse of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, (ix) transactionspursuant to permitted agreements in existence or contemplated on the Effective Date and set forth on Schedule 6.08 or anyamendment thereto to the extent such an amendment is not adverse to the Lenders or the Issuing Banks in any material respect,(x) Restricted Payments permitted under Section 6.07, (xi) the furnishing of services by the Borrower or any Subsidiary to or forthe benefit of the Borrower or any other Subsidiary in the ordinary course of business, and (xii) customary payments by theBorrower and any Subsidiaries to the Investors made for any financial advisory, consulting, financing, underwriting or placementservices or in respect of other investment banking activities (including in connection with acquisitions or divestitures), whichpayments are approved by a majority of the disinterested members of the Board of Directors of Holdings in good faith.

Section 6.09 Restrictive Agreements . The Borrower will not, and will not permit any Subsidiary to, directly orindirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any conditionupon (a) the ability of the Borrower or any other Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of itsproperty or assets to secure the Secured Obligations or (b) the ability of any Subsidiary that is not a Loan Party to pay dividendsor other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any Subsidiary or toGuarantee Indebtedness of any Subsidiary; provided that the foregoing clauses (a) and (b) shall not apply to any such restrictionsthat (i) (x) exist on the Effective Date and (to the extent not otherwise permitted by this Section 6.09) are listed on Schedule 6.09and (y) any renewal or extension of a restriction permitted by clause (i)(x) or any agreement evidencing such restriction so long assuch renewal or extension does not expand the scope of such restrictions, (ii) (x) are binding on a Subsidiary at the time suchSubsidiary first becomes a Subsidiary, so long as such restrictions were not entered into in contemplation of such Personbecoming a Subsidiary and (y) any renewal or extension of a restriction permitted by clause (ii)(x) or any agreement evidencingsuch restriction so long as such renewal or extension does not expand the scope of such restriction, (iii) are contained inIndebtedness of a Subsidiary that is not a Loan Party that is permitted by Section 6.01 and do not restrict the creation of Lienssecuring the Secured Obligations, (iv) are customary restrictions that arise in connection with any Disposition permitted bySection 6.05 applicable pending such Disposition solely to the assets subject to such Disposition, (v) are customary provisions injoint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.04, (vi) are negativepledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but solely to the extent anynegative pledge relates to the property financed by such Indebtedness, (vii) are imposed by Requirements of Law, (viii) arecustomary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby solong as such restrictions relate only to the assets subject thereto, (ix) comprise restrictions imposed by any agreement relating tosecured Indebtedness permitted pursuant to Section 6.01(a)(v) to the extent that such restrictions apply only to the property orassets

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securing such Indebtedness, (x) are customary provisions restricting subletting or assignment of any lease governing a leaseholdinterest of the Borrower or any Subsidiary, (xi) are customary provisions restricting assignment of any license, lease or otheragreement, (xii) are restrictions on cash (or Permitted Investments) or deposits imposed by customers under contracts entered intoin the ordinary course of business (or otherwise constituting Permitted Encumbrances on such cash or Permitted Investments ordeposits), (xiii) are customary net worth provisions contained in real property leases or licenses of intellectual property enteredinto by the Borrower or any Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions couldnot reasonably be expected to impair the ability of the Borrower and its subsidiaries to meet their ongoing obligation, (xiv) ariseunder any documentation evidencing or governing the terms of any Indebtedness incurred under Section 6.01(a)(viii), PermittedFirst Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or Additional Notes and in each case do not restrictthe creation of Liens securing the Secured Obligations or (xv) are imposed on FreedomRoads Entities by the FreedomRoadsFloorplan Credit Agreement.

Section 6.10 Amendment of Subordinated Indebtedness . The Borrower will not, and will not permit anySubsidiary to, amend, modify, waive, terminate or release the documentation governing any Subordinated Indebtedness, in eachcase if the effect of such amendment, modification, waiver, termination or release is materially adverse to the Lenders or theIssuing Banks.

Section 6.11 Financial Performance Covenant . With respect to the Revolving Facility only, except with thewritten consent of the Required Revolving Lenders, the Borrower will not permit the Total Leverage Ratio as of the last day ofany Test Period to exceed the ratio set forth below opposite the last day of such Test Period:

Test Period Total Leverage Ratio

December 31, 2016 − December 31, 2019 3.00 to 1

March 31, 2020 and the last day of each fiscalquarter ending thereafter

2.75 to 1

Notwithstanding the foregoing, this Section 6.11 shall be in effect (and shall only be in effect) as of the last day of any

Test Period, if the aggregate amount of all Revolving Loans, Swingline Loans, Letters of Credit (other than those cashcollateralized in an amount equal to the outstanding amount thereof) and unreimbursed LC Disbursements outstanding at suchtime is greater than 30.0% of the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time; providedthat, solely for purposes of calculating the effectiveness of the Financial Covenant at any Test Period, an amount equal to thelesser of (a) the aggregate amount of Letters of Credit outstanding and not cash collateralized and (b) $5,000,000 shall bededucted from both the Revolving Exposure and the aggregate amount of the Revolving Lenders’ Revolving Commitments atsuch time.

Section 6.12 Changes in Fiscal Periods . The Borrower will not make any change in its fiscal year; provided ,however , that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal yearreasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and arehereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscalyear.

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Section 6.13 Holding Company .

(a) Holdings and any Intermediate Parent will not conduct, transact or otherwise engage in any business oroperations other than (i) the ownership and/or acquisition of the Equity Interests of the Borrower and any Intermediate Parent,(ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance,(iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of CWH, Holdingsand the Borrower, (iv) the performance of its obligations under and in connection with its Organizational Documents, the LoanDocuments, any document entered into in respect of any guarantee of any Credit Agreement Refinancing Indebtedness or anyother Indebtedness incurred under Section 6.01 (other than any FreedomRoads Floorplan Indebtedness), any agreementcontemplated by Section 6.08(iv) and any other agreements contemplated hereby and thereby, (v) any public offering of itscommon stock or any other issuance or registration of its Qualified Equity Interests for sale or resale, including the costs, fees andexpenses related thereto, (vi) incurring fees, costs and expenses relating to overhead and general operating including professionalfees for legal, tax and accounting issues and paying taxes, (vii) providing usual and customary indemnification to officers anddirectors, (viii) activities in connection with or incidental to the consummation of the Transactions and the IPO Transactions,including any activities in connection with or incidental to the Tax Receivable Agreement, the Holdings LLC Agreement or anyother agreement entered into in connection with or incidental to the IPO Transactions, (ix) holding the proceeds of capital raises(whether debt or equity) not prohibited by the Loan Documents, (x) activities and contractual rights incidental to the maintenanceand administration of stock plans, (xi) guaranteeing obligations under leases of the Borrower and its Subsidiaries and(xii) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraph.

(b) Holdings and any Intermediate Parent will not own or acquire any material assets (other than Equity Interestsas referred to in paragraph (a)(i) above, cash and Permitted Investments or intercompany Investments in any Intermediate Parentor the Borrower or to the extent such asset is only held for a limited period prior to being transferred to the Borrower) or incurany liabilities (other than liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence andbusiness and activities permitted by this Agreement) or issue any Disqualified Equity.

Section 6.14 FreedomRoads Entities . Notwithstanding anything set forth in any Loan Document, nothing in anyLoan Document will restrict any FreedomRoads Entity in a manner that would be prohibited under Section 7.21 or anycomparable provision of the FreedomRoads Credit Agreement.

ARTICLE VIIEVENTS OF DEFAULT

Section 7.01 Events of Default . If any of the following events (any such event, an “ Event of Default ”) shalloccur:

(a) any Loan Party shall fail to pay any principal of any Loan or any reimbursement obligation in respectof any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at adate fixed for prepayment thereof or otherwise;

(b) any Loan Party shall fail to pay any interest on any Loan or any fee or any other amount (other than anamount referred to in paragraph (a) of this Section) payable under any Loan Document, when and as the same shallbecome due and payable, and such failure shall continue unremedied for a period of three Business Days;

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(c) any representation or warranty made or deemed made by or on behalf of Holdings, the Borrower orany of its Subsidiaries in or in connection with any Loan Document or any amendment or modification thereof or waiverthereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connectionwith any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have beenincorrect in any material respect when made or deemed made;

(d) Holdings, the Borrower or any of its Subsidiaries shall fail to observe or perform (i) any covenant,condition or agreement contained in Section 5.02, 5.04 (with respect to the existence of Holdings, the Borrower or suchSubsidiaries), 5.10 or in Article VI (other than Section 6.11) or (ii) the Financial Performance Covenant pursuant toSection 6.11; provided that a Default as a result of a breach of Section 6.11 is subject to cure pursuant to Section 7.02;provided further that an Event of Default under the Financial Performance Covenant shall not constitute an Event ofDefault with respect to any Term Loan unless and until (A) the Revolving Lenders have actually declared all outstandingobligations under the Revolving Loans to be immediately due and payable in accordance with this Agreement as a resultof the Borrower’s failure to perform or observe the Financial Performance Covenant or (B) such default results in across-default to other Material Indebtedness of Holdings, the Borrower or any of its Subsidiaries, such Indebtedness isaccelerated and such acceleration would otherwise cause a default with respect to the Term Loans;

(e) Holdings, the Borrower or any of its Subsidiaries shall fail to observe or perform any covenant,condition or agreement contained in any Loan Document (other than those specified in paragraph (a), (b) or (d) of thisSection), and such failure shall continue unremedied for a period of 30 days after notice thereof from the AdministrativeAgent to the Borrower;

(f) Holdings, the Borrower or any of its Subsidiaries shall fail to make any payment (whether of principalor interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become dueand payable (after giving effect to any applicable grace period);

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to itsscheduled maturity or that enables or permits (with all applicable grace periods having expired) the holder or holders ofany Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to becomedue, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;provided that this paragraph (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the sale,transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securingsuch Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement) or(ii) termination events or similar events (other than events in the nature of defaults or events of default) occurring underany Swap Agreement that constitutes Material Indebtedness (it being understood that paragraph (f) of this Section willapply to any failure to make any payment required as a result of any such termination or similar event);

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking(i) liquidation, court protection, reorganization or other relief in respect of Holdings, the Borrower or any MaterialSubsidiary or its debts, or of a material part of its assets, under any Federal, state or foreign bankruptcy, insolvency,receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, examiner,sequestrator, conservator or similar official for Holdings, the Borrower or any Material Subsidiary or for a material partof

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its assets, and, in any such case, such proceeding or petition shall continue undismissed or unstayed for 60 days or anorder or decree approving or ordering any of the foregoing shall be entered;

(i) Holdings, the Borrower or any other Material Subsidiary shall (i) voluntarily commence anyproceeding or file any petition seeking liquidation, court protection, reorganization or other relief under any Federal,state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to theinstitution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in paragraph(h) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, examiner, custodian, sequestrator,conservator or similar official for Holdings, the Borrower or any Material Subsidiary or for a material part of its assets,(iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (v) make ageneral assignment for the benefit of creditors;

(j) one or more enforceable judgments for the payment of money in an aggregate amount in excess of$30,000,000 (to the extent not covered by insurance as to which the insurer has been notified of such judgment or orderand has not denied coverage) shall be rendered against Holdings, the Borrower and any of its Subsidiaries or anycombination thereof and the same shall remain undischarged for a period of 60 consecutive days during which executionshall not be effectively stayed, or any judgment creditor shall legally attach or levy upon assets of Holdings, theBorrower or any of its Subsidiaries to enforce any such judgment;

(k) (i) an ERISA Event occurs that has resulted or could reasonably be expected to result in liability ofany Loan Party in an aggregate amount that could reasonably be expected to result in a Material Adverse Effect, or(ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, anyinstallment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan inan aggregate amount that could reasonably be expected to result in a Material Adverse Effect;

(l) any Lien purported to be created under any Security Document shall cease to be, or shall be assertedby any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priorityrequired by the applicable Security Document, except (i) as a result of the sale or other disposition of the applicableCollateral in a transaction permitted under the Loan Documents, (ii) as a result of the Administrative Agent’s failure tomaintain possession of any stock certificates, promissory notes, certificates of title or other instruments delivered to itunder the Security Documents or (iii) as to Collateral consisting of real property to the extent that such losses arecovered by a lender’s title insurance policy and such insurer has not denied coverage;

(m) any material provision of any Loan Document or any Guarantee of the Loan Document Obligationsshall for any reason be asserted by any Loan Party not to be a legal, valid and binding obligation of any Loan Partythereto other than as expressly permitted hereunder or thereunder;

(n) any Guarantees of the Loan Document Obligations by any Loan Party pursuant to the GuaranteeAgreement shall cease to be in full force and effect (in each case, other than in accordance with the terms of the LoanDocuments); or

(o) a Change in Control shall occur;

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then, and in every such event (other than an event with respect to Holdings or the Borrower described in paragraph (h) or (i) ofthis Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request ofthe Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or differenttimes: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loansthen outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payablemay thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable,together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due andpayable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by theBorrower; and in case of any event with respect to Holdings or the Borrower described in paragraph (h) or (i) of this Section, theCommitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interestthereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable,without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Section 7.02 Right to Cure .

(a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and theSubsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter ofthe Borrower, at any time after the beginning of such fiscal quarter until the expiration of the tenth day subsequent to the earlierof (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day ofsuch fiscal quarter) is delivered in accordance with Section 5.01(c) and (ii) the date on which the financial statements with respectto such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant toSection 5.01(a) or (b), as applicable, Holdings shall have the right to issue Qualified Equity Interests for cash or otherwise receivecash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests in a form reasonablyacceptable to the Administrative Agent (which Holdings shall contribute through its Subsidiaries of which the Borrower is aSubsidiary to the Borrower as cash common equity) (collectively, the “ Cure Right ”), and upon the receipt by the Borrower ofthe Net Proceeds of such issuance that are Not Otherwise Applied (the “ Cure Amount ”) pursuant to the exercise by Holdings ofsuch Cure Right, the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

(i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any TestPeriod that contains such fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant and notfor any other purpose under this Agreement, by an amount equal to the Cure Amount; and

(ii) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any repaymentof any Indebtedness with any portion of the Cure Amount or any portion of the Cure Amount on the balance sheet of theBorrower and its Subsidiaries, in each case, with respect to such fiscal quarter only), the Borrower and its Subsidiariesshall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower and itsSubsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevantdate of determination with the same effect as though there had been no failure to comply therewith at such date, and theapplicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for thepurposes of this Agreement;

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provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five BusinessDays of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings.

(b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of theBorrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of thisAgreement, the Cure Right shall not be exercised more than five times and (iii) the Cure Amount shall be no greater than theamount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall notbe deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amountreceived pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining any financial ratio-basedcondition, pricing provision or available basket under this Agreement.

ARTICLE VIIIADMINISTRATIVE AGENT

Section 8.01 Appointment and Authorization of Agents . Each Lender hereby irrevocably appoints Goldman SachsBank USA to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes theAdministrative Agent to take such actions on its behalf and to exercise such powers, rights and remedies as are delegated to theAdministrative Agent by the terms hereof or thereof, together with such actions and powers, rights and remedies as are reasonablyincidental thereto. In performing its functions and duties hereunder, each Agent Party shall act solely as an agent of Lenders anddoes not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or forHoldings, the Borrower or any of the Subsidiaries. The provisions of this Article are solely for the benefit of the Agent Partiesand the Lenders (including the Swingline Lenders) and the Issuing Banks, and the Borrower shall not have rights as a third-partybeneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other LoanDocuments (or any other similar term) with reference to any Agent Party is not intended to connote any fiduciary or other implied(or express) obligations arising under agency doctrine of any applicable Requirement of Law. Instead such term is used as amatter of market custom, and is intended to create or reflect only an administrative relationship between independent contractingparties.

Each Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and thedocuments associated therewith, and each Issuing Bank shall have all of the benefits and immunities (a) provided to Agent Partiesin this Article with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Creditissued by it or proposed to be issued by it and the documents pertaining to such Letters of Credit as fully as if the term “AgentParty” as used in this Article and the definition of “Agent Parties” included such Issuing Bank with respect to such acts oromission, and (b) as additionally provided herein with respect to each Issuing Bank.

Section 8.02 Rights as a Lender . Each Agent Party shall have the same rights and powers in its capacity as aLender as any other Lender and may exercise the same as though it were not an Agent Party hereunder, and the term “Lender” or“Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include any Person serving as anAgent Party hereunder in its individual capacity. The agency hereby created shall in no way impose any duties or obligationsupon any Agent Party in its individual capacity as a Lender hereunder. Each such Person and its Affiliates may accept depositsfrom, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage inany kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent Partyhereunder and without any duty to account therefor to the Lenders.

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Section 8.03 Exculpatory Provisions .

(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and inthe other Loan Documents, and its duties hereunder shall be administrative in nature, and none of the Syndication Agent, theDocumentation Agent or, except as expressly set forth herein, any Arranger shall have any duties or obligationshereunder. Without limiting the generality of the foregoing, the Administrative Agent shall not (i) be subject to any fiduciary orother implied duties, regardless of whether a Default has occurred and is continuing; (ii) have any duty to take any discretionaryaction (including the failure to take an action) or exercise any discretionary powers, except (in the case of the AdministrativeAgent) discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the AdministrativeAgent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lendersas shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not berequired to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability orthat is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be inviolation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination ofproperty of a Defaulting Lender in violation of any Debtor Relief Law; and (iii) except as expressly set forth herein and in theother Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to theBorrower or any of its Affiliates that is communicated to or obtained by the Administrative Agent or any of its Affiliates in anycapacity.

(b) Neither the Administrative Agent nor any of its officers, directors, employees or agents shall be liable for anyaction taken or not taken by it under or in connection with any of the Loan Documents, including with the consent or at therequest of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as theAdministrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Article VII andSection 9.02), except to the extent caused by its own gross negligence, bad faith or willful misconduct as determined by a court ofcompetent jurisdiction by final and nonappealable judgment. Anything contained herein to the contrary notwithstanding,Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the LCExposure or the component amounts thereof. The Administrative Agent shall not be deemed to have knowledge or notice of theoccurrence of any Default unless and until the Administrative Agent shall have received written notice from a Lender, an IssuingBank or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.”

(c) No Agent Party shall be responsible for or have any duty to ascertain or inquire into (i) any statement,warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of anyfinancial or other statements, instruments, certificate, report or other document delivered hereunder or thereunder or in connectionherewith or therewith (including any telephonic notice, electronic message, Internet or intranet website posting or otherdistribution), (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinor therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness, collectability or sufficiency orgenuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfactionof any condition set forth in Article IV or elsewhere herein, other than (in the case of the Administrative Agent) to confirmreceipt of items expressly required to be delivered to it.

Section 8.04 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shallnot incur any liability for relying upon, any communication, notice, request,

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certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranetwebsite posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by theproper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by itto have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with anycondition hereunder to any Borrowing that by its terms shall be fulfilled to the satisfaction of a Lender or an Issuing Bank, theAdministrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless theAdministrative Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to any suchBorrowing. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independentaccountants and other experts or professional advisors selected by it, and shall not be liable for any action taken or not taken by itin accordance with the advice of any such counsel, accountants or experts.

Section 8.05 Delegation of Duties . The Administrative Agent may perform any and all of its duties and exerciseits rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by theAdministrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise itsrights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to anysuch sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respectiveactivities in connection with the syndication of the Loans as well as activities as Administrative Agent. The Administrative Agentshall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competentjurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence, badfaith or willful misconduct in the selection of such sub-agents.

Section 8.06 Indemnification of the Administrative Agent . Whether or not the transactions contemplated herebyare consummated, each Lender shall indemnify upon demand each Agent Party (to the extent not reimbursed by or on behalf ofthe Borrower and without limiting the obligations of any Loan Party to do so) on a pro rata basis (determined as of the time thatthe applicable payment is sought based on each Lender’s ratable share at such time) and hold harmless each Agent Party againstany and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel feesand disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted againstsuch Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other LoanDocuments or otherwise in its capacity as such Agent Party in any way relating to or arising out of this Agreement, the other LoanDocuments, or any Letter of Credit or the use of proceeds thereof (“ Indemnified Liabilities ”); provided that (a) no Lender shallbe liable for payment to any Agent Party of any portion of such Indemnified Liabilities to the extent determined in a final,nonappealable judgment of a court of competent jurisdiction to have resulted from such Agent Party’s own gross negligence orwillful misconduct (and no action taken in accordance with the directions of the Required Lenders shall be deemed to constitutegross negligence or willful misconduct for purposes of this Section) and (b) to the extent any Issuing Bank or Swingline Lender isentitled to indemnification under this Section solely in its capacity and role as an Issuing Bank or as a Swingline Lender, asapplicable, only the Revolving Lenders shall be required to indemnify such Issuing Bank or such Swingline Lender, as the casemay be, in accordance with this Section (determined as of the time that the applicable payment is sought based on each RevolvingLender’s Revolving Exposure thereof at such time). In the case of any investigation, litigation or proceeding giving rise to anyIndemnified Liabilities, this Section applies whether any such investigation, litigation or proceeding is brought by any Lender orany other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for itsratable share of any costs or out-of-pocket expenses (including the fees, disbursements and other charges of counsel) incurred bythe Administrative Agent in connection

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with preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations,legal proceedings or otherwise) of, or legal advice in respect of rights and responsibilities under, this Agreement, any other LoanDocument, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursedfor such costs or expenses by or on behalf of the Borrower (but without limitation of the Borrower’s obligations to provide suchreimbursement).

Section 8.07 Resignation of Administrative Agent . The Administrative Agent may resign as Administrative Agentupon 20 days’ notice to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, theRequired Lenders shall appoint from among the Lenders a successor agent (which may be an Affiliate of a Lender), with theconsent of the Borrower at all times other than during the existence of an Event of Default under Section 7.01(a), (f), (g) or(h) (which consent shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by theRequired Lenders and shall have accepted such appointment prior to the effective date of the resignation of the AdministrativeAgent, then the Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, appointa successor Administrative Agent from among the Lenders or a commercial bank with a combined capital and surplus of at least$500,000,000 that can act as a withholding agent for U.S. federal income tax purposes. Whether or not a successor has beenappointed, such resignation shall become effective in accordance with such notice on such effective date, whereupon (a) theretiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents(except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banksunder any of the Loan Documents, the retiring Administrative Agent may (but shall not be obligated to) continue to hold suchcollateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications anddeterminations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender andIssuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided forabove. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed toand become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiringAdministrative Agent shall be discharged from all of its duties and obligations hereunder or under the other LoanDocuments. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to itspredecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’sresignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in effectfor the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actionstaken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Anyresignation of any Administrative Agent pursuant to this Section 8.07 shall, if applicable, also constitute the resignation of suchAdministrative Agent as Swingline Lender and/or Issuing Bank.

Section 8.08 Non-Reliance on Agents and Other Lenders . Each Lender and each Issuing Bank acknowledges thatit has, independently and without reliance upon any Agent Party or any other Lender or any of their Related Parties and based onsuch documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into thisAgreement. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon anyAgent Party or any other Lender or any of their Related Parties and based on such documents and information as it shall fromtime to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon thisAgreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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Section 8.09 Administrative Agent May File Proofs of Claim . In case of the pendency of any proceeding underany Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective ofwhether the principal of any Loan or obligation under a Letter of Credit shall then be due and payable as herein expressed or bydeclaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower)shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) To file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedurethat in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than onecreditor;

(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid inrespect of the Loans, all obligations under Letters of Credit and all other Secured Obligations that are owing and unpaidand to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the IssuingBanks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements andadvances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and allother amounts due to the Lenders, the Issuing Banks and the Administrative Agent under Sections 2.12 and 9.03)allowed in such judicial proceeding; and

(c) to collect and receive any monies or other property payable or deliverable on any such claims and todistribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding ishereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, in the event that theAdministrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to theAdministrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of theAdministrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.12and 9.03. To the extent that the payment of any such compensation, expenses, disbursements and advances of AdministrativeAgent, its agents and counsel, and any other amounts due Administrative Agent under Sections 2.12 and 9.03 out of the estate inany such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of,any and all distributions, dividends, money, securities and other properties that the Lenders or Issuing Banks may be entitled toreceive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.

Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt onbehalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or therights of any Lender or to authorize Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 8.10 Withholding Taxes . To the extent required by any applicable laws, the Administrative Agent maywithhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting orexpanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, andshall make payments in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses,claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurredby or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of theAdministrative Agent to properly withhold Tax from amounts

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paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was notdelivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstancethat rendered the exemption from, or reduction of withholding Tax ineffective), whether or not such Taxes were correctly orlegally imposed or asserted. A certificate as to the amount of such payment or liability delivered to any Lender by theAdministrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document againstany amount due the Administrative Agent under this Section. The agreements in this Section shall survive the resignation and/orreplacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of theCommitments and the repayment, satisfaction or discharge of all other Secured Obligations. For the avoidance of doubt, forpurposes of this Section, the term “Lender” shall include any Issuing Bank and any Swingline Lender.

Section 8.11 Binding Effect . Each Secured Party by accepting the benefits of the Loan Documents agrees that(a) any action taken by the Administrative Agent or the Required Lenders (or, if expressly required hereby, a greater proportion ofthe Lenders) in accordance with the provisions of the Loan Documents, (b) any action taken by the Administrative Agent inreliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (c) the exercise by theAdministrative Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein ortherein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of theSecured Parties.

Section 8.12 Additional Secured Parties . The benefit of the provisions of the Loan Documents directly relating tothe Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender or IssuingBank party hereto as long as, by accepting such benefits, such Secured Party agrees, as among the Administrative Agent and allother Secured Parties, that such Secured Party is bound by (and, if requested by the Administrative Agent shall confirm suchagreement in a writing in form and substance acceptable to the Administrative Agent) this Article VIII, Section 2.17,Section 9.01, Section 9.04, Section 9.08, Section 9.12 and Section 9.16 (and, solely with respect to Issuing Banks, Section 2.05)and the decisions and actions of the Administrative Agent and the Required Lenders (or, where expressly required by the terms ofthis Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender isbound; provided , however , that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 8.10 andSection 9.03 only to the extent of the losses, claims, damages, liabilities, costs and expenses with respect to or otherwise relatingto the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shallnot be limited by any concept of pro rata share or similar concept, (b) the Administrative Agent, the Lenders and the IssuingBanks party hereto shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless ofwhether any Loan Document Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of theCollateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to suchSecured Party or any such Loan Document Obligation and (c) except as otherwise set forth herein, such Secured Party shall nothave any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of theCollateral or under any Loan Document.

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ARTICLE IXMISCELLANEOUS

Section 9.01 Notices .

(a) Except in the case of notices and other communications expressly permitted to be given by telephone, allnotices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courierservice, mailed by certified or registered mail or sent by fax or other electronic transmission, as follows:

(i) if to Holdings, the Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender, tothe address, fax number, e-mail address or telephone number specified for such Person on Schedule 9.01; and

(ii) if to any other Lender, to it at its address (or fax number, telephone number or email address) setforth in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated bya Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain Private-SideInformation relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail,shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to havebeen given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been givenat the opening of business on the next business day for the recipient). Notices and other communications delivered throughelectronic communications to the extent provided in paragraph (b) below shall be effective as provided in such paragraph (b).

(b) Electronic Communications . Notices and other communications to the Lenders and the Issuing Bankshereunder may be delivered or furnished by electronic communication (including email and Internet or intranet websites)pursuant to procedures reasonably approved by the Administrative Agent; provided that the foregoing shall not apply to noticesto any Lender or the Issuing Bank pursuant to Article II if such Lender or any Issuing Bank, as applicable, has notified theAdministrative Agent that it is incapable of receiving notices under such Article by electronic communication.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail addressshall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “returnreceipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or othercommunication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed tohave been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted toan Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address asdescribed in the foregoing clause (i) of notification that such notice or communication is available and identifying the websiteaddress therefor.

(c) The Platform . THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENTPARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWERMATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS INOR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR

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STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, ISMADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In noevent shall the Administrative Agent, the Arrangers or any of their respective Related Parties (collectively, the “ Agent Parties ”)have any liability to Holdings, the Borrower, any Lender, any Issuing Bank or any other Person for losses, claims, damages,liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the AdministrativeAgent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilitiesor expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from thegross negligence or willful misconduct of such Agent Party; provided , however , that in no event shall any Agent Party have anyliability to Holdings, the Borrower, any Lender, any Issuing Bank or any other Person for indirect, special, incidental,consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc . Each of Holdings, the Borrower, the Administrative Agent, the Issuing Banks andthe Swingline Lender may change its address, electronic mail address, fax or telephone number for notices and othercommunications or website hereunder by notice to the other parties hereto. Each other Lender may change its address, fax ortelephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, eachIssuing Bank and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time toensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, fax number andelectronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for suchLender.

(e) Reliance by Administrative Agent, Issuing Banks and Lenders . The Administrative Agent, the Issuing Banksand the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if(i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other formof notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. TheBorrower shall indemnify the Administrative Agent, the Issuing Banks, each Lender and the Related Parties from all losses, costs,expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of theBorrower in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by acourt of competent jurisdiction. All telephonic notices to and other telephonic communications with the Administrative Agentmay be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Section 9.02 Waivers; Amendments .

(a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right orpower under this Agreement or any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise ofany such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other orfurther exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, theIssuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rightsor remedies that they would otherwise have. No waiver of any provision of this Agreement or any Loan Document or consent toany departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) ofthis Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for whichgiven. Without limiting the generality of the foregoing, the making of a Loan or the issuance, amendment,

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renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether theAdministrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No noticeor demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice ordemand in similar or other circumstances.

(b) Except as provided in Section 2.20 with respect to any Incremental Revolving Facility Amendment orIncremental Term Facility Amendment or in Section 2.21 with respect to any Refinancing Amendment, none of this Agreement,any Loan Document (other than the Fee Letters, which may be amended and modified in accordance with the terms thereof) orany provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to anagreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders or, in the case of any otherLoan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Partyor Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreementshall:

(i) increase the Commitment of any Lender without the written consent of such Lender (it beingunderstood that, subject to clause (ix) below, a waiver of any condition precedent set forth in Section 4.02 or the waiverof any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension orincrease of any Commitment of any Lender);

(ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, orreduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby;provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower topay default interest pursuant to Section 2.13(c) or to amend Section 2.13(c);

(iii) postpone the maturity of any Loan or the expiration date of any Letter of Credit, or the date of anyscheduled amortization payment of the principal amount of any Term Loan, or the reimbursement date with respect toany LC Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of,waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without thewritten consent of each Lender directly and adversely affected thereby;

(iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments requiredthereby, without the written consent of the Lenders holding a Majority in Interest of the outstanding Loans and unusedCommitments of each adversely affected Class;

(v) change any of the provisions of this Section without the written consent of each Lender that is orcould be directly and adversely affected thereby;

(vi) change the percentage set forth in the definition of “Required Lenders,” “Required RevolvingLenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders ofany Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consentthereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be);

(vii) release all or substantially all the value of the Guarantees under the Guarantee Agreement (except asexpressly provided in this Agreement or the Guarantee Agreement) without the written consent of each Lender (otherthan a Defaulting Lender);

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(viii) release all or substantially all the Collateral from the Liens of the Security Documents (except asexpressly provided in this Agreement or the Security Documents), without the written consent of each Lender (otherthan a Defaulting Lender);

(ix) change any provisions of any Loan Document in a manner that by its terms adversely affects therights, or increases the obligations, of Lenders holding Loans of any Class differently than those holding Loans of anyother Class, without the written consent of Lenders (other than a Defaulting Lender) holding a Majority in Interest of theoutstanding Loans and unused Commitments of each adversely affected Class; or

(x) change the rights of the Term Lenders to decline mandatory prepayments as provided in Section 2.11or the rights of any Additional Lenders of any Class to decline mandatory prepayments of Term Loans of such Class asprovided in the applicable Refinancing Amendment, without the written consent of a Majority in Interest of the TermLenders or Additional Lenders of such Class, as applicable;

provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the AdministrativeAgent, any Issuing Bank or any Swingline Lender without the prior written consent of the Administrative Agent, such IssuingBank or such Swingline Lender, as the case may be, and (B) any provision of this Agreement or any other Loan Document maybe amended by an agreement in writing entered into by Holdings, the Borrower and the Administrative Agent to cure anyambiguity, omission, defect or inconsistency (as reasonably determined by the Administrative Agent) so long as, in each case, theLenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not havereceived, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders statingthat the Required Lenders object to such amendment. Notwithstanding the foregoing, (a) this Agreement may be amended (oramended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower(i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to timeoutstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement andthe other Loan Documents and (ii) to include appropriately the Lenders holding such credit facilities in any determination of theRequired Lenders on substantially the same basis as the Lenders prior to such inclusion, (b) guarantees, collateral securitydocuments and related documents executed by Foreign Subsidiaries in connection with this Agreement may be in a formreasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with theconsent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender ifsuch amendment or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities ordefects (as reasonably determined by the Administrative Agent) or (iii) to cause such guarantee, collateral security document orother document to be consistent with this Agreement and the other Loan Documents, and (c) only the consent of the RequiredRevolving Lenders shall be necessary to amend or waive the terms and provisions of Section 6.11, 7.01(d)(ii) and/or 7.02 (andrelated definitions as used in such Sections, but not used in other Sections of this Agreement), and such Sections and definitionsshall not be amended without the consent of the Required Revolving Lenders.

(c) In connection with any proposed amendment, modification, waiver or termination (a “ Proposed Change ”)requiring the consent of all Lenders or all affected Lenders, if the consent of the Required Lenders (and, to the extent anyProposed Change requires the consent of Lenders holding Loans of any Class pursuant to paragraph (b) of this Section, theconsent of a Majority in Interest of the outstanding Loans and unused Commitments of such Class) to such Proposed Change isobtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such

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Lender whose consent is not obtained as described in paragraph (b) of this Section being referred to as a “ Non-ConsentingLender ”), then, so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may,at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained inSection 9.04), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume suchobligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowershall have received the prior written consent of the Administrative Agent to the extent such consent would be required underSection 9.04(b) for an assignment of Loans or Commitments, as applicable (and, if a Revolving Commitment is being assigned,each Issuing Bank and Swingline Lender), which consent shall not be unreasonably withheld or delayed, (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans andparticipations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable toit hereunder (including pursuant to Section 2.11(g)) from the Eligible Assignee (to the extent of such outstanding principal andaccrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) unless waived, the Borrower or such EligibleAssignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii).

(d) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, the RevolvingCommitments, Term Loans and Revolving Exposure of any Lender that is at the time a Defaulting Lender shall not have anyvoting or approval rights under the Loan Documents and shall be excluded in determining whether all Lenders (or all Lenders ofa Class), all affected Lenders (or all affected Lenders of a Class), a Majority in Interest of Lenders of any Class or the RequiredLenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to thisSection); provided that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent ofsuch Lender and (ii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender thataffects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

(e) In the event that S&P, Moody’s and Thompson’s BankWatch (or Insurance-Watch Ratings Service, in the caseof Lenders that are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by Insurance WatchRatings Service)) shall, after the date that any Lender becomes a Revolving Lender, downgrade the long-term certificate depositratings of such Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the case of a Lender that is aninsurance company (or B, in the case of an insurance company not rated by InsuranceWatch Ratings Service)), then each IssuingBank shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, toreplace such Lender with an Eligible Assignee (in accordance with and subject to the restrictions contained in paragraph(b) above), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to therestrictions contained in paragraph (b) above) all its interests, rights and obligations as a Revolving Lender under this Agreementto such Eligible Assignee; provided , however , that (i) no such assignment shall conflict with any law, rule and regulation ororder of any Governmental Authority, (ii) such Lender shall have received payment of an amount equal to the outstandingprincipal amount of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accruedfees and all other amounts payable to it hereunder from the Eligible Assignee (to the extent of such outstanding principal andaccrued interest and fees) or the Borrower (in the case of all other amounts), (iii) each Issuing Bank, the Administrative Agentand such Eligible Assignee shall have received the prior written consent of the Borrower, each other Issuing Bank and theSwingline Lender to the extent such consent would be required under Section 9.04(b) for an assignment of Loans orCommitments, as applicable, which consent shall not be unreasonably withheld or

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delayed and (iv) unless waived, the Borrower or such Eligible Assignee shall have paid to the Administrative Agent theprocessing and recordation fee specified in Section 9.04(b)(ii).

(f) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each AffiliatedLender hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or anyother Loan Party at a time when such Lender is an Affiliated Lender, (i) such Affiliated Lender shall not take any step or action insuch proceeding to object to, impede or delay the exercise of any right or the taking of any action by the Administrative Agent (orthe taking of any action by a third party that is supported by the Administrative Agent) in relation to such Affiliated Lender’sclaim with respect to its Term Loans (a “ Claim ”) (including objecting to any debtor in possession financing, use of cashcollateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization) so long as such AffiliatedLender is treated in connection with such exercise or action on the same or better terms as the other Lenders and (ii) with respectto any matter requiring the vote of Lenders during the pendency of any such proceeding (including voting on any plan ofreorganization), the Term Loans held by such Affiliated Lender (and any Claim with respect thereto) shall be deemed to havebeen voted by such Lender without discretion in the same proportion as the allocation of voting with respect to such matter byLenders that are not Affiliated Lenders, so long as such Affiliated Lender is treated in connection with the exercise of such rightor taking of such action on the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and eachAffiliated Lender agree and acknowledge that the provisions set forth in this paragraph constitute a “subordination agreement” assuch term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for allpurposes in any case where a Loan Party has filed for protection under any Debtor Relief Law applicable to the Loan Party (itbeing understood and agreed that the foregoing shall not cause the Term Loans held by any Affiliated Lender to be subordinatedin right of payment to any other Secured Obligations).

(g) Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue orrollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transactionpermitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, theAdministrative Agent and such Lender.

Section 9.03 Expenses; Indemnity; Damage Waiver .

(a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expensesincurred by the Administrative Agent, the Syndication Agent, the Arrangers and their respective Affiliates (without duplication),including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP and, to the extent reasonablydetermined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of anyreasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additionalcounsel per affected party, in connection with the syndication of the credit facilities provided for herein, and the preparation,execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisionsthereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank inconnection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder,(iii) all out-of-pocket costs and reasonable and documented or invoiced expenses of the Administrative Agent incurred inconnection with the creating, perfecting, recording, maintaining and preserving Liens in favor of the Administrative Agent for thebenefit of the Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees,title insurance premiums and reasonable fees, expenses and other charges of counsel to the Administrative Agent and of counselproviding any opinions that the Administrative Agent may reasonably request in respect of the Collateral or the Liens created

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pursuant to the Collateral Agreement and (iv) all reasonable and documented or invoiced out-of-pocket expenses incurred by theAdministrative Agent, each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for theAdministrative Agent, the Issuing Banks and the Lenders, in connection with the enforcement or protection of any rights orremedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legalproceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connectionwith the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred duringany workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall belimited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably bedeemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceivedconflict of interest, one additional counsel and one local counsel per affected party.

(b) The Borrower shall indemnify the Administrative Agent, each Issuing Bank, each Lender, the SyndicationAgent, the Documentation Agent, the Arrangers and each Related Party of any of the foregoing Persons (each such Person beingcalled an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities andreasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any Indemnitee, incurred by orasserted against any Indemnitee by any third party or by CWH, the Borrower, Holdings or any of their respective Affiliatesarising out of, in connection with, or as a result of (i) the arrangement and syndication of the credit facilities established hereby,any Incremental Revolving Facility or Incremental Term Facility established hereunder and any Refinancing Amendmenteffected hereunder, the execution or delivery of this Agreement, any Loan Document or any other agreement or instrumentcontemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunderor the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or theuse of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Creditif the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) tothe extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat ofRelease of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned oroperated by Holdings, the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Holdings, theBorrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of theforegoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by CWH, theBorrower, Holdings or any of their respective Affiliates and regardless of whether any Indemnitee is a party thereto; provided thatsuch indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, costs orrelated expenses (x) resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee (as determined by acourt of competent jurisdiction in a final and non-appealable judgment), (y) resulted from a material breach of the LoanDocuments by such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or(z) arose from disputes between or among Indemnitees that do not involve an act or omission by CWH, the Borrower, Holdingsor any of their respective Affiliates (other than claims against an Indemnitee in its capacity or in fulfilling its role as anadministrative agent or arranger or Issuing Bank or any similar role under this Agreement).

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent,the Syndication Agent, the Documentation Agent, any Arranger, any Related Party or any Issuing Bank under paragraph (a) or(b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Syndication Agent, the DocumentationAgent, such Arranger, such Related Party or such Issuing Bank, as the case may be, such Lender’s pro rata share (determined asof the time

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that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that theunreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by orasserted against the Administrative Agent, the Syndication Agent, the Documentation Agent, such Arranger, such Related Partyor such Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon itsshare of the Aggregate Revolving Exposure, outstanding Term Loans and unused Commitments at such time (or, if there are nooutstanding Revolving Exposures, outstanding Term Loans and unused Commitments at such time, the Aggregate RevolvingExposure, outstanding Term Loans and unused Commitments then most recently in effect). The obligations of the Lenders underthis paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’obligations under this paragraph (c)).

(d) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claimagainst any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or othermaterials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or otherinformation transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or thetransactions contemplated hereby or thereby; provided that such indemnity shall not, as to any Indemnitee, be available to theextent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment tohave resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) on any theory of liability, for special,indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as aresult of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, theTransactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable not later than 10 Business Days after written demandtherefor; provided , however , that any Indemnitee shall promptly refund an indemnification payment received hereunder to theextent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to suchpayment pursuant to this Section.

Section 9.04 Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit),except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder other than as expresslyprovided in Section 6.03 without the prior written consent of each Lender (and any attempted assignment or transfer by theBorrower without such consent shall be null and void), (ii) no assignment shall be made to any Defaulting Lender or any of itsSubsidiaries, or any Persons who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described inthis clause (ii) and (iii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance withthis Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than theparties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues anyLetter of Credit), Participants (to the extent provided in paragraph (c) of this Section), the Indemnitees and, to the extentexpressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) anylegal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) (i) Subject to the conditions set forth in paragraphs (b)(ii) and (f) below, any Lender may assign to one ormore Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of itsCommitments and the Loans at the time owing to it) with the prior written consent (such consent (except with respect toassignments to competitors of the Borrower identified in writing in a list delivered to the Administrative Agent and madeavailable to each Lender prior to the Effective Date) not to be unreasonably withheld or delayed) of (A) the Borrower; providedthat no consent of the Borrower shall be required for an assignment (x) by a Lender to any Lender or an Affiliate of any Lender,(y) by a Lender to an Approved Fund or (z) if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and iscontinuing; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for anassignment of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or to an Affiliated Lender and (C) solely inthe case of Revolving Loans and Revolving Commitments, each Issuing Bank and the Swingline Lender; provided that, for theavoidance of doubt, no consent of any Issuing Bank or the Swingline Lender shall be required for an assignment of all or anyportion of a Term Loan or Term Commitment. Notwithstanding anything in this Section to the contrary, if the Borrower has notgiven the Administrative Agent written notice of its objection to an assignment within 10 Business Days after written notice ofsuch assignment, the Borrower shall be deemed to have consented to such assignment.

(ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignmentto a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigningLender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to eachsuch assignment (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment or,if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment is delivered to theAdministrative Agent) shall, in the case of Revolving Loans, not be less than $2,500,000 or, in the case of a Term Loan,$1,000,000, unless the Borrower and the Administrative Agent otherwise consent (in each case, such consent not to beunreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default underSection 7.01(a), (b), (h) or (i) has occurred and is continuing; provided further that simultaneous assignments by or to two ormore Approved Funds shall be combined for purposes of determining whether the minimum assignment requirement is met,(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights andobligations under this Agreement; provided that this clause (B) shall not be construed to prohibit assignment of a proportionatepart of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to eachassignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlementsystem acceptable to the Administrative Agent or, if previously agreed with the Administrative Agent, manually execute anddeliver to the Administrative Agent an Assignment and Assumption, and, in each case, together (unless waived or reduced by theAdministrative Agent) with a processing and recordation fee of $3,500; provided that the Administrative Agent, in its solediscretion, may elect to waive or reduce such processing and recordation fee; provided further that assignments made pursuant toSection 2.19(b), Section 9.02(c) or Section 9.02(e) shall not require the signature of the assigning Lender to become effective and(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required bySection 2.17(f) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom allsyndicate-level information (which may contain Private-Side Information about the Borrower, the Loan Parties and their RelatedParties or their respective securities) will be made available and who may receive such information in accordance with theassignee’s compliance procedures and applicable laws, including Federal and state securities laws.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after theeffective date specified in each Assignment and Assumption, the assignee thereunder

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shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights andobligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned bysuch Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment andAssumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be aparty hereto but shall continue to be entitled to the benefits of (and subject to the obligations and limitations of) Sections2.15, 2.16, 2.17 and 9.03 and to any fees payable hereunder that have accrued for such Lender’s account but have not yet beenpaid). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with thisSection 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights andobligations in accordance with paragraph (c)(i) of this Section.

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain atone of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names andaddresses of the Lenders, and the Commitment of, and principal and interest amounts of the Loans and LC Disbursements owingto, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusiveabsent manifest error, and Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat eachPerson whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of thisAgreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Registerinformation regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shallbe available for inspection by (i) the Borrower and the Issuing Banks and (ii) to the extent of (A) its own Loan and Commitmentsand (B) Loans of Affiliated Lenders, any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and anassignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(f) (unless theassignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section andany written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept suchAssignment and Assumption and record the information contained therein in the Register. No assignment shall be effective forpurposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(vi) The words “execution,” “signed,” “signature” and words of like import in any Assignment and Assumptionshall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the samelegal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as thecase may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global andNational Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on theUniform Electronic Transactions Act.

(c) (i) Any Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent, the IssuingBanks or the Swingline Lender, sell participations to one or more banks or other Persons other than a natural person, a DefaultingLender, Holdings, the Borrower or any of their respective subsidiaries (a “ Participant ”) in all or a portion of such Lender’s rightsand obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that(A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible tothe other parties hereto for the performance of such obligations and (C)

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Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely anddirectly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement orinstrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right toenforce this Agreement and any other Loan Documents and to approve any amendment, modification or waiver of any provisionof this Agreement and any other Loan Documents; provided that such agreement or instrument may provide that such Lender willnot, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso toSection 9.02(b) that directly and adversely affects such Participant. Subject to paragraph (c)(iii) of this Section, the Borroweragrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the obligations andlimitations of such Sections, including Section 2.17(f) ( provided that any required documentation shall be provided to theparticipating Lender) and Section 2.19) to the same extent as if it were a Lender and had acquired its interest by assignmentpursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits ofSection 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were aLender.

(ii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of theBorrower, maintain a register on which it enters the name and address of each Participant and the principal and interest amountsof each participant’s interest in the Loans or other obligations under this Agreement (the “ Participant Register ”). The entries inthe Participant Register shall be conclusive, absent manifest error, and the Borrower and such Lender shall treat each personwhose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreementnotwithstanding any notice to the contrary; provided that no Lender shall have the obligation to disclose all or a portion of theParticipant Register (including the identity of any Participant or any information relating to a Participant’s interest in any loans orother obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connectionwith a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes.

(iii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or Section 2.17 than theapplicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to theextent that a Participant’s right to a greater payment results from a Change in Law after the Participant becomes a Participant.

Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign asecurity interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledgeor assignment to secure obligations to a Federal Reserve Bank or other “central” bank, and this Section shall not apply to anysuch pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release aLender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(d) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no suchassignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to theassignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distributionthereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or othercompensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro ratashare of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee andassignor hereby irrevocably consent), to (i) pay and satisfy in

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full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (andinterest accrued thereon) and (ii) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Lettersof Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that anyassignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law withoutcompliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender forall purposes of this Agreement until such compliance occurs.

(e) Assignments of Term Loans to an Affiliated Lender shall be subject to the following additional limitations:

(i) Affiliated Lenders will not (A) receive information provided solely to Lenders by the AdministrativeAgent, any Arranger or any Lender and will not be permitted to attend or participate in meetings attended solely by theLenders, the Administrative Agent and the Arrangers, other than the right to receives notices or Borrowings, notices ofprepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant toArticle II and (B) be entitled to receive advice of counsel to the Lenders or the Administrative Agent or challenge theLenders’ attorney-client privilege;

(ii) for purposes of any amendment, waiver or modification of any Loan Document (including suchmodifications pursuant to Section 9.02), or, subject to Section 9.02(f), any plan of reorganization pursuant to the U.S.Bankruptcy Code, that in either case does not require the consent of each Lender or each affected Lender or does notadversely affect such Affiliated Lender in any material respect as compared to other Lenders, Affiliated Lenders will bedeemed to have voted in the same proportion as the Lenders that are not Affiliated Lenders voting on such matter; andeach Affiliated Lender hereby acknowledges, agrees and consents that if, for any reason, its vote to accept or reject anyplan pursuant to the U.S. Bankruptcy Code is not deemed to have been so voted, then such vote will be (A) deemed notto be in good faith and (B) “designated” pursuant to Section 1126(e) of the U.S. Bankruptcy Code such that the vote isnot counted in determining whether the applicable class has accepted or rejected such plan in accordance withSection 1126(c) of the U.S. Bankruptcy Code; provided that Affiliated Debt Funds will not be subject to such votinglimitations and will be entitled to vote as any other Lender;

(iii) Affiliated Lenders may not purchase Revolving Loans or acquire Revolving Commitments byassignment pursuant to this Section;

(iv) the aggregate principal amount of Term Loans purchased by assignment pursuant to this Section 9.04and held at any one time by Affiliated Lenders may not exceed 25% of the principal amount of all Term Loansoutstanding at the time of each such purchase; and

(v) Affiliated Lenders other than Affiliated Debt Funds will not be permitted to vote on matters requiringa Required Lender vote, and the Term Loans held by Affiliated Lenders shall be disregarded in determining (A) otherLenders’ commitment percentages or (B) matters submitted to Lenders for consideration that do not require the consentof each Lender or each affected Lender or do not adversely affect such Affiliated Lender in any material respect ascompared to other Lenders that are not Affiliated Lenders; provided that the commitments of any Affiliated Lender shallnot be increased, the Interest Payment Dates and the dates of any scheduled amortization payments (including atmaturity) owed to any Affiliated Lender

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hereunder will not be extended and the amounts owning to any Affiliated Lender hereunder will not be reduced withoutthe consent of such Affiliated Lender.

(f) Notwithstanding anything in Section 9.02 or the definition of “Required Lenders” to the contrary, for purposesof determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver,consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom,(ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or anyLender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Term Loansand Commitments held by Affiliated Debt Funds may not account for more than 49.9% of the Term Loans and Commitments ofconsenting Lenders included in determining whether the Required Lenders have consented to any action pursuant to Section 9.02.

(g) Each Lender participating in any assignment to Affiliated Lenders or accepting any Discounted Term LoanPrepayment acknowledges and agrees that in connection with such assignment or prepayment, (i) the Affiliated Lenders then mayhave, and later may come into possession of, Excluded Information, and that no Affiliated Lender is representing or warrantingthat it is not in possession of any Excluded Information, (ii) such Lender has independently and, without reliance on the AffiliatedLenders or any of their subsidiaries, Holdings, the Borrower or any of their subsidiaries, the Administrative Agent or any otherAgent Parties, has made its own analysis and determination to participate in such assignment or to accept such prepaymentnotwithstanding such Lender’s lack of knowledge of the Excluded Information, (iii) none of the Affiliated Lenders or any of theirsubsidiaries, Holdings, the Borrower or their respective subsidiaries, the Administrative Agent or any other Agent Party shallhave any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims suchLender may have against the Affiliated Lenders and any of their subsidiaries, Holdings, the Borrower and their respectivesubsidiaries, the Administrative Agent and any other Agent Parties, under applicable laws or otherwise, with respect to thenondisclosure of the Excluded Information and (iv) that the Excluded Information may not be available to the AdministrativeAgent or the other Lenders.

Section 9.05 Survival . All covenants, agreements, representations and warranties made by the Loan Parties in theLoan Documents and in the certificates or other instruments delivered in connection with or pursuant to any Loan Document shallbe considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the LoanDocuments and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any suchother party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have hadnotice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shallcontinue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amountpayable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitmentshave not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain infull force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, theexpiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provisionhereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, in the event that, in connectionwith the refinancing or repayment in full of the credit facilities provided for herein, an Issuing Bank shall have provided to theAdministrative Agent a written consent to the release of the Revolving Lenders from their obligations hereunder with respect toany Letter of Credit issued by such Issuing Bank (whether as a result of the obligations of the Borrower (and any other accountparty) in respect of such Letter of Credit having been collateralized in full by a deposit of cash with such Issuing Bank or beingsupported by a letter of credit that names such Issuing Bank as the beneficiary thereunder, or otherwise), then from and after suchtime

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such Letter of Credit shall cease to be a “Letter of Credit” outstanding hereunder for all purposes of this Agreement and the otherLoan Documents, and the Revolving Lenders shall be deemed to have no participations in such Letter of Credit, and noobligations with respect thereto, under Section 2.05(e) or (g).

Section 9.06 Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and bydifferent parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken togethershall constitute a single contract. This Agreement, the other Loan Documents, the Fee Letters and any separate letter agreementswith respect to fees payable to the Administrative Agent or the Arrangers or the arrangement and syndication of the Loans andCommitments constitute the entire contract among the parties relating to the subject matter hereof and supersede any and allprevious agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01,this Agreement shall become effective when it shall have been executed by the Administrative Agent and when theAdministrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the otherparties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successorsand assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic meansshall be effective as delivery of a manually executed counterpart of this Agreement.

Section 9.07 Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability withoutaffecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision ina particular jurisdiction shall not invalidate such provision in any other jurisdiction. Without limiting the foregoing provisions ofthis Section 9.07, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lendersshall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, any Issuing Bank or theSwingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

Section 9.08 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender, eachIssuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extentpermitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatevercurrency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, any such Issuing Bankor any such Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower thendue and owing under this Agreement held by such Lender or Issuing Bank, irrespective of whether or not such Lender or IssuingBank shall have made any demand under this Agreement and although (a) such obligations may be contingent or unmatured and(b) such obligations are owed to a branch or office of such Lender or Issuing Bank different from the branch or office holdingsuch deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any suchright of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application inaccordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender fromits other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (ii) the Defaulting Lendershall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing tosuch Defaulting Lender as to which it exercised such right of setoff. The applicable Lender and applicable Issuing Bank shallnotify the Borrower and the Administrative Agent of such setoff and application; provided that any failure to give or any delay ingiving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender,each Issuing

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Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights ofsetoff) that such Lender, such Issuing Bank and their respective Affiliates may have.

Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusivejurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court ofthe Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relatingto any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably andunconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New YorkState or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any suchaction or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any othermanner provided by law. Nothing in any Loan Document shall affect any right that the Administrative Agent, any Issuing Bankor any Lender may otherwise have to bring any action or proceeding relating to any Loan Document against any Loan Party ortheir respective properties in the courts of any jurisdiction.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally andeffectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arisingout of or relating to any Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties heretohereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance ofsuch action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices inSection 9.01. Nothing in any Loan Document will affect the right of any party to this Agreement to serve process in any othermanner permitted by law.

Section 9.10 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGALPROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THETRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHERTHEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANYOTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, INTHE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT ITAND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONGOTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.11 Headings . Article and Section headings and the Table of Contents used herein are for convenience ofreference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration ininterpreting, this Agreement.

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Section 9.12 Confidentiality .

(a) Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality ofthe Information (as defined below), except that Information may be disclosed (i) to its Affiliates, and to its and its Affiliates’directors, officers, employees, trustees and agents, including accountants, legal counsel and other agents and advisors (it beingunderstood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information andinstructed to keep such Information confidential and any failure of such Persons acting on behalf of the Administrative Agent,any Issuing Bank or the relevant Lender to comply with this Section shall constitute a breach of this Section by theAdministrative Agent, such Issuing Bank or the relevant Lender, as applicable), (ii) to the extent requested by any regulatoryauthority or self-regulatory authority, required by applicable law or by any subpoena or similar legal process; provided that solelyto the extent permitted by law and other than in connection with ordinary course audits and reviews by regulatory and self-regulatory authorities, each Lender and the Administrative Agent shall notify the Borrower as promptly as practicable of any suchrequested or required disclosure in connection with any legal or regulatory proceeding; provided further that in no event shall anyLender or the Administrative Agent be obligated or required to return any materials furnished by Holdings, the Borrower or anySubsidiary of Holdings, (iii) to any other party to this Agreement, (iv) in connection with the exercise of any remedies hereunderor any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (v) for purposes ofestablishing a “due diligence” defense, (vi) to (A) any assignee of or Participant in, or any prospective assignee of or Participantin, any of its rights or obligations under this Agreement, (B) any actual or prospective counterparty (or its advisors) to any SwapAgreement or derivative transaction relating to any Loan Party or its Subsidiaries and its obligations under the Loan Documentsor (C) any pledgee referred to in Section 9.04(c); provided that, in each case pursuant to this clause (vi), such assignee,Participant, counterparty or pledgee are advised of and agree to be bound by either the provisions of this Section 9.12(a) orotherwise reasonably acceptable to the Administrative Agent or the applicable Lender, as the case may be, and the Borrower,including pursuant to the confidentiality terms set forth in the Confidential Information Memorandum dated as of October 26,2016 or other marketing materials relating to the credit facilities governed by this Agreement, (vii) if required by any ratingagency; provided that prior to any such disclosure, such rating agency shall have agreed in writing to maintain the confidentialityof such Information, (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of thisSection or (B) becomes available to the Administrative Agent, any Issuing Bank, any Lender or any of their respective Affiliateson a nonconfidential basis from a source other than Holdings or the Borrower or (ix) to the extent necessary or customary forinclusion in league table measurement. In addition, the Administrative Agent and each Lender may disclose the existence of thisAgreement and the information about this Agreement to market data collectors, similar services providers to the lending industry,and service providers to, the Administrative Agent and the Lenders in connection with the administration and management of thisAgreement and the other Loan Documents. For the purposes hereof, “ Information ” means all information received fromHoldings or the Borrower relating to Holdings, the Borrower, any other Subsidiary or their business, other than any suchinformation that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior todisclosure by Holdings, the Borrower or any Subsidiary; provided that, in the case of information received from Holdings, theBorrower or any Subsidiary after the Effective Date, such information is clearly identified at the time of delivery asconfidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered tohave complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality ofsuch Information as such Person would accord to its own confidential information.

(b) EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN SECTION 9.12(a))FURNISHED TO IT PURSUANT TO THIS AGREEMENT AND NOT MARKED

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“PUBLIC” MAY INCLUDE PRIVATE-SIDE INFORMATION CONCERNING CWH, HOLDINGS, THE BORROWER, ANYOF THEIR SUBSIDIARIES OR ANY OF THEIR RESPECTIVE SECURITIES AND CONFIRMS THAT IT HASDEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF PRIVATE-SIDE INFORMATION AND THAT ITWILL HANDLE SUCH PRIVATE-SIDE INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES ANDAPPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS FURNISHEDBY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OFADMINISTERING, THIS AGREEMENT, WILL BE SYNDICATE-LEVEL INFORMATION, WHICH, IF NOT MARKED“PUBLIC”, MAY CONTAIN PRIVATE-SIDE INFORMATION ABOUT CWH, HOLDINGS, THE BORROWER, ANY OFTHEIR SUBSIDIARIES OR ANY OF THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDERREPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITSADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THATMAY CONTAIN PRIVATE-SIDE INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES ANDAPPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

Section 9.13 USA Patriot Act . Each Lender that is subject to the USA Patriot Act, each Issuing Bank, theSwingline Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notify the Borrower and eachother Loan Party that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record informationthat identifies each Loan Party, which information includes the name and address of each Loan Party and other information thatwill allow such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent, as applicable, to identify eachLoan Party in accordance with the USA Patriot Act.

Section 9.14 Judgment Currency .

(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in onecurrency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate ofexchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currencycould be purchased with such other currency on the Business Day immediately preceding the day on which final judgment isgiven.

(b) The obligations of the Borrower in respect of any sum due to any party hereto or any holder of any obligationowing hereunder (the “ Applicable Creditor ”) shall, notwithstanding any judgment in a currency (the “ Judgment Currency ”)other than the currency in which such sum is stated to be due hereunder (the “ Agreement Currency ”), be discharged only to theextent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the JudgmentCurrency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase theAgreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sumoriginally due to the Applicable Creditor in the Agreement Currency, the Borrower agrees, as a separate obligation andnotwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Borrowerunder this Section shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

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Section 9.15 Release of Liens and Guarantees .

(a) A Subsidiary Loan Party shall automatically be released from its obligations under the Loan Documents, andall security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automaticallyreleased, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Partyceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to suchtransaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party(other than to Holdings, the Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under thisAgreement, or upon the effectiveness of any written consent to the release of the security interest created under any SecurityDocument in any Collateral or the release of Holdings or any Subsidiary Loan Party from its Guarantee under the GuaranteeAgreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guaranteeshall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Loan DocumentObligations (other than contingent indemnification obligations not yet due) and the expiration or termination of all Letters ofCredit (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05), all Guaranteesunder the Loan Documents and all security interests created by the Security Documents shall be automatically released. Anysuch release of Guarantees and security interests shall be deemed subject to the provision that such Guarantees and securityinterests shall be reinstated if after such release any portion of any payment in respect of the Loan Document Obligationsguaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution,liquidation or reorganization of the Borrower or any other Loan Party, or upon or as a result of the appointment of a receiver,intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Loan Party or any substantial part of itsproperty, or otherwise, all as though such payment had not been made. In connection with any termination or release pursuant tothis Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documentsthat such Loan Party shall reasonably request to evidence such termination or release so long as the Borrower or applicable LoanParty shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonablyrequest in order to demonstrate compliance with this Agreement and the other Loan Documents.

(b) The Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Partysuch documents as such Loan Party may reasonably request to subordinate the Administrative Agent’s Lien on any propertygranted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that ispermitted by Section 6.02(iv).

(c) Each of the Lenders and the Issuing Banks irrevocably authorizes the Administrative Agent to provide anyrelease or evidence of release, termination or subordination contemplated by this Section. Upon request by the AdministrativeAgent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate itsinterest in particular types or items of property, or to release any Loan Party from its obligations under any Loan Document, ineach case in accordance with the terms of the Loan Document and this Section.

Section 9.16 No Advisory or Fiduciary Responsibility . In connection with all aspects of each transactioncontemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other LoanDocument), each of the Borrower and Holdings acknowledges and agrees that (a) (i) the arranging and other services regardingthis Agreement provided by the Administrative Agent, the Syndication Agent, the Documentation Agent, the Issuing Banks, theSwingline Lenders, the Lenders and the Arrangers are arm’s-length commercial transactions between the

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Borrower, Holdings and their respective Affiliates, on the one hand, and the Administrative Agent, the Syndication Agent, theDocumentation Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the Arrangers, on the other hand, (ii) each ofthe Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemedappropriate, and (iii) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risksand conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the AdministrativeAgent, the Syndication Agent, the Documentation Agent, the Issuing Banks, the Swingline Lenders, the Lenders and theArrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has notbeen, is not and will not be acting as an advisor, agent or fiduciary for the Borrower, Holdings, any of their respective Affiliatesor any other Person and (ii) none of the Administrative Agent, the Syndication Agent, the Documentation Agent, the IssuingBanks, the Swingline Lenders, the Lenders and the Arrangers has any obligation to the Borrower, Holdings or any of theirrespective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein andin the other Loan Documents; and (c) the Administrative Agent, the Syndication Agent, the Documentation Agent, the IssuingBanks, the Swingline Lenders, the Lenders and the Arrangers and their respective Affiliates may be engaged, for their accounts orthe accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower, Holdingsand their respective Affiliates, and none of the Administrative Agent, the Syndication Agent, the Documentation Agent, theIssuing Banks, the Swingline Lenders, the Lenders and the Arrangers has any obligation to disclose any of such interests to theBorrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower andHoldings hereby agrees it will not claim that the Administrative Agent, the Syndication Agent, the Documentation Agent, theLenders or any Arranger has rendered advisory services of any nature or owes a fiduciary or similar duty to it in connection withthe Transactions and waives and releases any claims that it may have against the Administrative Agent, the Syndication Agent,the Documentation Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the Arrangers with respect to any breach oralleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 9.17 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document,the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interestpermitted by applicable law (the “ Maximum Rate ”). If the Administrative Agent or any Lender shall receive interest in anamount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds suchunpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged or received by theAdministrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law,(a) characterize any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntaryprepayments and the effects thereof, and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount ofinterest throughout the contemplated term of the obligations hereunder.

Section 9.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anythingto the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, eachparty hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extentsuch liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agreesand consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any suchliabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

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(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership insuch EEA Financial Institution, its parent entity or a bridge institution that may be issued to it or otherwise conferred onit, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to anysuch liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down andconversion powers of any EEA Resolution Authority.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respectiveauthorized officers as of the day and year first above written.

CWGS GROUP, LLC, as the Borrower By: /s/ Marcus Lemonis Name: Marcus Lemonis Title: Chief Executive Officer CWGS ENTERPRISES, LLC, as Holdings By: /s/ Marcus Lemonis Name: Marcus Lemonis Title: Chief Executive Officer GOLDMAN SACHS BANK USA, as Administrative Agent,

a Lender and Swingline Lender By: /s/ Gabriel Jacobson Name: Gabriel Jacobson Title: Authorized Signatory JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Robert P. Kellas Name: Robert P. Kellas Title: Executive Director

[Signature Page to Credit Agreement]

Exhibit 31.1

Exhibit 31.1

CERTIFICATIONS

I, Marcus A. Lemonis, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Camping World Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich this report is being prepared; (b) [Omitted] (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurredduring the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materially affect, the registrant's internal controlover financial reporting; and;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (orpersons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significantrole in the registrant's internal control over financial reporting.

 

 

 

Date: November 10, 2016 By: /s/ Marcus A. Lemonis Marcus A. Lemonis Chairman and Chief Executive Officer (Principal Executive Officer) 

Exhibit 31.2

Exhibit 31.2

CERTIFICATIONS I, Thomas F. Wolfe, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Camping World Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich this report is being prepared; (b) [Omitted] (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurredduring the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materially affect, the registrant's internal controlover financial reporting; and;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (orpersons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significantrole in the registrant's internal control over financial reporting.

 

   

Date: November 10, 2016 By: /s/ Thomas F. Wolfe Thomas F. Wolfe Chief Financial Officer and Secretary (Principal Financial Officer) 

Exhibit 32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Camping World Holdings, Inc. (the“Company”) for the period ended September 30, 2016, as filed with the U.S. Securities and ExchangeCommission on the date hereof (the “Report”), I, Marcus A. Lemonis, Chairman and Chief Executive Officer ofthe Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange

Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial

condition and results of operations of the Company. Date: November 10, 2016 By: /s/ Marcus A. Lemonis Marcus A. Lemonis Chairman and Chief Executive Officer (Principal Executive Officer) 

Exhibit 32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Camping World Holdings, Inc. (the “Company”) forthe period ended September 30, 2016, as filed with the U.S. Securities and Exchange Commission on the date hereof(the “Report”), I, Thomas F. Wolfe, Chief Financial Officer and Secretary of the Company, hereby certify, pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to myknowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and

results of operations of the Company.

Date: November 10, 2016 By: /s/ Thomas F. Wolfe Thomas F. Wolfe Chief Financial Officer and Secretary (Principal Financial Officer)