executed-bns_lithiaxsynd






EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  CREDIT AGREEMENT  Made as of June 3rd, 2022  Among  LITHIA MASTER LP COMPANY, LP  together with certain of its subsidiaries as may become Borrowers from time to time  (the “Borrowers”)  and  LITHIA MASTER GP COMPANY, INC.  together with the other General Partners of the Borrowers from time to time, as Obligors  and  THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANADA, BANK OF  MONTREAL, THE TORONTO-DOMINION BANK, VW CREDIT CANADA, INC. and  BMW GROUP FINANCIAL SERVICES, A DIVISION OF BMW CANADA INC.  and such other persons as become parties hereto as lenders  (the “Lenders”)  and  THE BANK OF NOVA SCOTIA  in its capacity as Administrative Agent  (the “Administrative Agent”)  and  THE BANK OF NOVA SCOTIA  in its capacity as Sole Lead Arranger and Sole Bookrunner  and  THE BANK OF NOVA SCOTIA  in its capacity as Syndication Agent  CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY <*>, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL 





 






  EXECUTION COPY     (i) CREDIT AGREEMENT    TABLE OF CONTENTS  ARTICLE 1 – INTERPRETATION ............................................................................................... 2  Section 1.1 Certain Defined Terms ............................................................................................. 2  Section 1.2 Terms Generally ..................................................................................................... 39  Section 1.3 Business Day .......................................................................................................... 39  Section 1.4 Conflict ................................................................................................................... 39  Section 1.5 Currency ................................................................................................................. 39  Section 1.6 Time ....................................................................................................................... 39  Section 1.7 Accounting Principles and Terms .......................................................................... 39  Section 1.8 Officer’s Certificate................................................................................................ 40  Section 1.9 Headings and Table of Contents ............................................................................ 40  Section 1.10 Time of Day ......................................................................................................... 40  Section 1.11 Governing Law ..................................................................................................... 41  Section 1.12 Severability........................................................................................................... 41  Section 1.13 Schedules .............................................................................................................. 41  ARTICLE 2 - THE CREDIT FACILITIES .................................................................................. 42  Section 2.1 Revolving Facility .................................................................................................. 42  Section 2.2 Wholesale Flooring Facility ................................................................................... 45  Section 2.3 Used Vehicle Flooring Facility .............................................................................. 48  Section 2.4 Wholesale Leasing Facility .................................................................................... 49  Section 2.5 Daily Rental Facility .............................................................................................. 50  Section 2.6 Accordion Feature .................................................................................................. 51  Section 2.7 Reallocation of Commitments ................................................................................ 52  Section 2.8 Obligations of the Lenders and the Administrative Agent ..................................... 54  ARTICLE 3 - BORROWING PROCEDURES ............................................................................ 54  Section 3.1 General ................................................................................................................... 54  Section 3.2 CDOR Loans .......................................................................................................... 56  Section 3.3 Letters of Credit ..................................................................................................... 57  Section 3.4 Conversion Option ................................................................................................. 63  Section 3.5 Conversion and Rollover Not Repayment ............................................................. 64  Section 3.6 Determination Final ............................................................................................... 64  Section 3.7 Mandatory Conversion ........................................................................................... 64  Section 3.8 Deposit of Proceeds of Loans................................................................................. 64  Section 3.9 Administrative Agent May Debit Accounts ........................................................... 64  Section 3.10 Evidence of Obligations ....................................................................................... 65  





 






  EXECUTION COPY     (ii) CREDIT AGREEMENT    Section 3.11 Borrowers’ Right to Rely on Administrative Agent ............................................ 65  ARTICLE 4 - INTEREST, FEES AND EXPENSES ................................................................... 65  Section 4.1 Interest on Prime Loans.......................................................................................... 65  Section 4.2 CDOR Loans .......................................................................................................... 65  Section 4.3 Pricing Grid ............................................................................................................ 66  Section 4.4 Standby Fees .......................................................................................................... 67  Section 4.5 Agent Fees .............................................................................................................. 67  Section 4.6 Supplemental Fee Letter......................................................................................... 67  Section 4.7 Interest on Overdue Amounts ................................................................................ 67  Section 4.8 Interest Act ............................................................................................................. 68  Section 4.9 Limit on Rate of Interest ........................................................................................ 68  Section 4.10 Increased Costs ..................................................................................................... 68  Section 4.11 Taxes .................................................................................................................... 70  Section 4.12 Mitigation Obligations: Replacement of Lenders ................................................ 72  Section 4.13 Illegality ............................................................................................................... 74  ARTICLE 5 – REDUCTION AND REPAYMENT .................................................................... 74  Section 5.1 Term and Maturity ................................................................................................. 74  Section 5.2 Extension of Termination Date .............................................................................. 74  Section 5.3 Repayment Terms – Final Maturity Date ............................................................... 77  Section 5.4 Mandatory Repayment ........................................................................................... 77  Section 5.5 Mandatory Prepayment .......................................................................................... 77  Section 5.6 Voluntary Prepayment............................................................................................ 78  Section 5.7 Bulk Prepayments under Wholesale Flooring Facility .......................................... 78  Section 5.8 Cancellation; Commitment Reductions ................................................................. 79  ARTICLE 6 - PAYMENTS .......................................................................................................... 79  Section 6.1 Payments Generally................................................................................................ 79  Section 6.2 No Setoff ................................................................................................................ 79  Section 6.3 Application of Payments After Exercise of Rights Under Section 11.2 ................ 80  ARTICLE 7 – SECURITY DOCUMENTS ................................................................................. 80  Section 7.1 Security Documents ............................................................................................... 80  ARTICLE 8 - CONDITIONS PRECEDENT ............................................................................... 81  Section 8.1 Conditions Precedent to Borrowings ..................................................................... 81  Section 8.2 Conditions Precedent to All Borrowings ............................................................... 83  Section 8.3 Waiver of a Condition Precedent ........................................................................... 84  ARTICLE 9 – REPRESENTATIONS AND WARRANTIES ..................................................... 84  Section 9.1 Representations and Warranties ............................................................................. 84  





 






  EXECUTION COPY     (iii) CREDIT AGREEMENT    Section 9.2 Deemed Repetition ................................................................................................. 88  ARTICLE 10 – COVENANTS .................................................................................................... 88  Section 10.1 Affirmative Covenants of the Borrowers ............................................................. 88  Section 10.2 Negative Covenants of the Borrowers ................................................................. 92  Section 10.3 Financial Covenants ............................................................................................. 94  Section 10.4 Accounting, Financial Statements and Other Information ................................... 95  ARTICLE 11 – DEFAULT, ENFORCEMENT & ACCELERATION ....................................... 97  Section 11.1 Events of Default .................................................................................................. 97  Section 11.2 Rights upon Default and Event of Default ......................................................... 100  Section 11.3 Demand .............................................................................................................. 101  Section 11.4 Waiver of Default ............................................................................................... 101  ARTICLE 12 – REMEDIES ....................................................................................................... 101  Section 12.1 Remedies Cumulative ........................................................................................ 101  Section 12.2 Remedies Not Limited ....................................................................................... 102  Section 12.3 Sharing of Payments by Lenders ........................................................................ 102  Section 12.4 Right of Setoff .................................................................................................... 103  Section 12.5 Administrative Agent or Lender May Perform Covenants ................................ 103  Section 12.6 Decision to Enforce Security Documents .......................................................... 104  ARTICLE 13 – THE ADMINISTRATIVE AGENT AND THE LENDERS ............................ 104  Section 13.1 Appointment and Authority ............................................................................... 104  Section 13.2 Rights as a Lender .............................................................................................. 104  Section 13.3 Exculpatory Provisions ...................................................................................... 105  Section 13.4 Reliance by Administrative Agent ..................................................................... 106  Section 13.5 Indemnification of Administrative Agent .......................................................... 106  Section 13.6 Delegation of Duties........................................................................................... 106  Section 13.7 Replacement of Administrative Agent ............................................................... 107  Section 13.8 Non-Reliance on Administrative Agent and Other Lenders .............................. 107  Section 13.9 Collective Action of the Lenders ....................................................................... 108  Section 13.10 No Other Duties, etc. ........................................................................................ 108  Section 13.11 Administrative Agent’s Clawback ................................................................... 109  Section 13.12 Erroneous Payments ......................................................................................... 109  Section 13.13 Arrangements for Borrowings .......................................................................... 112  Section 13.14 Arrangements for Repayment of Borrowings .................................................. 112  Section 13.15 No Partnership .................................................................................................. 112  Section 13.16 Administrative Agent May Deal With Collateral ............................................ 112  Section 13.17 Indemnity of Administrative Agent ................................................................. 113  





 






  EXECUTION COPY     (iv) CREDIT AGREEMENT    ARTICLE 14 - SUCCESSORS AND ASSIGNS ....................................................................... 113  Section 14.1 Successors and Assigns Generally ..................................................................... 113  Section 14.2 Assignments by Lenders .................................................................................... 113  Section 14.3 Register............................................................................................................... 115  Section 14.4 Participations ...................................................................................................... 115  Section 14.5 Limitations Upon Participant Rights .................................................................. 115  Section 14.6 Certain Pledges ................................................................................................... 115  ARTICLE 15 – MISCELLANEOUS ......................................................................................... 116  Section 15.1 Amendments, Waivers, etc................................................................................. 116  Section 15.2 Waivers Effective in Specific Instance .............................................................. 117  Section 15.3 No Deemed Subordination ................................................................................. 118  Section 15.4 Notices: Effectiveness; Electronic Communication ........................................... 118  Section 15.5 Further Assurances ............................................................................................. 119  Section 15.6 Judgment Currency ............................................................................................ 119  Section 15.7 Exercise of Rights, etc. ....................................................................................... 119  Section 15.8 Expenses: Indemnity: Damage Waiver .............................................................. 119  Section 15.9 Submission to Jurisdiction ................................................................................. 121  Section 15.10 WAIVER OF JURY TRIAL ............................................................................ 121  Section 15.11 Counterparts ..................................................................................................... 122  Section 15.12 Treatment of Certain Information: Confidentiality .......................................... 122    Schedule 1.1(1) – Accordion Agreement  Schedule 1.1(14) – Applicable Percentage  Schedule 1.1(16) – Assignment and Assumption  Schedule 1.1(24) – Branch of Account  Schedule 1.1(43) – Commitments  Schedule 1.1(46) – Compliance Certificate  Schedule 1.1(59) – Daily Rental Borrowing Base Certificate  Schedule 1.1(126) – Joinder Agreement  Schedule 1.1(163) – Officer’s Certificate  Schedule 1.1(186) – Revolving Borrowers  Schedule 1.1(188) – Revolving Borrowing Base Certificate  Schedule 1.1(215) – Used Vehicle Flooring Borrowing Base Certificate  Schedule 1.1(222) – Wholesale Flooring Borrowers  Schedule 1.1(232) – Wholesale Leasing Borrowing Base Certificate  Schedule 3.1(1)(a) – Notice of Requested Borrowing  





 






  EXECUTION COPY     (v) CREDIT AGREEMENT    Schedule 3.3(3)(b) – Letter of Credit Extension Request  Schedule 3.3(11) – Existing L/Cs  Schedule 3.4 – Conversion Option Notice  Schedule 5.6 – Notice of Repayment  Schedule 5.8 – Notice of Cancellation of Credit Facility  Schedule 9.1(8) – Owned Property  Schedule 9.1(9) – Real Property Leases  Schedule 9.1(11) – Location of Assets, Places of Business  Schedule 9.1(17) – Canadian Benefit and Pension Plans  Schedule 9.1(18) – Labour Matters  Schedule 9.1(20) – Corporate Organization      





 






  EXECUTION COPY      CREDIT AGREEMENT      CREDIT AGREEMENT  This Agreement is made as of June 3rd, 2022, among  LITHIA MASTER LP COMPANY, LP  together with certain of its subsidiaries as may become Borrowers  from time to time (the “Borrowers”)  and  LITHIA MASTER GP COMPANY, INC.  together with the other General Partners of the Borrowers from  time to time, as Obligors  and  THE BANK OF NOVA SCOTIA, ROYAL BANK OF  CANADA, BANK OF MONTREAL, THE TORONTO- DOMINION BANK, VW CREDIT CANADA, INC. and BMW  GROUP FINANCIAL SERVICES, A DIVISION OF BMW  CANADA INC.  and such other persons as become parties hereto as lenders (the  “Lenders”)  and  THE BANK OF NOVA SCOTIA  in its capacity as Administrative Agent (the “Administrative  Agent”)  and  THE BANK OF NOVA SCOTIA  in its capacity as Sole Lead Arranger and Sole Bookrunner  and  THE BANK OF NOVA SCOTIA  in its capacity as Syndication Agent  RECITALS  FOR VALUE RECEIVED, the parties agree as follows:  A. The Borrowers have requested that the Lenders make the Credit Facilities available.  B. Each Lender is prepared to make Borrowings available to the Borrowers, subject to the terms  and conditions of this Agreement.  





 






 - 2 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT      ARTICLE 1 – INTERPRETATION  Section 1.1 Certain Defined Terms  The terms defined below shall have the indicated meanings unless the context expressly  or by necessary implication requires otherwise:  (1) “Accordion Agreement” means an agreement in the form of Schedule 1.1(1) (or in such  other form to substantially similar effect as the Administrative Agent may accept) duly  completed, executed and delivered by the Borrowers, an Accordion Lender, and the  Administrative Agent pursuant to Section 2.6.  (2) “Accordion Lender” means a Lender that has agreed to accept an increase to such  Lender’s Applicable Percentage of the Revolving Limit, the Wholesale Flooring Facility Limit,  the Used Vehicle Flooring Facility Limit, the Wholesale Leasing Limit and/or the Daily Rental  Limit, as applicable, pursuant to and in accordance with Section 2.6(b).  (3) “Accordion Notice” has the meaning given to it in Section 2.6(a).  (4) “Acquisition” means the following:  (a) with respect to any Person that is a Designated Subsidiary, the acquisition  (whether for cash, property, services, securities or otherwise) of any businesses  within the retail automotive and/or recreational vehicle sectors, automotive,  recreational vehicle leasing and finance sectors, any dealerships, any automotive  body shops, any automotive and/or recreational vehicle service shops, and in each  case any ancillary businesses related thereto, in each case, located within Canada  or the United States of America or any agreements to make such acquisition.  (b) with respect to any Person that is a Non-Designated Subsidiary, the acquisition  (whether for cash, property, services, securities or otherwise) of any businesses  within the retail automotive and/or recreational vehicle sectors, equipment  (including heavy and agricultural equipment) sales and service sector, automotive,  equipment and recreational vehicle leasing and finance sectors, any dealerships,  any automotive body shops, any automotive and/or recreational vehicle service  shops, any motor vehicle registry services, and in each case any ancillary  businesses related thereto, in each case, located within Canada or the United  States of America or any agreements to make such acquisition.  (5) “Administrative Agent” means The Bank of Nova Scotia when acting as administrative  agent and any successor administrative agent appointed under Section 13.7.  (6) “Administrative Agent’s Account for Payments” means for all payments for and by  the Borrowers, the following account maintained by the Administrative Agent at its Toronto  main branch, to which payments and transfers are to be effected as follows:     





 






- 3 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Item  Clearing Agent /  Payment To  Address  ABA No./ Swift  Beneficiary / For  Account Of  Address / Branch  Account No.  Reference  Attention  Canadian Dollars  The Bank of Nova Scotia, International Banking  Division  <*> NOSCCATT  The Bank of Nova Scotia,  GWS Loan Administration & Agency Services  720 King Street West, 2nd Floor, Toronto,  Ontario, M5V 2T3  <*> Lithia  Toronto Corporate Loans  or any other account of the Administrative Agent as the Administrative Agent may from  time to time advise the Borrowers and the Lenders in writing.  (7) “Administrative Agent’s Branch of Account” means the office of the Administrative Agent located at: The Bank of Nova Scotia  <*> Attn: Senior Manager  Email: <*> or other office or branch of the Administrative Agent in Canada as the Administrative  Agent may from time to time advise Master Borrower and the Lenders in writing.  (8) “Administrative Questionnaire” means an administrative questionnaire supplied by the Administrative Agent. (9) “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. (10) “Agreed Currency” has the meaning given to it in Section 15.6. 





 






- 4 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (11) “Agreement” means this agreement, including the Schedules hereto, as amended, varied, supplemented, restated, renewed or replaced at any time and from time to time. (12) “Applicable Law” means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise); (b) any judgment, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline or directive; or (d) any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any Governmental Authority, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of such Person, in each case whether or not having the force of law. (13) “Applicable Margin” shall have the meaning given to it in Section 4.3. (14) “Applicable Percentage” means for any Lender the percentage of each Credit Facility set forth opposite each Lender’s name in Schedule 1.1(14) .  If any Credit Facility has terminated or expired, the Applicable Percentages shall be the percentage of the total outstanding Loans represented by such Lender’s Loans for such Facility. (15) “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. (16) “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee and accepted by the Administrative Agent, in substantially the form of Schedule 1.1(16) or any other form approved by the Administrative Agent. (17) “Associate” has the meaning given to it in the Canada Business Corporations Act. (18) “Bankruptcy Event” means, with respect to any Person, such Person files a petition or application seeking relief under any Insolvency Law or becomes the subject of a bankruptcy or insolvency proceeding, or has had an interim receiver, receiver, receiver and manager, liquidator, sequestrator, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within Canada or the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality), to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. (19) “BNS” means The Bank of Nova Scotia. (20) “BNS Credit Agreement” means the commitment letter dated August 30, 2021 among, inter alios, BNS, Master Borrower and certain Subsidiaries of Master Borrower, as amended, varied, supplemented, restated, renewed or replaced at any time and from time to time up to the Closing Date. 





 






- 5 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (21) “Borrowers” means Master Borrower and each of its Subsidiaries signatory hereto, or as may become Borrowers by the execution and delivery to the Administrative Agent of a completed Joinder Agreement, or a singular Borrower where the context requires, and shall mean all Borrowers jointly and severally. (22) “Borrowers’ Account” means an account or accounts of the Borrowers (or any of them) maintained with the Administrative Agent in Canada. (23) “Borrowing” means an extension of credit under this Agreement, by way of Loan or Letter of Credit. (24) “Branch of Account” means, with respect to each Lender, the branch of the Lender at the address set out opposite the Lender’s name on Schedule 1.1(24) or other branch as the Lender may advise Master Borrower and the Administrative Agent in writing. (25) “Bulk Credit” has the meaning given to it in Section 5.7. (26) “Bulk Pre-Payment Cap” has the meaning given to it in Section 5.7. (27) “Bulk Prepayments” means a repayment program allowing a Wholesale Flooring Borrower to make lump sum payments from time to time in repayment of outstanding Loans under the Wholesale Flooring Facility (without allocating such repayment to specific Loans for New Motor Vehicles). (28) “Business Day” means a day on which chartered banks are open for over-the-counter business in Toronto and excludes Saturday, Sunday and any other day which is a statutory holiday in Toronto, Ontario, Canada. (29) “Canadian Black Book” means that publication that provides, inter alia, values for New Motor Vehicles and Used Motor Vehicles in Canada. (30) “Canadian Benefit Plans” means all material employee benefit plans or arrangements maintained or contributed to by any Obligor that are not Canadian Pension Plans, including all profit sharing, savings, supplemental retirement, retiring allowance, severance, pension, deferred compensation, welfare, bonus, incentive compensation, phantom stock, legal services, supplementary unemployment benefit plans or arrangements and all life, health, dental and disability plans and arrangements in which the employees or former employees of any Obligor participate or are eligible to participate but excluding all stock option or stock purchase plans. (31) “Canadian Dollars” and the symbols “$” and “Cdn$” each means lawful money of Canada. (32) “Canadian Pension Plans” means any pension plan required to be registered under the ITA and contributed to by an Obligor for its employees, contractors or former contractors, including a pension plan within the meaning of the Pension Benefits Act (Ontario) but does not include the Canada Pension Plan maintained by the Government of Canada or the Quebec Pension Plan maintained by the Government of Quebec. (33) “CAP Vehicle” means any New Motor Vehicle previously driven by manufacturer executives and representatives. 





 






- 6 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (34) “Capital Lease” means, with respect to a Person, any lease or other arrangement for the  use of property or assets that would be required to be accounted for as a capital lease on a balance  sheet of that Person in accordance with GAAP.  The amount of any Capital Lease at any date  shall be the amount of the obligation in respect thereof required to be included on the balance  sheet of the Person. (35) “Cash Equivalent Investments” means (a) securities issued or fully guaranteed by the  government of Canada, United States or any agency or instrumentality thereof, (b) commercial  paper rated A-1 or better by S&P or P-1 or better by Moody’s, (c) demand deposit accounts  maintained in the ordinary course of business, and (d) certificates of deposit issued by and time  deposits with commercial banks (whether domestic or foreign) having capital and surplus in  excess of $500,000,000, (e) shares of money market mutual funds that are rated at least “AAAm”  or “AAAG” by S&P or “P-1” or better by Moody’s, (f) Canadian Dollars or U.S. Dollars, and (g)  other cash equivalent investments approved in writing by the Administrative Agent. (36) “CDOR Loan” means a Loan in Canadian Dollars at the 30 day CDOR Rate plus the  Applicable Margin. (37) “CDOR Rate” means as of any day, the annual rate of interest, calculated on the basis of  a year of 365 days, which is the rate determined in normal market practice as being the arithmetic  average of the quotations of Schedule I Lenders listed in respect of Canadian Dollar denominated  bankers’ acceptances for the applicable period displayed and identified as such by Refinitiv  Benchmark Services (UK) Limited rounded upward to the nearest multiple of 0.01%; and in no  event less than zero, as of 10:00 a.m. Toronto time on such day and, if such day is not a Business  Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent  after 10:00 a.m. Toronto time to reflect any error in a posted rate of interest or in the posted  average annual rate of interest); and if such rates are not available from Refinitiv Benchmark  Services (UK) Limited on any particular day, then the CDOR Rate on that day shall be calculated  as the rate applicable to Canadian Dollar denominated bankers’ acceptances for the applicable  period quoted by the Administrative Agent as of 10:00 a.m. Toronto time on such day; or if such  day is not a Business Day, then as quoted by the Agent on the immediately preceding Business  Day. (38) “Change in Law” means the occurrence, after the date of this Agreement, of any of the  following: (a) the adoption or taking effect of any Applicable Law, (b) any change in any  Applicable Law or in the administration, interpretation or application thereof by any  Governmental Authority or (c) the making or issuance of any Applicable Law by any  Governmental Authority. (39) “Change of Control” means, at any time, (a) Master Borrower ceases to Control any of  the other Borrowers; and (b) LITHIA MOTORS, INC. ceases to own, directly or indirectly, at  least <*>% of the voting shares of Master Borrower. (40) “Claims” means all claims, demands, complaints, actions, suits, causes of action,  assessments or reassessments, charges, judgments, debts, liabilities, expenses, costs, damages or  losses, contingent or otherwise, including loss of value, professional fees, including fees of legal  counsel on a full indemnity basis, and all costs incurred in investigating or pursuing any of the  foregoing or any proceeding relating to any of the foregoing. 





 






 - 7 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    (41) “Closing Date” means June 3rd, 2022.  (42) “Collateral” means the undertaking, property and assets covered by the Security  Documents and any other property, real or personal, tangible or intangible, now existing or  hereafter acquired by any Obligor that may at any time be or become subject to a Lien in favour  of the Administrative Agent on behalf of the Lenders and L/C Issuer to secure any or all of the  Obligations.  (43) “Commitment” means, in respect of each Lender from time to time, the aggregate  amount of Loans that such Lender has agreed to make at that time as set out in Schedule 1.1(43)  to this Agreement (as such amounts may be increased, reduced or cancelled in accordance with  the provisions of this Agreement).  (44) “Committed Credit Facility Limits” means, collectively, the Revolving Limit, the Used  Vehicle Flooring Facility Limit, the Wholesale Leasing Limit, and the Daily Rental Limit.  (45) “Committed Facilities” means, collectively, the Revolving Facility, the Used Vehicle  Flooring Facility, the Wholesale Leasing Facility, and the Daily Rental Facility.  (46) “Compliance Certificate” means a compliance certificate substantially in the form  attached as Schedule 1.1(46) signed by a Responsible Officer of Master Borrower.  (47) “Contaminant” means any solid, liquid, gas, odour, heat, sound, vibration, radiation or  combination of any of them that may (a) impair the quality of the environment for any use that  can be made of it, (b) injure or damage property or plant or animal life, (c) harm or materially  discomfort any Person, (d) adversely affect the health of any individual, (e) impair the safety of  any individual, (f) render any property or plant or animal life unfit for use by man, or (g) cause  loss of enjoyment of normal use of property, and includes any “contaminant” within the meaning  assigned to such term in any Environmental Law.  (48) “Contingent Obligation” means any guarantee of Debt of any other Person or any  agreement to maintain the net worth, working capital or other financial condition of any other  Person in respect of such other Person’s Debt, whether direct, indirect or contingent, including,  without limitation, any purchase or repurchase agreement, comfort letter, or keep-well, take-or- pay, through-put or other arrangement of whatever nature having the effect of assuring or  holding harmless any Person against loss with respect to any Debt of such other Person;  provided, however, that the term “Contingent Obligation” shall not include endorsements of  instruments for deposit or collection in the ordinary course of business. The amount of any  Contingent Obligation shall be deemed to be an amount equal to the stated or determinable  amount of the primary obligation in respect of which such Contingent Obligation is made or, if  not stated or determinable, the maximum reasonably anticipated liability in respect thereof as  determined in good faith by the Person subject to such obligation.  (49) “Contracts in Transit” means all amounts due to a Borrower from any financial  institution on retail finance contracts from vehicle sales, including amounts receivable from  wholesale sales (excluding financial institutions or finance companies which are Affiliates of a  Borrower).  (50) “Contract Period” means the thirty (30) days with respect to CDOR Loans and with  respect to Letters of Credit, the period selected by the applicable Borrower in accordance with  





 






 - 8 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Section 3.1(1) commencing on the Drawdown Date, Rollover Date or Conversion Date, as  applicable, and expiring on a Business Day, subject to the terms of Section 3.3.  (51) “Control” means the possession, directly or indirectly, of the power to direct or cause the  direction of the management or policies of a Person, whether through the ability to exercise  voting power, by contract or otherwise.  “Controlling” and “Controlled” have corresponding  meanings.  (52) “Conversion” means the conversion of an outstanding Borrowing, or a portion of an  outstanding Borrowing, into an alternative type of Borrowing under Section 3.4.  (53) “Conversion Date” means the Business Day that the Borrowers elects as the date on  which a Conversion is to occur.  (54) “Credit Facilities” means Revolving Facility, the Wholesale Flooring Facility, the Used  Vehicle Flooring Facility, Wholesale Leasing Facility and Daily Rental Facility, and “Credit  Facility” means any one of them.  (55) “Credit Facilities Hedge” means a Hedge Contract, which may be entered into between  the Borrowers (or any of them) and any of the Lenders, provided to fix such Borrowers’ interest  rate risk under the Credit Facilities (or any of them), in an aggregate notional amount not to  exceed the principal amount of such Credit Facilities.  (56) “Credit Facility Limits” means the Revolving Limit, the Wholesale Flooring Facility  Limit, the Used Vehicle Flooring Facility Limit, the Wholesale Leasing Limit and the Daily  Rental Limit, and “Credit Facility Limit” means any one of them.  (57) “Daily Rental Borrower” means Motus Car Rental, LP., and its successors and  permitted assigns  (58) “Daily Rental Borrowing Base” means 100% of the aggregate depreciated book value  (in accordance with the below) of the applicable Borrower’s Eligible Daily Rental Leases  outstanding at any time, as evidenced by the Daily Rental Lease Management Report.  For the purposes of calculating such value, the minimum vehicle depreciation of the  capital cost of all vehicles forming part of the Daily Rental Management Report, is based  on the following schedule:  Original Lease Term   Rate per month  Up to 12 months  1.75%  13 to 24 months    2.00%  (59) “Daily Rental Borrowing Base Certificate” means a borrowing base certificate  substantially in the form attached as Schedule 1.1(59) signed a Responsible Officer of Master  Borrower.  (60) “Daily Rental Facility” has the meaning given to it in Section 2.5(1).  





 






 - 9 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    (61) “Daily Rental Lease Management Report” means a report, in form and substance  satisfactory to the Administrative Agent, from Daily Rental Borrower summarizing such  Borrower’s Eligible Daily Rental Leases and, in connection with any request Borrowing by such  Borrower, identifying all Eligible Daily Rental Leases including, for each such rental, unit  description, VIN (serial) number, term, depreciated book value, depreciation rate, and  depreciation amount.  (62) “Daily Rental Limit” means the aggregate amount of the Commitments of the Lenders  from time to time under the Daily Rental Facility which on the Closing Date is $25,000,000.  (63) “Daily Rental Loans” means Loans made under the Daily Rental Facility.  (64) “Dealer Trade” means a vehicle financed under the Wholesale Flooring Facility that is  purchased and sold between Wholesale Flooring Borrowers or between a Wholesale Flooring  Borrower and a third party arm’s length dealer.  (65) “Debt” means, without duplication, in respect of any Person:  (a) all debts and liabilities of the Person for borrowed money;  (b) all Contingent Obligations of the Person;  (c) any obligation, contingent or other, which is required to be classified in  accordance with GAAP upon the Person’s balance sheet as a liability;  (d) any obligation secured by any Lien existing on property owned or acquired by the  Person subject to the Lien whether or not the obligation secured thereby shall  have been assumed;  (e) any debt or liability of the Person representing the deferred acquisition cost of  property or assets created or arising under any conditional sale agreement or other  title retention agreement even though the rights and remedies of the seller under  that agreement in the event of default may be limited to repossession or sale of  property or assets covered thereby;  (f) any liabilities, contingent, unmatured or other, under indemnities or other  agreements of the Person given in respect of any bankers’ acceptance, letter of  credit, or letter of guarantee;  (g) the amount of any operating lease under which the Person has furnished a residual  value guarantee and in respect of which the Person is liable as lessee;  (h) the amount of any Capital Lease in respect of which the Person is liable as lessee;  and  (i) all Hedging Liabilities of the Person,  but “Debt” does not include deferred taxes or obligations to trade creditors incurred in  the ordinary course of business.  





 






- 10 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (66) “Default” means any event or condition that constitutes an Event of Default or that would constitute an Event of Default except for satisfaction of any condition subsequent required to make the event or condition an Event of Default, including giving of any notice, passage of time, or both. (67) “Defaulting Lender” means any Lender that (a) has failed, within three (3) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans or (ii) pay over to any of the Administrative Agent or other Lenders any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied; (b) has notified the Borrowers or any of the Administrative Agent or other Lenders in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding an Borrowing under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed, within three (3) Business Days after request by any of the Administrative Agent or other Lenders, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Borrowing under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Administrative Agent or any Lender’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent; or (d) has become the subject of a Bankruptcy Event. (68) “Delayed Payment Privilege Program” means a program under which a Wholesale Flooring Borrower is permitted to grant short term payment terms (not to exceed thirty (30) days) to eligible purchasers on delivered vehicles; for the purposes of this definition, eligible purchasers means governments, large national corporations, financially strong lessors and daily rental counterparties, or such other counterparties acceptable to the Administrative Agent, acting reasonably. (69) “Demand” shall have the meaning given to it in Section 11.3. (70) “Designated Subsidiary” means each Subsidiary, direct or indirect, of a Borrower designated by Master Borrower, in its sole discretion, as a Designated Subsidiary, provided that such Subsidiary must be formed or incorporated pursuant to (a) the laws of Canada or its provinces or territories to be a Borrower under any of the Credit Facilities, or (b) the United States of America to be a Borrower under any of the Credit Facilities (excluding the Wholesale Flooring Facility). (71) “Disposition” has the meaning given to it in Section 10.2(1). (72) “Distribution” means any payment, loan, contribution or other transfer of funds or property to the beneficial holder of any security issued by any Obligor (where security has the meaning assigned in the Securities Act (Ontario)), including preference shares or any Subordinated Debt issued to such holder, or to any Associate or Affiliate of that holder, either directly or indirectly, and includes management, consulting or servicing fees, bonuses, dividends, 





 






- 11 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  interest, principal repayment of any loans or the redemption, retraction or purchase of any of  those securities or debt instruments.  (73) “Drawdown Date” means a Business Day on which a Borrowing is made or is deemed to be made. (74) “EBITDAR” means, with respect to any fiscal period of Master Borrower, consolidated net income from continuing operations (excluding extraordinary gains or losses and unrealized gains or losses with respect to Hedge Contracts) of Master Borrower plus, to the extent deducted in determining net income, Interest Expense and income Taxes accrued during, and depreciation (other than depreciation related to leased vehicles and daily rental vehicles), depletion and amortization expenses deducted, rental or lease expense for, the period, all computed and consolidated in accordance with GAAP.  Notwithstanding the foregoing, with respect to any Permitted Acquisition, EBITDAR shall include normalized EBITDAR of the Person being acquired or whose assets are being acquired, as if such Permitted Acquisition was made at the beginning of the 12-month period prior to such Permitted Acquisition solely with respect to the calculation of the Fixed Charge Coverage Ratio and the Leverage Ratio and with respect to each business which has ceased to be owned or operated, directly or indirectly, by an Obligor (whether by way of disposition of Equity Interests or all or substantially all of the assets of a business as a going concern or discontinuance of operations) in the immediately preceding 12- month period, exclude, without duplication, EBITDAR of such business as if it had ceased to be owned or operated for the previous full four (4) Fiscal Quarters. (75) “Eligible Assignee” means any Person (other than a natural person, any Obligor or any Affiliate of an Obligor or any Defaulting Lender), in respect of which any consent that is required by Section 14.2 has been obtained. (76) “Eligible Daily Rental Leases” means all leases for motor vehicles which adhere to the following parameters: (a) are in respect of new and used passenger cars and Light Duty Trucks; (b) are for motor vehicles from the current and preceding one model year with an odometer reading of 24,000 kilometres or less, per model year; and (c) the lease terms do not exceed 24 months; and (d) the applicable Borrower shall have provided evidence satisfactory to the Administrative Agent of the insurance on the leased vehicle(s) as follows: (i) fire, theft and comprehensive (or combined additional coverage for trucks), in an amount not less than the actual cash/value; (ii) collision or upset in an amount not less than the actual cash value with a deductible amount not exceeding $1,000 for automobiles and light trucks; and (iii) public liability (property damage and bodily injury) in the minimum amount of  $1,000,000. 





 






- 12 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Notwithstanding the above, the form of the lease agreement to be used for Eligible Daily  Rental Leases is subject to approval of the Administrative Agent. The Administrative  Agent shall have the right, acting reasonably, in its sole discretion, to exclude any motor  vehicle lease from the Daily Rental Borrowing Base.  (77) “Eligible Equipment” means at any time, the equipment, and machinery of the Revolving Facility Borrowers that, at such time: (a) are permanently located in Canada; (b) are subject to a first-ranking Lien held by the Administrative Agent, and are not subject to any other Lien (including any purchase money security interest); (c) are not, in the Administrative Agent’s opinion, obsolete, unsaleable or damaged; and (d) are not fixtures (other than trade fixtures of the Revolving Borrowers) or leasehold improvements. (78) “Eligible Finance Contracts” means Finance Contracts which meet the following criteria: (a) are negotiated between the applicable Borrower and other Obligors or unrelated third parties with terms not exceeding 84 months; (b) have initial capitalized book value of the vehicle subject to the Finance Contract not to exceed the applicable Borrowers’ acquisition cost (net of HST) supported by purchase documentation; (c) are in respect of vehicles from the current and preceding eight (8) model years; (d) the sum of the age of the vehicle subject to the Finance Contract in model years and the term of the lease does not exceed the aggregate of 108 months; (e) the Finance Contract shall not be in arrears of payments for (i) over 30 days at the time of its initial inclusion in the Wholesale Leasing Borrowing Base and (ii) 90 days or over at any time thereafter; (f) the applicable Borrower shall have performed a credit investigation on each new purchaser and have maintained a copy of such report for review by the Agent at any time requested by them; and (g) the applicable Borrower shall have conducted the appropriate Lien searches and the Administrative Agent shall have received and be satisfied with evidence of personal property registrations in respect of the Finance Contract against each purchaser in all relevant jurisdictions. (79) “Eligible New Vehicle” means a New Motor Vehicle owned by a Revolving Borrower which satisfy the following requirements: 





 






- 13 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (a) The vehicle is subject to a perfected Lien in favour of the Administrative Agent, and free of any title defects, Liens, leases, bailments, consignments or other interests of any Person other than Administrative Agent, except as agreed by the Administrative Agent in writing. (b) Unless the vehicle is in transit, it is located at locations that Master Borrower has disclosed to the Administrative Agent and which are acceptable to the Administrative Agent. If the vehicle is in transit from a seller, then upon receipt by a Revolving Borrower it will be located at one of such locations; (c) The vehicle is held for sale or lease in the ordinary course of a Revolving Borrower’s business. (d) The vehicle is undamaged and of good and merchantable quality. (e) The vehicle is otherwise acceptable to the Administrative Agent. (80) “Eligible Parts and Accessories Inventory” means at any time parts and accessories inventory held by Revolving Borrowers that at such time satisfies the following eligibility criteria: (a) it is subject to a first-ranking Lien held by the Administrative Agent pursuant to the Security, and is not subject to any other Liens, and (b) it is permanently located in Canada. (81) “Eligible Parts and Service Accounts Receivable” means accounts receivable of Revolving Borrowers which satisfy the following eligibility criteria (in this definition, individually called an “account”): (a) the account arises from a bona fide, fully-completed transaction consisting of the sale of Eligible Parts and Accessories Inventory by it to an account debtor domiciled in Canada or the performance of services by it for an account debtor domiciled in Canada; (b) the account is subject to a first-ranking Lien held by the Administrative Agent, and is not subject to any other Lien (including any purchase money security interest); (c) the account debtor is not another Obligor, a non-arm’s length party of an Obligor or an employee of an Obligor; (d) the account is not in dispute, and the account debtor has not asserted any defence, counterclaim or claim for credit, set-off, allowance or adjustment; (e) the account is not a contra account or factory accounts receivable; (f) it does not have an obligation to hold any portion of the account in trust or as agent for any other Person; 





 






- 14 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (g) an invoice relating to the account has been issued by it and sent to the account debtor; (h) the account is not outstanding for more than 90 days from the invoice date; (i) the account debtor is not, to the knowledge of any Obligor or the Administrative Agent, Insolvent or subject to any proceeding under insolvency legislation; and (j) the Administrative Agent has not notified any of the Borrowers that, in the opinion of the Administrative Agent (acting reasonably), the account is subject to undue credit risk. (82) “Eligible Real Property” means Real Property that satisfy the following conditions: (a) A Borrower shall hold fee simple title to the Real Property free and clear of all Liens and encumbrances of any nature or kind whatsoever except any easements, rights of way, zoning restrictions and other minor encumbrances and exceptions which are acceptable to the Administrative Agent, in its sole discretion or encumbrances which are accepted by the Administrative Agent, in its sole discretion, in writing, in advance, and which shall be the only Liens and encumbrances on the Real Property (other than a Lien in favour of the Administrative Agent), and such Borrower shall not have entered into any agreement prohibiting or limiting its ability to grant a Lien on such Real Property to the Administrative Agent and the Lenders. (b) The Administrative Agent shall receive the following, each in form and substance satisfactory to the Administrative Agent and the Administrative Agent shall deliver to Lenders: (i) an acceptable Appraisal of the Real Property completed within the three (3) year period prior to the date of the Borrowing Base Certificate in which the Real Property is included; and (ii) a title report regarding the Real Property from either counsel to the applicable Borrower or a title insurance company acceptable to the Administrative Agent, acting reasonably, showing the status of title to the Real Property, and all registered Liens and other matters affecting the Real Property (each, a “Title Report”). (c) If any Real Property remains in the Revolving Borrowing Base for one year or more, the Administrative Agent shall have received the following, each in form and substance satisfactory to the Administrative Agent, on an annual basis (or, if required by the Administrative Agent, more frequently following the occurrence of an Event of Default) (i) an initial Phase I environmental site assessment report and such additional environmental audits, assessments, studies and reports as are recommended thereby including without limitation any Phase II report, record of site condition or other remediation report or any such report that the Administrative Agent requires, prepared by a geological engineer or other qualified Person acceptable to the Administrative Agent (“Environment Reports”) and thereafter such new updated Environment Reports as the Administrative Agent requires, (ii) such new or updated Appraisals, evaluations or reports as the Administrative Agent requires to determine the value of the Real Property including without limitation and if applicable any Phase II reports, 





 






- 15 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  record of site condition or other remediation report, and (iii) such Title Reports as  the Administrative Agent requires.  (d) In addition to any other insurance required hereunder, all insurance covering the Real Property which is reasonably required by the Administrative Agent shall be in full force and effect and the Administrative Agent shall receive from time to time such evidence thereof as it requires. (e) The Real Property and improvements thereon shall be in good condition, and no part of the Real Property and improvements shall have been damaged by fire or other casualty or have been the subject of any expropriation, eminent domain or condemnation proceedings. (f) There are no circumstances affecting the Real Property, including without limitation any requirement of Applicable Law of the jurisdiction in which it is located which, in the opinion of the Administrative Agent or its consultants or counsel, may materially affect the value of the Real Property. (g) The Administrative Agent shall have received such additional documents and information and each Borrower shall have satisfied such additional requirements as the Administrative Agent reasonably requires, with respect to the Real Property. For purposes of the foregoing “Appraisal” means an appraisal of the Real Property  which is (i) prepared by an appraiser satisfactory to the Administrative Agent, (ii) in  compliance with all federal and provincial standards for appraisals (if any) and all  regulatory requirements (if any), (iii) reviewed by the Administrative Agent, (iv) includes  a reliance letter in favour of the Administrative Agent, and (v) in form and substance  satisfactory to the Administrative Agent in its sole and absolute discretion.  (83) “Eligible Used Motor Vehicle” means at any time, a Used Motor Vehicle maintained as inventory of the applicable Borrowers provided that it satisfies the following eligibility criteria: (a) it is subject to a perfected first priority Lien in favour of Administrative Agent, (b) it is being offered for sale to customers in the normal course of business, (c) it is not in such Borrower’s inventory for over 180 days, (d) it is permanently located in Canada or it is exported to the U.S. (“US Export Used Vehicle”) provided that (i) all US Export Used Vehicles are specifically identified (including vehicle identification numbers), (ii) do not exceed $1,000,000 in the aggregate, and (iii) the Administrative Agent has received confirmation that all filings have been made to provide Administrative Agent a perfected first priority Lien in the US Export Used Vehicles, and (e) it is not financed under the Wholesale Flooring Facility. (84) “Eligible Wholesale Leases” means all leases for Leased Units which adhere to the following parameters: 





 






- 16 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (a) are negotiated between the applicable Borrower and unrelated third parties with terms not exceeding 72 months; (b) have initial capitalized book value of any Leased Unit subject to the lease not to exceed the applicable Borrowers’ acquisition cost (net of HST) supported by purchase documentation; (c) are in respect of Leased Units from the current and preceding eight model years; (d) the sum of the age of the Leased Unit in model years and the term of the lease does not exceed the aggregate of 108 months (the “Rule of Nine”); (e) the lease shall not be in arrears of lease payments for (i) over 30 days at the time of its initial inclusion in the Wholesale Leasing Borrowing Base and (ii) 90 days or over at any time thereafter; (f) the applicable Borrower shall have performed a credit investigation on each new lessee of a lease and have maintained a copy of such report for review by the Administrative Agent at any time requested by them; (g) are not for Leased Units that are boats or motorcycles; (h) the applicable Borrower shall have provided evidence satisfactory to the Administrative Agent of the insurance on the leased vehicle(s) as follows: (i) fire, theft and comprehensive (or combined additional coverage for trucks), in an amount not less than the actual cash/value; (ii) collision or upset in an amount not less than the actual cash value with a deductible amount not exceeding $1,000 for automobiles and light trucks ($2,000 for vehicles costing over $40,000); and (iii) public liability (property damage and bodily injury) for $1,000,000; (i) the Administrative Agent shall have received and be satisfied evidence of contingent liability insurance for each lessor under each lease in the minimum amount of $1,000,000; and (j) the applicable Borrower shall have conducted the appropriate Lien searches and the Administrative Agent shall have received and be satisfied with evidence of personal property registrations in respect of the lease against each lessee in all relevant jurisdictions. Notwithstanding the above, the form of the lease agreement to be used for Eligible  Wholesale Leases is subject to approval of the Administrative Agent. The Administrative  Agent shall have the right, acting reasonably, in its sole discretion, to exclude any motor  vehicle lease from the Wholesale Lease Borrowing Base.  (85) “Environmental Activity” means any activity, event or circumstance in respect of a Contaminant or other Hazardous Material, including its storage, use, holding, collection, 





 






- 17 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  purchase, accumulation, assessment, generation, manufacture, construction, processing,  treatment, stabilization, disposition, handling or transportation or its Release into the natural  environment including movement through or in the air, soil, subsoil, surface water or  groundwater.  (86) “Environmental Claim” means any claim, proceeding, litigation or notice by any Person alleging potential liability (including potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties), except to the extent covered by insurance as to which the insurance company has not disclaimed or reserved the right to disclaim coverage, and which arises out of, is based on or resulting from (a) circumstances forming the basis of any material violation or alleged material violation of any Environmental Law or (b) any Environmental Activity at any location owned, leased, managed, controlled or operated by any Obligor, which, in the case of either (a) or (b), if sustained or determined adversely to any Obligor, would have a Material Adverse Effect. (87) “Environmental Law” means any Applicable Law to the extent relating to the protection of the environment or to occupational health and safety (including the use, handling, transportation, production, disposal, discharge or storage of any Contaminant, Hazardous Materials or Waste). (88) “Environmental Liability” means any liability arising as a result of an Environmental Claim. (89) “Equity Interest” means, with respect to any Person, any and all present and future shares, units, trust units, partnership, membership or other interests, participations or other equivalent rights in the Person’s equity or capital, however designated and whether voting or non-voting,  and warrants, options or other rights to acquire any of the foregoing and securities convertible   into or exchangeable for any of the foregoing. (90) “Equivalent Amount” in one currency on any day means the amount of that currency into which a specified amount of another currency can be converted at the Bank of Canada’s noon spot rate for that day (or at any other rate to which the parties agree) and if that day is not a Business Day, on the immediately preceding Business Day. (91) “Event of Default” means any of the events or circumstances specified in Section 11.1. (92) “Excess Amount” shall have the meaning given to it in Section 5.4. (93) “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of an Obligor hereunder, (a) taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes or any similar tax imposed by any jurisdiction in which the Lender is located and (c) in the case of a Foreign Lender (other than (i) an assignee pursuant to a request by the Borrowers under Section 4.12(2), (ii) an assignee pursuant to an Assignment and Assumption made when an Event of Default has occurred and is continuing or (iii) any other assignee to the 





 






- 18 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  extent that the Borrowers has expressly agreed that any withholding tax shall be an Indemnified  Tax), any withholding tax that (A) is not imposed or assessed in respect of a loan or other  extension of credit that was made on the premise that an exemption from such withholding tax  would be available where the exemption is subsequently determined, or alleged by a taxing  authority, not to be available and (B) is required by Applicable Law to be withheld or paid in  respect of any amount payable hereunder or under any Loan Document to such Foreign Lender  at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is  attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in  Law) to comply with Section 4.11(5), except to the extent that such Foreign Lender (or its  assignor, if any) was entitled, at the time of designation of a new lending office (or assignment),  to receive additional amounts from an Obligor with respect to such withholding tax pursuant to  Section 4.11(1).  For greater certainty, for purposes of item (c) above, a withholding tax includes  any Tax that a Foreign Lender is required to pay pursuant to Part XIII of the ITA.  (94) “Exit Notice” means a written notice delivered by the Administrative Agent to the Borrowers pursuant to Section 11.3 declaring certain Obligations of the Borrowers outstanding under the Wholesale Flooring Facility to be due and payable within 120 days. (95) “Extension Request” means a written request from Master Borrower to the Administrative Agent requesting an extension of the Termination Date pursuant to Section 5.2. (96) “FATCA” means Sections 1471 through 1474 of the U.S Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the U.S Internal Revenue Code. (97) “Fee Letter” means the fee letter between the Administrative Agent and Master Borrower dated May 2nd, 2022 and accepted by Master Borrower on June 3rd, 2022, as amended, supplemented or replaced from time to time. (98) “Final Maturity Date” means (a) in respect of the Wholesale Flooring Facility, the earlier of the date of (i) a Demand by all of the Lenders in accordance with Section 11.3 or (ii) the Termination Date, and (b) in respect of the Committed Facilities, the Termination Date. (99) “Finance Contract” means a conditional sales contract for the purchase and sale of a vehicle pursuant to which all the rights to and risks of ownership of such vehicle have been transferred to the purchaser of such vehicle and the purchaser agrees to pay to a Borrower over a period of time, the loan amount advanced for such vehicle being the purchase price of such vehicle plus interest and/or other fees.  For certainty, the applicable Borrower shall record interest income for Finance Contracts over the term of the contract as loan payments are received by the applicable Borrower from the purchaser. (100) “Financial Covenants” means the financial covenants described in Section 10.3. (101) “Fiscal Quarter” means each fiscal quarter of the Borrowers, currently ending on March 31, June 30, September 30 and December 31. (102) “Fiscal Year” means each fiscal year of the Borrowers, which currently ends on December 31. 





 






- 19 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (103) “Fixed Charge Coverage Ratio” means, on the last day of any Fiscal Quarter for Master Borrower calculated on a consolidated basis, the ratio of (a) EBITDAR for the Rolling Period ended on that date minus the aggregate of (i) an allowance for maintenance capital expenditures in an amount equal to $85,000 for each dealership location of the Borrowers (such amounts to be normalized for the first Four Quarter from the Closing Date only), (ii) all Income Tax Expense paid in cash during such Rolling Period and (iii) all dividends, capital withdrawals, intercompany loans made to Affiliates (not including other Borrowers), payments in respect of purchase, redemption or return of capital or reduction in shareholder loans made by Master Borrower during such Rolling Period, net of any capitalization requirements of a manufacturer for a Borrower that are no longer required by such manufacturer, to (b) Fixed Charges over the same Rolling Period. (104) “Fixed Charges” means for any period, for Master Borrower calculated on a consolidated basis, the sum of (a) the cash Interest Expense for such period, (b) the scheduled principal payments of Debt during such period reduced by prepayments as permitted by the Loan Documents and (c) rental or lease expense.  Notwithstanding the foregoing, with respect to rental or lease expenses related to any Permitted Acquisition, Fixed Charges shall include the rental or lease expenses of the Person being acquired or whose assets are being acquired, as if such acquisition was made at the beginning of the 12-month period prior to such Permitted Acquisition, and with respect to each business which has ceased to be owned or operated, directly or indirectly, by an Obligor (whether by way of disposition of Equity Interests or all or substantially all of the assets of a business as a going concern or discontinuance of operations) in the immediately preceding 12-month period, exclude, without duplication, rental or lease expense of such business as if it had ceased to be owned or operated for the previous full four (4) Fiscal Quarters. (105) “Foreign Lender” means any Lender that is not organized under the laws of the jurisdiction in which the Borrowers are resident for tax purposes and that is not otherwise considered or deemed in respect of any amount payable to it hereunder or under any Loan Document to be resident for income tax or withholding tax purposes in the jurisdiction in which the Borrowers are resident for tax purposes by application of the laws of that jurisdiction.  For purposes of this definition Canada and each Province and Territory thereof shall be deemed to constitute a single jurisdiction and the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. (106) “Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. (107) “Funded Debt” means, at any time, for any Borrower (i) Debt of the type described in paragraphs (a) (including any amounts payable under letters of credit and letters of guarantee), (d), (e) and (h) in definition of Debt, and (ii) all Contingent Obligations in respect of Debt of the type described in paragraphs (a) (including any amounts payable under letters of credit and letters of guarantee), (d), (e) and (h) in definition of Debt; provided however, that Funded Debt shall not include deferred taxes or obligations to trade creditors incurred in the ordinary course of business. (108) “GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board of the American Institute 





 






- 20 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  of Certified Public Accountants and statements and pronouncements of the Financial Accounting  Standards Board (or agencies with similar functions or stature and authority within the US  accounting profession) which are applicable to the circumstances as of the date of application.  (109) “General Partners” means the general partners of the Borrowers from time to time that are a party hereto as an Obligor and their successors and assigns, and “General Partner” means any one of them. (110) “Government Approvals” means, with respect to any Person, all licences, permits, consents, authorizations and approvals from any and all Governmental Authorities required by Applicable Law for the conduct of that Person’s business as presently conducted. (111) “Governmental Authority” means the government of Canada or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supra-national bodies such as the European Union or the European Central Bank and including a Minister of the Crown, Superintendent of Financial Institutions or other comparable authority or agency. (112) “Hazardous Materials” means any pollutant or Contaminant, including any hazardous, dangerous, registerable or toxic chemical material or other substance within the meaning of such terms in any applicable Environmental Law. (113) “Heavy Duty Truck” means a heavy-duty truck having a minimum gross vehicle weight exceeding 26,000 lbs. (114) “Hedge Contract” means a contract for the purchase of any currency with any other currency at an agreed rate of exchange on a specified date, an interest rate or currency swap or any other interest or exchange rate exposure management arrangements. (115) “Hedging Liabilities” means, with respect to a Person, at any date of calculation, an amount equal to the aggregate of all amounts which would be owing to the Person by the Borrowers under all Hedge Contracts if those agreements were terminated on the date of calculation.  Unless netting or setting off is not permitted as a result of the operation of law or judicial authority, Hedging Liabilities shall equal the amount so determined after netting or setting off any amounts which might be owing under the Hedge Contracts by the Person to the Borrowers on that date.  If netting or setting off is not permitted as a result of the operation of law or judicial authority, Hedging Liabilities shall equal the amount owing by the Borrowers to the Person under all Hedge Contracts without netting or setting off any amounts which might be owing under the Hedge Contracts by the Person to the Borrowers on that date. (116) “HST” means the sales tax imposed under Part IX of the Excise Tax Act (Canada). (117) “Income Tax Expense” means, with respect to a Person, for any period, the aggregate of all taxes on the income of the Person on a consolidated basis for such period, whether current or deferred (net of any tax credits which are applied against any income tax otherwise payable). (118) “Indemnified Taxes” means Taxes other than Excluded Taxes. 





 






- 21 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (119) “Indemnitee” has the meaning given to it in Section 15.8(2). (120) “Intellectual Property” shall have the meaning given to it in Section 9.1(23). (121) “Interest Expense” means in respect of any fiscal period, the cost to the Master Borrower on a consolidated basis for such period of advances of credit outstanding during that period including interest charges, capitalized interest, the interest component of Capital Leases and all net amounts charged or credited to interest expense in respect of interest rate Hedge Contracts, all computed in accordance with GAAP. (122) “Interest Payment Date” means (i) with respect to each Borrowing under the Wholesale Flooring Facility, the 2nd Business Day of each calendar month, and (ii) with respect to all other Borrowings, the 22nd day of each calendar month (or such other date or dates as Master Borrower and the Agent may agree); provided that: (a) if such day is not a Business Day, the Business Day next following such day shall be the Interest Payment Date for such month, and (b) in any case, the Final Maturity  Date or, if applicable, any earlier date on which the applicable Credit Facility is fully cancelled or permanently reduced in full, shall be an Interest Payment Date with respect to all Borrowings then outstanding under such Credit Facility. (123) “Investment” means, for any Person, (i) the acquisition (whether for cash, property, services, securities or otherwise) of shares, bonds, notes, debentures, partnership or other ownership interests or other securities (where securities has the meaning assigned in the Securities Act (Ontario)) of any other Person or any agreement to make that acquisition or (ii) the making or contract to make any loan or advance to any Person or other form of direct or indirect financial support of any other Person or any obligation (contingent or other). (124) “Issuance Date” means the date on which a Letter of Credit is issued by the L/C Issuer. (125) “ITA” means the Income Tax Act (Canada). (126) “Joinder Agreement” means a joinder agreement substantially in the form of Schedule 1.1(126) (or such other form of similar effect that the Administrative Agent may accept). (127) “Judgment Currency” has the meaning given to it in Section 15.6. (128) “L/C Agreement” has the meaning given to it in Section 3.3(2). (129) “L/C Collateral Account” has the meaning given to it in Section 3.3(9). (130) “L/C Disbursement” means any payment by the L/C Issuer under a Letter of Credit plus all taxes, fees, charges and other costs and expenses incurred in connection with such payment. (131) “L/C Exposure” means, as regards the L/C Issuer, the undrawn and unexpired amounts of outstanding Letters of Credit. (132) “L/C Fee” means a fee payable by the Borrowers with respect to a Letter of Credit, as set out in Section 3.3(4)(b). 





 






- 22 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (133) “L/C Issuer” means BNS, and its successors and assigns, in its capacity as issuer of Letters of Credit in accordance with the terms of this Agreement. (134) “L/C Participant” has the meaning given to it in Section 3.3(10)(a). (135) “L/C Participation” has the meaning given to it in Section 3.3(10)(a). (136) “L/C Sublimit” means $30,000,000. (137) “Lease Adjusted Funded Debt” means, at any time, for Master Borrower on a consolidated basis and without duplication, all Funded Debt plus six times rental or lease expense. Notwithstanding the foregoing, with respect to any Permitted Acquisition, rent or lease expense shall include normalized rent or lease expense of the Person being acquired or whose assets are being acquired, as if such acquisition was made at the beginning of the 12-month period prior to such Permitted Acquisition solely with respect to the calculation of Lease Adjusted Funded Debt and with respect to each business which has ceased to be owned or operated, directly or indirectly, by an Obligor (whether by way of disposition of Equity Interests or all or substantially all of the assets of a business as a going concern or discontinuance of operations) in the immediately preceding 12-month period, exclude, without duplication, rental or lease expense of such business as if it had ceased to be owned or operated for the previous full four (4) Fiscal Quarters. (138) “Leased Property” has the meaning given to it in Section 9.1(9). (139) “Leased Unit” means New Leased Units and Used Leased Units. (140) “Lenders” mean all of the banks and other financial institutions named on the signature pages of this Agreement, and their permitted successors and assigns, and “Lender” means any one of them, and for greater certainty, includes BNS in its capacity as L/C Issuer. (141) “Letter of Credit” and “L/C” each means a letter of credit issued by the L/C Issuer at the request and for the account of the applicable Borrower and includes a Letter of Guarantee. (142) “Letter of Guarantee” means a letter of guarantee issued by the L/C Issuer at the request and for the account of the applicable Borrower for the purpose of providing security to a Person that such Borrower will perform a contractual obligation owed by such Borrower to that Person. (143) “Leverage Ratio” means with respect to Master Borrower and with respect to any Rolling Period, the ratio of Lease Adjusted Funded Debt to EBITDAR. (144) “Lien” means any mortgage, charge, lien, hypothec or encumbrance, whether fixed or floating on, or any security interest in, any property, whether real, personal or mixed, tangible or intangible, any pledge or hypothecation of any property, any conditional sale agreement, other title retention agreement, Capital Lease or other arrangement of any kind intended to create or grant security. (145) “Light Duty Truck” means a light-duty truck having a maximum gross vehicle weight of 10,000 lbs. 





 






- 23 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (146) “Loan” means any Borrowing made available by a Lender under this Agreement by way of Prime Loan or CDOR Loan. (147) “Loan Documents” means this Agreement, the Security Documents, any guarantee provided by any Obligor with respect to the Obligations of the Borrowers, and all certificates, instruments, agreements and other documents delivered, or to be delivered, to the Administrative Agent, the L/C Issuer and the Lenders under this Agreement or any other Loan Document and, when used in relation to any Person, the term “Loan Documents” means the Loan Documents executed and delivered by the Person. (148) “Manufacturer Flooring Facilities” means any floor plan financing agreement (other than this Agreement) entered into by any Borrower in the ordinary course of business solely for the purposes of financing all or a portion of the purchase of vehicle inventory. (149) “Material Adverse Change” means, where used in relation to the affairs of the Obligors, a change that, in the opinion of the Lenders, has or would reasonably be expected to have a Material Adverse Effect and, where used in relation to any other entity, has a similar meaning. (150) “Material Adverse Effect” means a material adverse effect on (a) the financial condition of the Obligors on a combined basis and taken as a whole (b) the ability of the Obligors to observe or perform their obligations under the Loan Documents to which they are a party or the validity or enforceability of such Loan Documents or any material provision thereof; (c) the property, business, operations, liabilities or capitalization of the Obligors on a combined basis and taken as a whole; or (d) the Security Documents, the priority of the Liens granted thereunder or any right or remedy of the Administrative Agent thereunder. (151) “Master Borrower” means LITHIA MASTER LP COMPANY, LP, and its successors and permitted assigns. (152) “Material Contract” means any contract or agreement to which a Borrower is a party or by which it is bound, which is material to the business of that Borrower, having regard to its subject matter or the potential consequences of breach or termination (and shall include, without limitation, any OEM Agreement). (153) “Medium Duty Truck” means a medium-duty truck having a gross vehicle weight between 10,001 lbs. and 26,000 lbs. (154) “Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) in the case of a casualty, insurance proceeds and (ii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, and (ii) the amount of all payments required to be made as a result of such event to repay Debt (other than the Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event. (155) “New Leased Unit” means a passenger car, Light Duty Truck, motorcycle or boat from car, motorcycle or boat manufacturers, as applicable, approved by the Administrative Agent, from the current and preceding one model year and with an odometer reading of 24,000 





 






- 24 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  kilometres or less per model year, for domestic lease by the applicable Borrower as lessor to  third party lessees.  (156) “New Motor Vehicles” means new passenger cars, motorcycles and Light Duty Trucks as well as CAP vehicles and Program Vehicles supplied to Wholesale Flooring Borrowers by manufacturers acceptable to the Administrative Agent from the current and preceding one model year with an odometer reading of 24,000 km or less per model year, for domestic sale by Wholesale Flooring Borrowers. (157) “Non-Designated Subsidiary” means each Subsidiary, direct or indirect, of a Borrower that is not a Designated Subsidiary or otherwise an Obligor hereunder. (158) “Non-Formula Amount” means $25,000,000. (159) “Obligations” means (a) all loans, advances, debts, liabilities and obligations for the performance of covenants, tasks or duties or for the payment of monetary amounts (whether or not performance is then required or contingent, or those amounts are liquidated or determinable) owing by the Borrowers to the Administrative Agent, the L/C Issuer or any Lender under any or all of the Loan Documents and all covenants and duties regarding those amounts, of any kind or nature, present or future, whether or not evidenced by any agreement or other instrument, owing under any or all of the Loan Documents including all obligations owed by the Borrowers to the Administrative Agent, the L/C Issuer and the Lenders under the Credit Facilities and (b) Other Secured Obligations. (160) “Obligors” means, collectively, the Borrowers, the General Partners and any other Designated Subsidiary of the Borrowers that becomes a Borrower under this Agreement from time to time in accordance with Section 10.1(15) (and includes, if applicable, its General Partner), and their respective successors and permitted assigns. (161) “OEM” shall mean a vehicle manufacturer or distributor that engages in the wholesale sale of new motor vehicles to any Borrower pursuant to an OEM Agreement. (162) “OEM Agreement” shall mean each OEM dealer sales and service agreement or “franchise” or similar agreement giving any Borrower the right to sell new OEM vehicles, each as amended, supplemented, restated or replaced from time to time. (163) “Officer’s Certificate” means a certificate of a Responsible Officer substantially in the form attached hereto as Schedule 1.1(163) . (164) “Other Secured Obligations” means the present and future debts, liabilities and obligations of the Borrowers or any other Obligor to any Lender under or in connection with, (a) the Credit Facilities Hedge and other Hedge Contracts (including all Hedging Liabilities in connection therewith), (b) cash management and consolidation, money management, foreign- exchange, credit card and other facilities provided by a Lender to the Borrowers or any other Obligor, and (c) other transactions not made under this Agreement if it is agreed by the Borrowers and the Administrative Agent acting on the instructions of the Required Lenders that such facilities, debts, liabilities and obligations shall be secured; provided, for greater certainty, that upon any financial institution ceasing to be a “Lender”, the Other Secured Obligations to such financial institution and its Affiliates, as the case may be, shall continue to be secured by 





 






 - 25 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    the Security Documents so long as such financial institution was a Lender at the time any  agreement under which any such Other Secured Obligations arise was entered into.  (165) “Other Taxes” means all present or future stamp or documentary taxes or any other  excise or property taxes, charges or similar levies arising from any payment made hereunder or  under any other Loan Document or from the execution, delivery or enforcement of, or otherwise  with respect to, this Agreement or any other Loan Document.  (166) “Out of Balance Condition” means, with respect to (a) the Wholesale Flooring Facility,  the principal amount has not been repaid in accordance with Sections 2.2(5)(b) or 2.2(5)(c)(i),  (ii) or (v), (b) the Wholesale Leasing Facility, the principal amount has not been repaid in  accordance with Section 2.4(5) (but not including the repayment required to be made on the  Final Maturity Date), and (c) with respect to any of the Credit Facilities, the principal amount  thereunder has not been repaid in accordance with Section 5.4.  (167) “Owned Property” has the meaning given to it in Section 9.1(8).  (168) “Participant” has the meaning given to it in Section 14.4.  (169) “Permitted Acquisitions” means Acquisitions of the following:  (a) Designated Subsidiaries subject to the following requirements:  (i) Master Borrower shall have provided the Administrative Agent with  fifteen (15) Business Days prior written notice of the Acquisition;  (ii) Master Borrower shall have delivered to the Administrative Agent, at least  2 days prior to the closing date of the Acquisition, the following:    (A) a Joinder Agreement executed by the Designated Subsidiary (to be  held in escrow until the closing of the Acquisition),    (B) an insurance certificate confirming that the insurance requirements  under Section 10.1(2) in respect of the Designated Subsidiary have  been satisfied,   (C) an Officer’s Certificate, confirming that Master Borrower would  have been in compliance with the Financial Covenants if the  Acquisition had occurred on the first day of the period covered by  the Officer’s Certificate (using Master Borrower’s historical  methods of calculation for purposes of the target to be acquired),  and   (D) a vehicle inventory listing;  (iii) Master Borrower shall have provided to the Administrative Agent on or  before the closing date of the Acquisition, the following:  (A) copies of the purchase agreement and lease, (if any), relating to the  Acquisition,  





 






- 26 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (B) copies of all required approvals to the Acquisition from the applicable OEMs of the Designated Subsidiary being acquired, and (C) executed copies all account opening documentation, mirror netting agreements and any other applicable ancillary documents required by Administrative Agent for such Designated Subsidiary to become a Borrower hereunder; (iv) if the Acquisition  is a purchase of Equity Interests, the Acquisition is for  the purchase of not less than 85% of the outstanding Equity Interests in the  applicable Person (including goodwill, assets, and real property); (v) the Person being acquired or whose assets, division, line of business or  business unit is being acquired is located in Canada or the United States;  provided that a Person incorporated or located in the United States (x)  may only become a “Borrower” under the Revolving Facility (at the  discretion of the Administrative Agent and the Lenders), and (y) shall  become a secured guarantor of the Obligations and an Obligor hereunder; (vi) Administrative Agent shall have perfected Liens in the Collateral owned  by the Designated Subsidiary as security for all of the Obligations, and  shall have received satisfactory evidence of perfection and the priority of  such Liens, including without limitation such PPSA and other searches,  signed discharge statements or payoff letters and other filings as  Administrative Agent deems appropriate, which may include no interest  letters with respect to, or evidence of the discharge/termination of, or  reasonably satisfactory arrangements for the discharge/termination of, the  Liens of any secured party in any of the assets acquired or of the  Designated Subsidiary; (vii) Administrative Agent shall have received the organizational documents,  status  or good standing certificates and resolutions, or other authorizations  demonstrating the due organization, valid existence, qualification to do  business, good standing and authority of each Designated Subsidiary to  become an Obligor and Borrower; (viii) if the floorplan inventory of the Designated Subsidiary being acquired and  funded by Lenders is $<*> or greater, the Administrative Agent shall have  conducted and completed an audit on the Collateral owned by the  Designated Subsidiary, with results satisfactory to the Administrative  Agent, at least 3 Business Days prior to the closing date of the Acquisition; (ix) at the time of such Permitted Acquisition, and after giving effect thereto,  no Default or Event of Default shall have occurred and be continuing; (x) the board of directors (or Persons performing similar functions) of the  seller of the subject assets or any Person whose Equity Interest are subject 





 






- 27 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  to the Acquisition has not disapproved the transaction or recommended  that the transaction be disapproved,   (xi) Master Borrower shall deliver to the Agent, no later than 30 days after the  closing date of the Acquisition (or such later date as Administrative Agent  may agree to), copies of all OEM Agreements relating to the Designated  Subsidiary or the Acquisition; (xii) if the floorplan inventory of the Designated Subsidiary being acquired and  funded by Lenders is less than $<*>, the Administrative Agent shall be  permitted to conduct an audit on the Collateral owned by the Designated  Subsidiary, with results satisfactory to the Administrative Agent, within  10 Business Days after the closing date of the Acquisition; (xiii) Administrative Agent has received such additional documents, approvals,  consents and information and each Obligor has satisfied such additional  requirements as Administrative Agent reasonably requests, and (b) Non-Designated Subsidiary subject to the following requirements: (i) Master Borrower shall have provided the Administrative Agent with fifteen (15) Business Days prior written notice of the Acquisition (ii) Master Borrower shall have delivered to the Administrative Agent, at least 2 days prior to the closing date of the Acquisition, an Officer’s Certificate, confirming that Master Borrower would have been in compliance with the Financial Covenants if the acquisition had occurred on the first day of the period covered by the Officer’s Certificate (using Master Borrower’s historical methods of calculation for purposes of the target to be acquired); (iii) at the time of such Permitted Acquisition, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (iv) the board of directors (or Persons performing similar functions) of the seller of the subject assets or any Person whose Equity Interest are subject to the Acquisition has not disapproved the transaction or recommended that the transaction be disapproved. (170) “Permitted Debt” means: (a) the Obligations; (b) Manufacturing Flooring Facilities, provided that: (i) at the time of the entering into of any Manufacturing Flooring Facilities, Master Borrower has delivered to the Administrative Agent an Officer’s Certificate confirming that Master Borrower would be in compliance with the Financial Covenants both before and after giving effect to the entering into of such Manufacturing Flooring Facilities, and 





 






- 28 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (ii) the Administrative Agent has, acting reasonably, entered in an acceptable intercreditor agreement with each applicable third party lender; (c) unsecured Debt of a Borrower to any other Borrower; (d) Debt consisting of Capital Leases and purchase money indebtedness incurred to acquire equipment which is secured only by the equipment acquired and proceeds therefrom and such equipment secures only the obligation to pay the purchase price; (e) Debt consisting of leases entered into with an OEM with respect to vehicles used by a Borrower for service loaners, subscription services or otherwise leased to its customers; (f) Debt appearing as a claims reserve (or similar term) on the balance sheet of an Obligor, which represents amounts which have been received but which will be expended to pay warranty and service claims by customers of the Obligors; (g) Subordinated Debt, including: (i) Debt incurred in connection with reverse earn-outs granted pursuant to Permitted Acquisitions; and (ii) Debt owed by a Borrower to a General Partner or another Affiliate (other than another Borrower), that in each case is (x) consented to and on terms acceptable to the Administrative  Agent and the Required Lenders, and (y) is subject to a postponement and  subordination agreement made between the Administrative Agent and the  applicable holder of such Subordinated Debt in form and substance satisfactory to  the Administrative Agent and the Required Lenders, acting reasonably;  (h) Debt incurred with respect to Securitization Programs; (i) Debt that is only secured by owned real property of an Obligor, provided that such owned real property is not included in the Revolving Facility Borrowing Base; (j) unsecured Debt of an Obligor in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (k) unsecured Debt with respect to any operating lease of an Obligor under which an Obligor has furnished a residual value guarantee and in respect of which an Obligor is liable as lessee; (l) Hedging Liabilities in connection with Hedge Contracts that are permitted under Section 10.2(16); and 





 






- 29 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (m) such other Funded Debt of any Obligor to the extent that (i) such Funded Debt is unsecured, and (ii) Master Borrower has delivered to the Administrative Agent an Officer’s Certificate confirming that Master Borrower would be in compliance with the Financial Covenants, both before and after giving effect to the incurrence of such Funded Debt. (171) “Permitted Distribution” means (a) management salaries and bonuses paid in the ordinary course of business and consistent with past practice; (b) Distributions from one Borrower to another Borrower; and (c) Distributions by Master Borrower (in addition to those permitted under paragraph (a) above) so long as (i) No Event of Default has occurred and is continuing and (ii) Master Borrower has delivered to the Administrative Agent an Officer’s Certificate confirming that Master Borrower would be in compliance with the Financial Covenants after such Distribution is made. (172) “Permitted Investments” means: (a) Investments by an Obligor in another Obligor; (b) Cash Equivalent Investments; (c) Investments pursuant to a Permitted Acquisition; (d) Investments by an Obligor in a Non-Designated Subsidiary; (e) Investments not otherwise permitted in this definition provided that the aggregate  amount of such Investments does not exceed $<*> in any Fiscal Year; and (f) such other Investments as are consented to by the Required Lenders in writing in  their sole discretion, provided that the making of any such Permitted Investment  shall not cause an Event of Default to occur and be continuing and Master  Borrower has delivered to the Administrative Agent an Officer’s Certificate  confirming that Master Borrower would be in compliance with the Financial  Covenants after giving effect to the incurrence of such Investment. (173) “Permitted Liens” means: (a) Liens for taxes, assessments or other government charges or levies not yet due  and payable or, if due and payable, if they are being contested in good faith by  appropriate proceedings and for which appropriate reserves are maintained;; (b) Liens imposed by law, such as mechanics’, materialmen’s, landlords’,  warehousemen’s, and carriers’ Liens, and other similar Liens, securing  obligations incurred in the ordinary course of business which are not past due for  more than 30 days or which are being contested in good faith by appropriate  proceedings and for which appropriate reserves have been established; 





 






- 30 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (c) Liens under workers’ compensation, unemployment insurance, or similar legislation which are not past due for more than 60 days or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (d) Liens, deposits, or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of the Loan Documents), public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds, or other similar obligations arising in the ordinary course of business which are not past due for more than 30 days or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) judgment and other similar Liens arising in connection with court proceedings, in an aggregate amount not in excess of the Threshold Amount; provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (f) easements, rights-of-way, zoning restrictions, and other similar encumbrances in existence on the Closing Date or which, in the aggregate, do not materially interfere with the occupation, use, and enjoyment by any Obligor of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the property subject thereto; (g) purchase money Liens hereafter created by any Obligor to secure the purchase price of equipment acquired after the date hereof, so long as (i) such equipment is acquired in the ordinary course of such Person’s business, (ii) such Lien attaches to such equipment no later than 10 days after the acquisition thereof; (iii) such Lien does not extend to any property other than the equipment acquired and proceeds thereof, (iv) such Lien secures only the obligation to pay the purchase price of such equipment, and (v) the Debt secured is Permitted Debt; (h) Liens securing obligations in respect of Capital Leases provided that such Capital Leases are Permitted Debt, and such Liens attach only to the property being leased and proceeds thereof; (i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution (provided that such deposit accounts are permitted hereunder); (j) Liens (including, without limitation, certain rights of set-off and title retention agreements) in respect of the Manufacturer Flooring Facilities and OEM Agreements attaching to a vehicle sold or leased to an Obligor by an OEM and securing amounts owing in connection with the purchase or lease of such vehicle by such Obligor from such OEM, so long as such Liens do not secure Funded Debt (other than Permitted Debt), such Liens arise in the ordinary course of business consistent with the Borrowers’ existing business practices and, in the 





 






- 31 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  case of Liens in respect of Manufacturing Flooring Facilities, the Administrative  Agent has received a priorities agreement from such OEM in form and substance  satisfactory to the Administrative Agent, acting reasonably;  (k) Liens in favour of Lithia Canada Leasing, LP attaching to a vehicle sold or leased by Lithia Canada Leasing, LP to another Borrower; (l) Liens securing Securitization Programs; (m) Liens granted with respect to owned real property of an Obligor, provided that such owned real property is not included in the Revolving Facility Borrowing Base; and (n) such other Liens consented to in writing by the Administrative Agent and the Required Lenders, provided that nothing in this definition or otherwise in this Agreement or any other Loan  Document shall (i) be construed as evidencing an intention or agreement on the part of  the Administrative Agent that the Security Documents or the Obligations be or have been  subordinated to any Permitted Liens, or (ii) cause any such subordination to occur.   (174) “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. (175) “Preferred Claims” means, at any time, all Liens or claims created by, or arising under any statute or regulation or arising under common law without the consent of the Borrowers (in contrast with Liens voluntarily granted) which rank, or are capable of ranking, prior to or pari passu with the Liens created by the Security Documents against all or any part of the Borrowers’ assets, whether then existing or, in the Administrative Agent’s judgment acting reasonably, likely to arise, including claims for unremitted rents, Taxes, wages, vacation pay, employee deductions, workers’ compensation obligations, government royalties or pension fund obligations. (176) “Prime Loan” means a Loan denominated in Canadian Dollars in respect of which the Borrowers are obligated to pay interest in accordance with Section 4.1. (177) “Prime Rate” means, with respect to a Prime Loan, on any day the greater of: (a) the annual rate of interest announced from time to time by the Administrative Agent  as being its reference rate then in effect on such day for determining interest rates on Canadian Dollar denominated commercial loans made by it in Canada; and (b) the CDOR Rate for 1 month bankers’ acceptances in effect from time to time plus 100 basis points per annum. Any change in the Prime Rate shall be effective on the date the change becomes effective  generally.  





 






- 32 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (178) “Program Vehicle” means any vehicle with special option packages produced for sale to major daily rental fleets. Under their fleet incentive programs, the manufacturer agrees to repurchase vehicles from the daily rental company after a specified time period at a predetermined price. (179) “Real Property” means real property, acceptable to the Administrative Agent, that is owned by a Borrower and occupied by a Borrower as a motor vehicle sales facility. (180) “recreational vehicle”, “recreational vehicle sector” shall include, without limitation boats, motorcycles, off-road vehicles, and electric vehicles of any kind; (181) “Reimbursement Obligation” means the obligation of the Borrowers in respect of a Letter of Credit to reimburse the L/C Issuer pursuant to Section 3.3(5). (182) “Related Parties” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates. (183) “Release” means the method by which a Contaminant or other Hazardous Material comes to be in the environment at large and includes discharging, spraying, injection, abandonment, depositing, spilling, leaking, seeping, pouring, emitting, emptying, throwing, dumping, placing and exhausting, and when used as a noun has a correlative meaning. (184) “Required Lenders” means: (a) if 3 or less Lenders exist, all Lenders (other than Defaulting Lenders and the Lender(s) that have requested the issuance of an Exit Notice); or (b) if more than 3 Lenders exist, the Lenders (other than Defaulting Lenders and the Lender(s) that have requested the issuance of an Exit Notice) from whom, in the aggregate, hold at least 66 2/3% of the Loans that have been made or are available to the Borrowers. (185) “Responsible Officer” means the chief financial officer, chief executive officer or other senior officer acceptable the Administrative Agent of a General Partner, for and on behalf of its applicable Borrower, that has the capacity to bind such General Partner and the applicable Borrower. (186) “Revolving Borrowers” means, collectively, the Persons listed on Schedule 1.1(186), and “Revolving Borrower” means any one of them. (187) “Revolving Borrowing Base” means, with respect to Revolving Borrowers, as of any date of determination: (a) an amount equal to the sum of the following (without duplication): (i) the Non-Formula Amount, 





 






- 33 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (ii) 100% of Contracts in Transit owing to Revolving Borrower in which Administrative Agent has a perfected first priority Lien, which have not remained unpaid for more than fifteen (15) days; (iii) 80% of Eligible Parts and Service Accounts Receivable; (iv) 65% of the (i) the net book value of Eligible Parts and Accessories Inventory, minus (ii) the unpaid acquisition cost owed to sellers and financiers of such inventory; (v) 75% of the most recent appraised value of Eligible Real Property; (vi) 100% of the sum of invoices from OEMs (including freight, advertising and holdbacks) for Eligible New Vehicles; (vii) 100% of the amount of the Used Vehicle Flooring Borrowing Base; and (viii) 40% of (x) the net book value of Eligible Equipment, minus (ii) the principal amount of indebtedness or obligations of any Person (other than the Obligations) which is secured by such Eligible Equipment. (b) Minus, the sum of the then outstanding aggregate principal balance of the (i) Wholesale Flooring Loans, (ii) Wholesale Flooring Swing Line Loans, (iii) Used Vehicle Flooring Loans, and (iv) Used Vehicle Flooring Swing Line Loans. Notwithstanding anything to the contrary in this Agreements, the amount included in the  Revolving Facility Borrowing Base pursuant to components (a)(i) and (a)(v) above shall not at  any time exceed $50,000,000 in the aggregate.  (188) “Revolving Borrowing Base Certificate” means a borrowing base certificate substantially in the form attached as Schedule 1.1(188) signed by a Responsible Officer of Master Borrower. (189) “Revolving Facility” has the meaning given to it in Section 2.1(1). (190) “Revolving Limit” means, at any time, the lesser of: (a) the aggregate amount of the Commitments of the Lenders from time to time under the Revolving Facility which on the Closing Date is $100,000,000, and (b) the Revolving Facility Borrowing Base. (191) “Revolving Loans” means Loans made under the Revolving Facility. (192) “Revolving Swing Line Loan” has the meaning given to it in Section 2.1(6)(a). (193) “Revolving Swing Line Limit” means $20,000,000. (194) “Rolling Period” means a rolling four Fiscal Quarter period. 





 






- 34 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (195) “Rollover” means the rollover of a Borrowing by way of a CDOR Loan into another CDOR Loan under Section 3.2(2) or an extension of a Letter of Credit for an additional Contract Period under Section 3.3(3)(b). (196) “Rollover Date” means the Business Day on which a Rollover occurs. (197) “Sale-Leaseback” has the meaning given to it in Section 10.2(1). (198) “Schedule I Lender” means any Lender named on Schedule I to the Bank Act (Canada). (199) “Schedules” means the schedules attached to and forming part of this Agreement, as particularized in Section 1.13. (200) “Security Documents” means any documents creating Liens on the assets of the Obligors in favour of the Administrative Agent on behalf of itself, the L/C Issuer and the Lenders, and all other instruments, agreements and documents which have been or may hereafter from time to time be executed in connection therewith, including the documents set out in Section 7.1. (201) “Securitization Program” means the Sun Life Securitization Program and any other transaction whereby a Borrower may sell, transfer and/or assign to a third party certain leases and personal property related thereto, and the proceeds of which are repaid to the Administrative Agent if required pursuant to Section 10.2(1). (202) “Subordinated Debt” of a Person means any Debt of such Person the payment of which is subordinated to payment of the Obligations. (203) “Subsidiary” of a Person means (a) any corporation of which the Person and/or any one of its Affiliates holds, directly or beneficially, other than by way of security only, securities to which are attached more than 50% of the votes that may be cast to elect directors of such corporation, (b) any corporation of which the Person and/or any one of its Affiliates has, through operation of law or otherwise, the ability to elect or cause the election of a majority of the directors of such corporation and (c) any partnership, limited or unlimited liability company or joint venture in which such Person and/or one or more Subsidiaries of such Person shall have, directly or indirectly, more than 50% of the votes that may be cast to elect the governing body of such entity (204) “Sun Life” means Sun Life Assurance Company of Canada and its successors and assigns. (205) “Sun Life Securitization Program” means the securitization program made pursuant to that certain master purchase and servicing agreement dated as of December 21, 2018, originally made between Sun Life and Pfaff Motors Inc. and others, as assigned by Sun Life and assumed by Lithia Canada Leasing, L.P. pursuant to an assignment and assumption agreement dated as of August 30, 2021, as amended, supplemented, restated or replaced from time to time. (206) “Supplemental Fee Letter” means the fee letter dated June 3rd, 2022 between the Administrative Agent and Master Borrower, as amended, supplemented or replaced from time to time. 





 






- 35 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (207) “Swing Line Lender” means BNS (so long as BNS is Administrative Agent) or such  other Lender that may become Swing Line Lender. (208) “Taxes” means all present or future taxes, levies, imposts, duties, deductions,  withholdings, assessments, fees or other charges imposed by any Governmental Authority,  including any interest, additions to tax or penalties applicable thereto. (209) “Termination Date” means the date which is three (3) years after the Closing Date, as  extended from time to time hereunder. (210) “Threshold Amount” means $<*>. (211) “Used Leased Unit” means a reconditioned passenger car or Light Duty Truck,  motorcycle or boat listed in the current Canadian Black Book (current plus up to eight previous  model year units) for domestic lease by the applicable Borrower as lessor to third party lessees  with: (a) an odometer reading of 150,000 km or less; and (b) a Canadian Black Book Value or acquisition cost (net of HST) of at least $7,500;  or (c) as otherwise approved by the Administrative Agent. (212) “Used Motor Vehicles” means reconditioned used passenger cars, motorcycles and  Light Duty Trucks for domestic sale. (213) “Used Vehicle Flooring Borrower” means Master Borrower. (214) “Used Vehicle Flooring Borrowing Base” means, as of any date of determination, an  amount equal to eighty-five percent (85%) of the sum, without duplication, of the following: (a) the net book value of Used Motor Vehicles of Master Borrower and any other  Borrowers which are Eligible Used Motor Vehicle (net of GST / HST), minus (b) the aggregate outstanding principal amount of any indebtedness or obligation to  any Person (other than the obligations to the Administrative Agent and Lenders  under the Loan Documents) which is secured by such Eligible Used Motor  Vehicles, including but not limited to amounts owing to holders of any Lien in a  Used Motor Vehicle at the time it is traded in, sold to, or otherwise acquired by a  Borrower until such amounts have been paid in full. Notwithstanding the foregoing, the net book value of motorcycles constituting Used  Motor Vehicles included in the Used Vehicle Flooring Facility Borrowing Base shall not,  at any time, exceed five percent (5%) of the total Used Vehicle Flooring Facility  Borrowing Base.  (215) “Used Vehicle Flooring Borrowing Base Certificate” means a borrowing base certificate substantially in the form attached as Schedule 1.1(215) signed by a Responsible Officer of Master Borrower. 





 






 - 36 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    (216) “Used Vehicle Flooring Facility” has the meaning given to it in Section 2.3(1).  (217) “Used Vehicle Flooring Facility Limit” means the aggregate amount of the  Commitments of the Lenders from time to time under the Used Vehicle Flooring Facility which  on the Closing Date is $100,000,000.  (218) “Used Vehicle Flooring Loans” means Loans made under the Used Vehicle Flooring  Facility.  (219) “Used Vehicle Flooring Swing Line Loan” has the meaning given to it in  Section 2.3(6)(a).  (220) “Used Vehicle Flooring Swing Line Limit” means $20,000,000.  (221) “Waste” means ashes, garbage and refuse and includes domestic waste, industrial waste,  municipal refuse or such other materials as are designated as waste under any Environmental  Law.  (222) “Wholesale Flooring Borrowers” means, collectively, the Persons listed on  Schedule 1.1(222), and “Wholesale Flooring Borrower” means any one of them.  (223) “Wholesale Flooring Facility” has the meaning given to it in Section 2.2(1).  (224) “Wholesale Flooring Facility Bulk Prepayments” means a program allowing the  Borrowers to make lump sum payments from time to time in payment of the outstanding Loans  under the Wholesale Flooring Facility (without paying out specific units).  (225) “Wholesale Flooring Facility Limit” means the aggregate amount of the Commitments  of the Lenders from time to time under the Wholesale Flooring Facility which on the Closing  Date is $500,000,000.  (226) “Wholesale Flooring Loans” means Loans made under the Wholesale Flooring Facility.  (227) “Wholesale Flooring Swing Line Loan” has the meaning given to it in  Section 2.2(6)(a).  (228) “Wholesale Flooring Swing Line Limit” means $50,000,000.  (229) “Wholesale Lease Management Report” means a report, in form an substance  satisfactory to the Administrative Agent, from the applicable Borrower summarizing such  Borrower’s Eligible Wholesale Leases  and, in connection with any requested Borrowing  by the  applicable Borrower, which identifies all Eligible Wholesale Leases, including, for each such  Eligible Wholesale Lease, customer (account) name, unit description, VIN (serial) number, lease  term, finance rate, depreciated book value, residual value, net rent, depreciation amount, interest  amount, and lease type.  (230) “Wholesale Leasing Borrower” means Lithia Canada Leasing, LP., and its successors  and permitted assigns.  





 






 - 37 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    (231) “Wholesale Leasing Borrowing Base” means, without duplication, the aggregate  amount equal to the following:  (a) with respect to Eligible Wholesale Leases and Eligible Finance Contracts, 100%  of the aggregate depreciated book value (calculated in accordance with the below)  of the Wholesale Leasing Facility Borrowers’ Eligible Wholesale Leases and  Eligible Finance Contracts outstanding at any time, as evidenced by the  Wholesale Lease Management Report;  (b) with respect to leases for Leased Units and loans for Finance Contracts that do not  meet the Rule of Nine but otherwise meet all the criteria of Eligible Wholesale  Leases and Eligible Finance Contracts, 100% of the aggregate depreciated book  value (calculated in accordance with the below) of such leases outstanding at any  time (not to exceed 35% of the Wholesale Leasing Facility Limit), as evidenced  by the Wholesale Lease Management Report; and  (c) with respect to leases for Leased Units that are not Eligible Wholesale Leases and  loans for Finance Contracts that are not Eligible Finance Contracts, 100% of the  aggregate depreciated book value (calculated in accordance with the below) of  such leases outstanding at any time (not to exceed 10% of the Wholesale Leasing  Facility Limit), as evidenced by the Wholesale Lease Management Report.  Notwithstanding the foregoing, (i) any Wholesale Lease or Finance Contract included in  the Wholesale Leasing Borrowing Base shall only be for units/vehicles in Canada and the  United States1, (ii) the value of the leases (as calculated above) relating to Leased Units  of Medium Duty Trucks or Heavy Duty Trucks that are included in the Wholesale  Leasing Borrowing Base shall not exceed 15% of the Wholesale Leasing Limit, (iii) none  of the leases included in the Wholesale Leasing Borrowing Base shall be financed by any  other third-party financing, (iv) up to a maximum of $40,000,000 of the Wholesale  Leasing Limit shall be available to finance Eligible Finance Contracts, (v) the form of the  agreement to be used for Eligible Wholesale Leases and Eligible Finance Contracts is  subject to approval of the Administrative Agent, acting reasonably, and (vi) the  Administrative Agent shall have the right, acting reasonably, in its sole discretion, to  exclude any lease or Finance Contract from the Wholesale Leasing Borrowing Base.  For the purposes of calculating the aggregate depreciated book value for Eligible  Wholesale Leases, the minimum average depreciation of the capital cost of all vehicles  forming part of the Wholesale Lease Management Report, is based on the following  schedule:  Original Lease Term  Rate per Month  up to 12 months  2.20%  13 to 24 months  1.70%                                                    1 The value of the units/vehicles located in the US that can be included in the Wholesale Leasing Facility Borrowing Base is limited to 2% of the  Wholesale Leasing Facility Borrowing Base.  





 






 - 38 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    25 to 36 months  1.40%  37 to 48 months  1.20%  49 to 60 months  1.10%  61 to 72 month  1.00%  For the purposes of calculating the aggregate depreciated book value for Eligible Finance  Contracts, the minimum average depreciation of the capital cost of all vehicles forming  part of the Wholesale Lease Management Report, is based on the following schedule:  Original Loan Term  Rate per Month  up to 12 months  2.20%  13 to 24 months  1.70%  25 to 36 months  1.40%  37 to 48 months  1.20%  49 to 60 months  1.10%  61 to 72 months  1.00%  73 to 84 months  1.00%  With respect to any lease included in the Wholesale Leasing Borrowing Base, for audit  purposes, the Administrative Agent shall have the right to verify any lease and/or or  Finance Contract directly with the lessee/customer thereunder. The verification of leases  and /or Finance Contract shall either be completed (i) directly by the Administrative  Agent at no cost to the Borrowers or, (ii) at the option of the Borrowers, the verification  of leases and / or Finance Contract may be completed by the Borrowers’ auditor so long  as the auditor is satisfactory to the Administrative Agent and the verification is completed  in accordance with the terms stipulated by the Administrative Agent. The costs of the  verification completed by the Borrowers’ auditor shall be paid by the Borrowers.  (232) “Wholesale Leasing Borrowing Base Certificate” means a borrowing base certificate  substantially in the form attached as Schedule 1.1(232) signed by a Responsible Officer of  Master Borrower.  (233) “Wholesale Leasing Facility” has the meaning given to it in Section 2.4(1).  (234) “Wholesale Leasing Limit” means the aggregate amount of the Commitments of the  Lenders from time to time under the Wholesale Leasing Facility which on the Closing Date is  $400,000,000.  (235) “Wholesale Leasing Loans” means Loans made under the Wholesale Leasing Facility.  





 






- 39 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Section 1.2 Terms Generally  The definitions of terms herein shall apply equally to the singular and plural forms of the  terms defined.  Whenever the context may require, any pronoun shall include the corresponding  masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be  deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to  have the same meaning and effect as the word “shall”.  Unless the context requires otherwise  (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (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 particular provision hereof, (d) unless otherwise expressly stated, all references in this Agreement to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement,  (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the 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 1.3 Business Day  If under this Agreement any payment or calculation is to be made, or any other action is  to be taken, on or as of a day which is not a Business Day, that payment or calculation is to be  made, and that other action is to be taken, as applicable, on or as of the next day that is a  Business Day.  Section 1.4 Conflict  If there is a conflict between any provision of this Agreement and any provision of  another document contemplated by or delivered under or in connection with this Agreement,  including without limitation, any standard documentation entered into with respect to Bankers’  Acceptances, the relevant provision of this Agreement is to prevail.  Section 1.5 Currency  Unless otherwise specified, all amounts are stated in Canadian Dollars.  Section 1.6 Time  Time shall be of the essence in all provisions of this Agreement.  Section 1.7 Accounting Principles and Terms  Wherever in this Agreement reference is made to GAAP, such reference shall be deemed  to be to the recommendations at the relevant time of the Accounting Principles Board of the  American Institute of Certified Public Accountants, or any successor institute, applicable on a  consolidated basis (unless otherwise specifically provided or contemplated herein to be  





 






- 40 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  applicable on an unconsolidated basis as at the date on which such calculation is made or  required to be made in accordance with generally accepted accounting principles). Where the  character or amount of any asset or liability or item of revenue or expense or amount of equity is  required to be determined, or any consolidation or other accounting computation is required to be  made for the purpose of this Agreement or any other Document, such determination or  calculation shall, to the extent applicable and except as otherwise specified herein or as  otherwise agreed in writing by the Parties, be made in accordance with generally accepted  accounting principles applied on a consistent basis. In the event that any “Accounting Change”  (as defined below) shall occur and such change results in a change in the method of calculation  of the Financial Covenants, standards or terms of this Agreement, then the Borrowers and the  Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as  to reflect equitably such Accounting Changes with the desired result that the criteria for  evaluating the Borrowers’ financial condition shall be substantially the same after such  Accounting Changes as if such Accounting Changes had not been made. Until such time as such  an amendment shall have been executed and delivered by the Borrowers, the Administrative  Agent and the Required Lenders, all Financial Covenants, standards and terms in this Agreement  shall continue to be calculated or construed as if such Accounting Changes had not occurred.  “Accounting Changes” refers to changes in accounting principles required by the promulgation  of any rule, regulation, pronouncement or opinion by the Accounting Principles Board of the  American Institute of Certified Public Accountants including as a result of a conversion to  International Financial Reporting Standards, and in all events including changes which have  resulted from implementation and adoption of the International Financial Reporting Standards or  accounting standards for private or public enterprises to the extent required by the Financial  Accounting Standards Board and to the extent applicable to the Borrowers.  Section 1.8 Officer’s Certificate  If Master Borrower delivers an Officer’s Certificate in accordance with the provisions of  this Agreement or any other Loan Document, Administrative Agent has the right to request  details of the calculation of the Financial Covenants referenced therein (consistent with the  details provided in connection with a Compliance Certificate) and Master Borrower shall deliver  such information to Administrative Agent no later that 10 days after receipt of such request.  Administrative Agent may circulate the information received from Master Borrower pursuant to  this Section 1.8 to the Lenders.  Section 1.9 Headings and Table of Contents  The division of this Agreement into sections, the insertion of headings and the provision  of a table of contents are for convenience of reference only and are not to affect the construction  or interpretation of this Agreement.  Section 1.10 Time of Day  Unless otherwise specified, references to time of day or date mean the local time or date  in the City of Toronto, Province of Ontario.  





 






- 41 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Section 1.11 Governing Law  This Agreement shall be governed by, and construed in accordance with, the laws of the  Province of Ontario and the laws of Canada applicable in the Province of Ontario.  Section 1.12 Severability  If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any  jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:  (a) the legality, validity or enforceability of the remaining provisions of this Agreement; or (b) the legality, validity or enforceability of that provision in any other jurisdiction. Section 1.13 Schedules  The following Schedules are attached to and form part of this Agreement:  Schedule 1.1(1) – Accordion Agreement  Schedule 1.1(14) – Applicable Percentage  Schedule 1.1(16) – Assignment and Assumption  Schedule 1.1(24) – Branch of Account  Schedule 1.1(43) – Commitments  Schedule 1.1(46) – Compliance Certificate  Schedule 1.1(59) – Daily Rental Borrowing Base Certificate  Schedule 1.1(126) – Joinder Agreement  Schedule 1.1(163) – Officer’s Certificate  Schedule 1.1(186) – Revolving Borrowers  Schedule 1.1(188) – Revolving Borrowing Base Certificate  Schedule 1.1(215) – Used Vehicle Flooring Borrowing Base Certificate  Schedule 1.1(222) – Wholesale Flooring Borrowers  Schedule 1.1(232) – Wholesale Leasing Borrowing Base Certificate  Schedule 3.1(1)(a) – Notice of Requested Borrowing  Schedule 3.3(3)(b) – Letter of Credit Extension Request  Schedule 3.3(11) – Existing L/Cs  Schedule 3.4 – Conversion Option Notice  Schedule 5.6 – Notice of Repayment  Schedule 5.8 – Notice of Cancellation of Credit Facility  Schedule 9.1(8) – Owned Property  Schedule 9.1(9) – Real Property Leases  Schedule 9.1(11) – Location of Assets, Places of Business  Schedule 9.1(17) – Canadian Benefit and Pension Plans  Schedule 9.1(18) – Labour Matters  Schedule 9.1(20) – Corporate Organization  





 






 - 42 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    ARTICLE 2 - THE CREDIT FACILITIES  Section 2.1 Revolving Facility  (1) Establishment.  Subject to the terms and conditions hereof, the Lenders hereby establish in favour of  Revolving Borrowers a committed revolving term credit facility (the “Revolving  Facility”) in an aggregate amount of up to the Revolving Limit.  (2) Purpose.  The Revolving Facility may be used by Revolving Borrowers to finance their working  capital and otherwise for general corporate purposes of Revolving Borrowers.  (3) Availability and Maximum Advances.  (a) The Revolving Facility is available to Revolving Borrowers by way of the  following:  (i) Prime Loans;  (ii) CDOR Loans; and/or  (iii) Letters of Credit up to an aggregate face amount not exceeding at any time  the L/C Sublimit.  (b) Borrowings under Revolving Facility are not to exceed the Revolving Limit.  (4) Revolving Nature.  The principal amount of any Borrowing under the Revolving Facility that is repaid may  be reborrowed from time to time, if Revolving Borrowers are otherwise entitled to a  Borrowing under the Revolving Facility.  On the Final Maturity Date, the Commitments  under the Revolving Facility shall be automatically cancelled and all Obligations under  the Revolving Facility shall become immediately due and payable.  (5) Repayments.  In addition to the mandatory repayments required pursuant to Section 5.4(a), Revolving  Borrowers shall repay to the Lenders all outstanding Obligations in respect of the  Revolving Facility by way of:  (a) one principal repayment in the amount of all outstanding Borrowings under the  Revolving Facility due on the Final Maturity Date; and  (b) payments of accrued interest due and payable monthly in arrears on each Interest   Payment Date and on the Final Maturity Date,  until all outstanding Obligations under the Revolving Facility owing to the Lenders have  been repaid and satisfied in full. Revolving Borrowers shall ensure that all Letters of  





 






 - 43 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Credit issued under the Revolving Facility shall mature on or prior to the Final Maturity  Date. Revolving Borrowers may repay amounts borrowed under the Revolving Facility at  any time without penalty prior to the Final Maturity Date.  (6) Revolving Swing Line Loans  (a) Subject to payment of applicable fees and charges of the Swing Line Lender, and  the terms and  conditions set out in this Section 2.1, the Swing Line Lender shall  provide Revolving Borrowers with Canadian Dollar netting or zero balance  accounts at the main branch of the Swing Line Lender (or at such other branch of  the Swing Line Lender as may be agreed upon by the Swing Line Lender and  Master Borrower from time to time).  At any time that Revolving Borrowers  would be entitled to obtain Loans under the Revolving Facility, Revolving  Borrowers shall be entitled to obtain Loans from the Swingline Lender (including  by way of overdraft), draw cheques or request wire transfers or other debit  transactions in Canadian Dollars on their Canadian Dollar accounts respectively at  the Swing Line Lender. The amount of any overdraft in such zero netting or zero  balance accounts of Revolving Borrowers at the end of each Business Day,  subject to appropriate adjustments, shall be deemed to be a CDOR Loan in the  case of such Canadian Dollar accounts outstanding to Revolving Borrowers from  the Swing Line Lender (each, a “Revolving Swing Line Loan”). The credit  balance in such netting or zero balance accounts at the end of each Business Day,  subject to appropriate adjustments, shall be applied by the Swing Line Lender as a  repayment of outstanding Revolving Swing Line Loans and such netting or zero  balance accounts shall be reduced accordingly.  (b) If, on any Business Day, either (i) the aggregate amount of all outstanding  Revolving Swing Line Loans exceeds the Revolving Swing Line Limit, or (ii) the  Swing Line Lender providing its Applicable Percentage of a requested Borrowing  under the Revolving Facility would, when combined with the amount of all  outstanding Revolving Swing Line Loans, cause the Swing Line Lender’s  Applicable Percentage of the Revolving Limit to be exceeded, then the Swing  Line Lender may deliver a written notice to the Administrative Agent and each of  the Lenders and Revolving Borrowers requiring repayment of that portion of the  Revolving Swing Line Loans which will reduce the outstanding balance of all  Revolving Swing Line Loans to an amount less than the Revolving Swing Line   Limit (or will permit the Swing Line Lender to make its Applicable Percentage of  the requested Borrowings under the Revolving Facility, as applicable). Upon  delivery of such written notice, Revolving Borrowers shall be deemed to have  given at such time an notice to the Administrative Agent requesting CDOR Loans  under the Revolving Facility in an aggregate amount equal to the repayment  amount specified by the Swing Line Lender and, for greater certainty, the required  number of Business Days’ notice and the minimum amount of the Loans shall not  be applicable to such CDOR Loans. If the aggregate principal amount of all such  requested Loans and all Borrowings outstanding under the Revolving Facility  would not exceed the Revolving Limit at such time, and if no Default or Event of  Default is then continuing, then the Lenders shall make such requested Loans  based upon each Lender’s Applicable Percentage thereof on the same Business  Day (if such written notice was given by 11:00 a.m. (Eastern Standard Time) on  





 






 - 44 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    such Business Day) or on the next Business Day (if such written notice was given  after 11:00 a.m. (Eastern Standard Time) on such Business Day) and the  Administrative Agent shall apply the proceeds thereof in reduction of the  Revolving Swing Line Loans then outstanding. The Administrative Agent shall  promptly notify Master Borrower of any such Loans made and Master Borrower  agrees to accept each such Loans and hereby irrevocably authorizes and directs  the Administrative Agent to apply the proceeds thereof in payment of the  Revolving Swing Line Loans as aforesaid.  (c) If and to the extent that Loans under the Revolving Facility cannot be made when  required under Section 2.1(6)(b) as a result of there not being enough undrawn  availability remaining under the Revolving Facility Limit or by reason of an  Event of Default having occurred and being continuing, each of the Lenders  agrees that it will purchase from the Swing Line Lender, and the Swing Line  Lender shall sell to the Lenders, for cash, at par, without representation or  warranty from or recourse against the Swing Line Lender (and irrespective of  whether any condition precedent to a Loan has been satisfied or any Default or  Event of Default has occurred and is continuing) an interest in such of the  Revolving Swing Line Loans outstanding from the Swing Line Lender so that,  after the completion of such purchases and sales, all Loans outstanding under the  Revolving Facility (including Revolving Swing Line Loans) are outstanding  rateably from the Lenders in accordance with their Applicable Percentage of the  Revolving Limit of the Lenders. The intention of this Section 2.1(6)(c) is that  when all purchases and sales required hereby have been completed, the  outstanding Loans under the Revolving Facility will be outstanding rateably from  the Lenders in  accordance with their Applicable Percentage of the Revolving  Limit. The Administrative Agent, upon consultation with the Lenders, shall have  the power to settle any documentation required to evidence any such purchase and  sale and, if deemed advisable by the Administrative Agent, to execute any  document as attorney for any Lender in order to complete such purchase and sale.  The Borrowers and the Lenders acknowledge that the foregoing arrangements are  to be settled by the Lenders among themselves and the Borrowers expressly   consent to the foregoing arrangements among the Lenders.  (d) Upon the occurrence and during the continuance of an Event of Default, no  Revolving Swing Line Loans shall be made without the consent of the Required  Lenders.  (e) Each of the Lenders shall indemnify and save harmless the Swing Line Lender on  a rateable basis based on such Lender’s Applicable Percentage of the Revolving  Limit of the Lenders against all liabilities, obligations, losses, damages, penalties,  actions, judgments, suits, costs, expenses, payments or disbursements of any kind  or nature whatsoever which may be imposed on, incurred by or asserted against  the Swing Line Lender in  any way related to or arising out of any Revolving  Swing Line Loan made by the Swing Line Lender (except for any such liabilities  resulting from the gross negligence or wilful misconduct of the Swing Line  Lender), other than solely related to or arising out of cash management services  provided by the Swing Line Lender.  





 






- 45 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (7) Proportionate Share Calculation – Revolving Facility Notwithstanding any other provision of this Agreement, having regard to the provision of Section 2.1 that no Borrowings of a Lender under the Revolving Facility  shall exceed its Applicable Percentage of the Revolving Limit, and that the Swing Line Lender’s Commitment under the  Revolving Facility includes the full amount of the Revolving Swing Line Limit, the Administrative Agent may, at its sole discretion, adjust the amount of each Lender’s Applicable Percentage of Borrowings under the Revolving Facility to reflect as closely as practicable the respective Applicable Percentage of each Lender after giving effect to the initial allocation of the full amount of the Revolving Swing Line Limit to the Swing Line Lender’s Revolving Facility Commitment, and may readjust any such amounts as it may reasonably determine following any notice requiring repayment of the Revolving Swing Line Loans  pursuant to Section 2.1(6)(b). Section 2.2 Wholesale Flooring Facility  (1) Establishment. Subject to the terms and conditions hereof, the Lenders hereby establish in favour of Wholesale Flooring Borrowers a demand revolving new vehicle wholesale flooring financing credit facility (the “Wholesale Flooring Facility”) in a maximum amount principal amount not to exceed the Wholesale Flooring Facility Limit. (2) Purpose. Borrowings under the Wholesale Flooring Facility shall be used by the applicable Wholesale Flooring Borrower to finance the purchase of New Motor Vehicles in which the Administrative Agent has a perfected first priority Lien. (3) Availability and Maximum Advances. (a) Subject to the terms and conditions hereof, Wholesale Flooring Borrowers may obtain Borrowings for New Motor Vehicles (including qualifying CAP Vehicles and Program Vehicles in accordance with the definition of “New Motor Vehicles”) under the Wholesale Flooring Facility by way of the following: (i) Prime Loans; and (ii) CDOR Loans, in all cases, secured by inter alia conditional sale contracts assigned by  manufacturers in a form satisfactory to the Administrative Agent.  (b) Any Borrowing under Wholesale Flooring Facility is not to exceed the manufacturer’s / auction invoice amount plus the amount of GST/HST in respect of the New Motor Vehicle financed by such Borrowing, provided that GST/HST will not be financed for Dealer Trades. The Administrative Agent must be provided with Wholesale Flooring Borrowers’ purchase documentation for all CAP Vehicles and Program Vehicles which is to include the make, model, year, serial number and odometer reading, within five (5) Business Days of the date of 





 






- 46 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  the Borrowing, or such other timeframe as determined by the Administrative  Agent, acting reasonably.  (4) Revolving Nature. The principal amount of any Borrowings under the Wholesale Flooring Facility that is repaid may be reborrowed from time to time if Wholesale Flooring Borrowers are otherwise entitled to a Borrowing under the Wholesale Flooring Facility. (5) Repayment of Wholesale Flooring Facility Subject to Section 2.2(6), Wholesale Flooring Borrowers shall repay to the Lenders all outstanding Obligations in respect of Wholesale Flooring Facility on demand in accordance with Section 11.3, and otherwise shall: (a) make payments of accrued interest due and payable monthly in arrears on each Interest Payment Date; (b) in accordance with the terms of any Delayed Payment Privilege Program; and (c) repay or pay, as the case may be, to the Administrative Agent, on behalf of the Lenders, any Borrowings under the Wholesale Flooring Facility and all related Obligations on the earlier of: (i) within two (2) Business Days after the date of the sale of a New Motor Vehicle (the original purchase of which was financed by a Borrowing to the applicable Wholesale Flooring Borrower under the Wholesale Flooring Facility) if customer paid by cash, cheque, electronic funds transfer or credit card, (ii) within ten (10) Business Days after the date of the sale of a New Motor Vehicle (the original purchase of which was financed by a Loan to the applicable Wholesale Flooring Borrower under the Wholesale Flooring Facility) if such sale is pursuant to a Contract in Transit or otherwise (subject to paragraph (c)(i)), (iii) the date of demand by the Administrative Agent pursuant to Section 11.3, (iv) the Final Maturity Date, and (v) the month-end following the maturity date of the loan term as follows: Type of Vehicle Loan Term  New & CAP Vehicles 15 months  Program Vehicles 180 days  





 






- 47 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Wholesale Flooring Borrowers may repay amounts borrowed under the Wholesale  Flooring Facility at any time without penalty prior to the Final Maturity Date.  (6) Wholesale Flooring Swing Line Loans (a) Subject to the terms and conditions of this Agreement, the Swing Line Lender shall make swing line loans (“Wholesale Flooring Swing Line Loans”) to Wholesale Flooring Borrowers on a revolving credit basis during the period from the Closing Date to but not including the Final Maturity Date; provided that, (a) the aggregate outstanding principal balance of the Wholesale Flooring  Swing Line Loans shall not at any time exceed the Wholesale Flooring Swing Line Limit; and (b) the outstanding principal balance of all Wholesale Flooring Loans made by all Lenders plus the outstanding principal balance of all Wholesale Flooring Swing Line Loans, shall not at any time exceed the Wholesale Flooring Facility Limit. Subject to the terms and conditions hereof, Wholesale Flooring Borrowers may borrow, prepay and reborrow Wholesale Flooring Swing Line Loans. (b) The Lenders shall, upon notice from the Administrative Agent (in accordance with instructions from the Swing Line Lender), make a Wholesale Flooring Loan to Wholesale Flooring Borrowers in an amount determined by the Swing Line Lender in its sole discretion, provided that such amounts shall not exceed each Lender’s Applicable Percentage in respect of Wholesale Flooring Facility. The proceeds of the Wholesale Flooring Loans shall be deposited by the Administrative Agent to the applicable Wholesale Flooring Swing Line Account to be applied against the outstanding Wholesale Flooring Swing Line Loans. (c) If an Event of Default or Demand has occurred, the Administrative Agent will notify the other Lenders of the requirement for a Wholesale Flooring Loan to be made available by each of them in an amount determined by the Administrative Agent, provided that such amounts shall not exceed each Lender’s Applicable Percentage in respect of Wholesale Flooring Facility.  The proceeds of the Wholesale Flooring Loans shall be deposited by the Administrative Agent to the applicable Wholesale Flooring Swing Line Account to be applied against all of the outstanding Wholesale Flooring Swing Line Loans. (d) All payments of principal, interest, fees and other amounts relating to Wholesale Flooring Swing Line Loans shall be made solely to the Swing Line Lender. (e) Each Lender agrees to indemnify the Swing Line Lender (to the extent not reimbursed by the Borrowers), rateably according to its Applicable Percentage in respect of Wholesale Flooring Facility from and against any and all losses and claims of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Swing Line Lender in any way relating to or arising out of any Wholesale Flooring Swing Line Loan made under this Section 2.2(6), provided that no Lender shall be liable for any portion of such losses or claims resulting from the Swing Line Lender’s gross negligence or wilful misconduct. 





 






- 48 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Section 2.3 Used Vehicle Flooring Facility  (1) Establishment. Subject to the terms and conditions hereof, the Lenders hereby establish in favour of Used Vehicle Flooring Borrower a committed revolving used vehicle flooring financing credit facility (“Used Vehicle Flooring Facility”) in the maximum amount of the Used Vehicle Flooring Facility Limit. (2) Purpose. The Borrowings obtained under Used Vehicle Flooring Facility shall be used by Used Vehicle Flooring Borrower to finance the purchase of Used Motor Vehicles for sale domestically and export to the United States of America (subject to the limitations and criteria set out in the definition of Eligible Used Motor Vehicles). (3) Availability and Maximum Amount. (a) Subject to the terms and conditions hereof, Used Vehicle Flooring Borrower may obtain Borrowings for Used Motor Vehicles under the Used Vehicle Flooring Facility by way of the following: (i) Prime Loans; and (ii) CDOR Loans. (b) Borrowings under Used Vehicle Flooring Facility for any Used Motor Vehicle is not to exceed the lesser of Used Vehicle Flooring Borrowing Base and Used Vehicle Flooring Facility Limit. (c) The aggregate outstanding Borrowing under the Used Vehicle Flooring Facility used to finance the purchase of any US Export Used Vehicles shall at no time exceed $1,000,000. (4) Revolving Nature. The principal amount of any Borrowings under the Used Vehicle Flooring Facility that is repaid may be reborrowed from time to time if Used Vehicle Flooring Borrower is otherwise entitled to a Borrowing under the Used Vehicle Flooring Facility. (5) Repayment of Used Vehicle Flooring Facility. The Used Vehicle Flooring Facility shall be repaid on the Final Maturity Date.  Used Vehicle Flooring Borrower may repay amounts borrowed under the Used Vehicle Flooring Facility at any time without penalty prior to the Final Maturity Date. (6) Used Vehicle Flooring Swing Line Loans (a) Subject to the terms and conditions of this Agreement, the Swing Line Lender shall make swing line loans (“Used Vehicle Flooring Swing Line Loans”) to Used Vehicle Flooring Borrower on a revolving credit basis during the period from the Closing Date to but not including the Final Maturity Date; provided that, (a) the aggregate outstanding principal balance of the Used Vehicle Flooring Swing Line Loans shall not at any time exceed the Used Vehicle Flooring Swing Line Limit; and (b) the outstanding principal balance of all Used Vehicle Flooring Loans made by all Lenders plus the outstanding principal balance of all Used Vehicle Flooring Swing Line Loans, shall not at any time exceed the lesser of the 





 






 - 49 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    (i) Used Vehicle Flooring Facility Limit, and (ii) Used Vehicle Flooring  Borrowing Base (the “Used Vehicle Flooring Maximum Amount”).  If at any  time the sum of the aggregate outstanding Used Vehicle Flooring Loans and Used  Vehicle Flooring Swing Line Loans exceed the Used Vehicle Flooring Maximum  Amount, Used Vehicle Flooring Borrower shall repay an amount equal to 100%  of such excess. Subject to the terms and conditions hereof, Used Vehicle Flooring  Borrower may borrow, prepay and reborrow Used Vehicle Flooring Swing Line  Loans.  (b) The Lenders shall, upon notice from the Administrative Agent (in accordance  with instructions from the Swing Line Lender), make a Used Vehicle Flooring  Loan to Used Vehicle Flooring Borrower in an amount determined by the Swing  Line Lender in its sole discretion, provided that such amounts shall not exceed  each Lender’s Applicable Percentage in respect of Used Vehicle Flooring  Facility. The proceeds of the Used Vehicle Flooring Loans shall be deposited by  the Administrative Agent to the applicable Used Vehicle Flooring Swing Line  Account to be applied against the outstanding Used Vehicle Flooring Swing Line  Loans.  (c) If an Event of Default has occurred, the Administrative Agent will notify the other  Lenders of the requirement for a Used Vehicle Flooring Loan to be made  available by each of them in an amount determined by the Administrative Agent,  provided that such amounts shall not exceed each Lender’s Applicable Percentage  in respect of Used Vehicle Flooring Facility.  The proceeds of the Used Vehicle  Flooring Loans shall be deposited by the Administrative Agent to the applicable  Used Vehicle Flooring Swing Line Account to be applied against all of the  outstanding Used Vehicle Swing Line Loans.  (d) All payments of principal, interest, fees and other amounts relating to Used  Vehicle Flooring Swing Line Loans shall be made solely to the Swing Line  Lender.  (e) Each Lender agrees to indemnify the Swing Line Lender (to the extent not  reimbursed by the Borrowers), rateably according to its Applicable Percentage in  respect of Used Vehicle Flooring Facility from and against any and all losses and  claims of any kind or nature whatsoever which may be imposed on, incurred by,  or asserted against the Swing Line Lender in any way relating to or arising out of  any Used Vehicle Flooring Swing Line Loan made under this Section 2.3(6),  provided that no Lender shall be liable for any portion of such losses or claims  resulting from the Swing Line Lender’s gross negligence or wilful misconduct.   Section 2.4 Wholesale Leasing Facility  (1) Establishment. Subject to the terms and conditions hereof, the Lenders hereby establish  in favour of Wholesale Leasing Borrower a committed wholesale lease revolving credit facility  (“Wholesale Leasing Facility”) in the maximum amount of the Wholesale Leasing Limit.  





 






 - 50 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    (2) Purpose. The Borrowings obtained under Wholesale Leasing Facility shall be used by  Wholesale Leasing Borrower for the wholesale lease financing of Leased Units and Finance  Contracts.  (3) Availability and Maximum Advances.  (a) Subject to the terms and conditions hereof, Wholesale Leasing Borrower may  obtain Borrowings for under the Wholesale Leasing Facility by way of the  following:  (i) Prime Loans; and  (ii) CDOR Loans.  (b) Borrowings under Wholesale Leasing Facility is not to exceed the lesser of the  Wholesale Leasing Borrowing Base and Wholesale Leasing Limit.  (4) Revolving Nature. The principal amount of any Borrowings under the Wholesale  Leasing Facility that is repaid may be reborrowed from time to time if Wholesale Leasing  Borrower is otherwise entitled to a Borrowing under the Wholesale Leasing Facility.  (5) Repayment of Wholesale Leasing Facility.  Wholesale Leasing Borrower shall repay to  the Administrative Agent all outstanding obligations in respect of the Wholesale Leasing Facility  (including, without limitation, all outstanding Wholesale Leasing Facility Loans together with all  accrued interest thereon) on the Final Maturity Date; provided that, any Wholesale Leasing Loan  against a Leased Unit which has been returned from lease (whether during or at the end of the  lease term) is to be removed from the Wholesale Lease Management Report on the date the unit  is sold, or in any event, by no later than thirty (30) days from the date the unit was returned from  lease and the Wholesale Leasing Loan is to be repaid on such date. Wholesale Leasing Borrower  may repay amounts borrowed under the Wholesale Leasing Facility at any time without penalty  prior to the Final Maturity Date.  Section 2.5 Daily Rental Facility  (1) Establishment. Subject to the terms and conditions hereof, the Lenders hereby establish  in favour of Daily Rental Borrower a committed daily rental revolving credit facility (“Daily  Rental Facility”) in the maximum amount of the Daily Rental Limit.  (2) Purpose. The Borrowings obtained under Daily Rental Facility shall be used by Daily  Rental Borrower to finance Eligible Daily Rental Leases.  (3) Availability and Maximum Advances.  (a) Subject to the terms and conditions hereof, Daily Rental Borrower may obtain  Borrowings for under the Wholesale Leasing Facility by way of the following:  (i) Prime Loans; and  (ii) CDOR Loans.  





 






- 51 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (b) Borrowings under Daily Rental Facility is not to exceed the lesser of the Daily Rental Borrowing Base and Daily Rental Limit. (4) Revolving Nature. The principal amount of any Borrowings under the Daily Rental Facility that is repaid may be reborrowed from time to time if Daily Rental Borrower is otherwise entitled to a Borrowing under the Daily Rental Facility. (5) Repayment of Daily Rental Facility.  Daily Rental Borrower shall repay to the Administrative Agent all outstanding obligations in respect of the Daily Rental Facility (including, without limitation, all outstanding Daily Rental Loans together with all accrued interest thereon) on the Final Maturity Date. Daily Rental Borrower may repay amounts borrowed under the Daily Rental Facility at any time without penalty prior to the Final Maturity Date. Section 2.6 Accordion Feature  (a) Master Borrower, from time to time, by notice to the Administrative Agent (an “Accordion Notice”), may request that: (i) the Commitment of any one or more of the Committed Facilities be increased by an aggregate amount of up to $200,000,000 (in the aggregate for all Accordion Notices and all Committed Facilities) and that each Lender participate in such increase in accordance with their respective Applicable Percentage in respect of which the Accordion Notice has been received, and the Administrative Agent shall promptly provide such Accordion Notice to all Lenders in accordance with Section 2.6; and (ii) the Commitment of the Wholesale Flooring Facility be increased, provided that, the aggregate amount of all such increases does not exceed $200,000,000 and that each Lender participate in such increase in accordance with their respective Applicable Percentage in respect of which the Accordion Notice has been received, and the Administrative Agent shall promptly provide such Accordion Notice to all Lenders in accordance with Section 2.6, provided that, any accordion increases requested will be granted at the sole  discretion of each of the Lenders (including, without limitation, subject to a  Lender obtaining the necessary internal credit approval).  (b) Each existing Lender shall, within fifteen (15) Business Days of receipt of such Accordion Notice by the Administrative Agent, notify the Administrative Agent in writing whether it agrees to increase the applicable Credit Facility Limit by an amount equal to its Applicable Percentage of the requested increase (but in no way shall any existing Lender be obliged to do so). If such notification is not received from a Lender within such fifteen (15) Business Day period, then such Lender will be deemed not to have agreed to participate in the increase. Each consenting Lender’s portion of the applicable Credit Facility Limit shall be so increased in accordance with the provisions of this Section 2.6 as of the sixteenth (16th) Business Day after the receipt by the Administrative Agent of the 





 






- 52 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Accordion Notice and Schedule 1.1(42) hereto shall be deemed to be amended  accordingly.  (c) In the event that fifteen (15) Business Days after Master Borrower’s delivery of an Accordion Notice to the Administrative Agent no existing Lender agrees to become an Accordion Lender or the amount by which the existing Lenders that agree to become Accordion Lenders are willing to increase the applicable Credit Facility Limit is not sufficient, in the aggregate, to accommodate the requested increase in the applicable Credit Facility Limit, then subject to the provisions of this Section 2.6 a lender other than an existing Lender may, within the twenty (20) Business Day period following such fifteen (15) Business Days, become an Accordion Lender. Upon delivery to the Administrative Agent and the Lenders of an Accordion Agreement executed by Master Borrower and a proposed Accordion Lender that is acceptable to the Administrative Agent, the Lenders and Master Borrower, acting reasonably, the Lenders shall promptly execute and deliver such Accordion Agreement whereupon (a) this Agreement and each other Loan Document shall, henceforth be read and construed as if such Accordion Lender were party to this Agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the applicable Credit Facility that the Accordion Lender has agreed to accept and all references to any Lenders in any Loan Document shall (to the extent the context so admits) be construed accordingly and (b) Schedule 1.1(42) hereto shall be deemed to be amended to add the amount of the Credit Facility Limit of such Accordion Lender.  Borrowers shall be responsible for all reasonable fees, costs and expenses relating to the adding of any new Accordion Lender.  For greater certainty, Borrowers shall not have the right to replace any existing Lender pursuant to Section 4.12(2) solely on the basis that such Lender decides not to become an Accordion Lender pursuant to this Section 2.6. (d) No increase in any Credit Facility Limit in accordance with this Section 2.6 shall be permitted at any time that a Default or Event of Default has occurred and is continuing. (e) The Administrative Agent, the Borrowers, and the Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of the Commitments pursuant to this Section 2.6. Section 2.7 Reallocation of Commitments  (a) Subject to the provisions of this Section 2.7 and so long as no Event of Default has occurred and is continuing or will exist after giving effect thereto, Master Borrower may from time to time request a reallocation of all or part of any unused portion of the Committed Facility Limits as follows: (i) the Revolving Limit to the Used Vehicle Flooring Facility Limit and/or the  Wholesale Leasing Limit, (ii) the Used Vehicle Flooring Facility Limit to the Revolving Limit and/or the Wholesale Leasing Limit, (iii) the Wholesale Leasing Limit to the Revolving Limit and/or the  Used Vehicle Leasing Limit, or (iv) the Daily Rental Limit to 





 






- 53 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  the Revolving Limit, the  Used Vehicle Leasing Limit and/or the Wholesale  Leasing Limit (each a “Reallocation”).  (b) Master Borrower may request a Reallocation no more frequently than once in any Fiscal Quarter (unless otherwise approved by the Administrative Agent and the Required Lenders in their sole discretion). If Master Borrower wish to request a Reallocation, Master Borrower shall give the Administrative Agent irrevocable written notice thereof in such form as is acceptable to the Agent (a “Reallocation Request”) no later than 11:00 a.m. (Eastern Time) at least two (2) Business Days prior to the requested effective date of the Reallocation.  The Administrative Agent will promptly notify Master Borrower and the Lenders of the effective date of any Reallocation and the amount of the new Commitments for each Lender and Schedule 1.1(42) hereto shall be deemed to be amended accordingly. (c) Following any Reallocation, (i) the aggregate Committed Facility Limits shall not change; (ii) the aggregate Used Vehicle Flooring Facility Limit (A) shall not be more than 40% of the amount of the aggregate Committed Facility Limits at the time of such Reallocation, and (B) shall not be less than the then outstanding principal balance of the Used Vehicle Flooring Loans and the Used Vehicle Flooring Swing Line Loans; (iii) the aggregate Revolving Limit (A) shall not be more than 40% of the amount of the aggregate Committed Facility Limits at the time of such Reallocation, and (B) shall not be less than the then outstanding principal balance of the Revolving  Loans and Revolving Swing Line Loans plus any L/C Exposure and unpaid L/C Disbursements; (iv) the aggregate Wholesale Leasing Flooring Limit (A) shall not be more than 90% of the amount of the aggregate Committed Facility Limits at the time of such Reallocation, and (B) shall not be less than the then outstanding principal balance of the Wholesale Leasing Loans; and (v) the Daily Rental Limit shall not be less than the then outstanding principal balance of the Daily Rental Loans. (d) All Reallocations shall be made pro rata among the Lenders according to their respective Applicable Percentage of the applicable Credit Facilities. (e) In connection with a Reallocation (a) the Wholesale Flooring Facility Limit, the Revolving Swing Line Limit, the L/C Sublimit and the Used Vehicle Flooring Swing Line Limit shall not be increased, (b) the Used Vehicle Flooring Swing Line Limit shall not be reduced unless the Used Vehicle Flooring Facility Limit is reduced to less than the amount of the Used Vehicle Flooring Swing Line Limit, (c) the Revolving Swing Line Limit and the L/C Sublimit shall not be reduced unless the Revolving Limit is reduced to less than the amount of the Revolving Swing Line Limit and L/C Sublimit, as applicable. (f) Following any Reallocation, the Revolving Limit, the Used Vehicle Flooring Facility Limit, the Wholesale Leasing Limit and the Daily Rental Limit and the updated Commitment amounts of each Lender based on their respective Applicable Percentages shall be noted in the Administrative Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Administrative Agent to record such information shall not affect or limit the obligations of the Borrowers hereunder. 





 






 - 54 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Section 2.8 Obligations of the Lenders and the Administrative Agent  (1) Applicable Percentage.  Subject to the provisions of this Agreement, each Lender agrees  to make available its Applicable Percentage of each Borrowing under each Credit Facility (or  Rollover or Conversion thereof) to the Borrowers.  No Lender or the L/C Issuer shall be  responsible for the Applicable Percentage of the Wholesale Flooring Facility or Commitment of  any other Lender.  The failure of a Lender or the L/C Issuer to make available a Borrowing (or  Rollover or Conversion thereof) in accordance with its obligations under this Agreement shall  not release any other Lender from its obligations.  Notwithstanding anything to the contrary in  this Agreement, no Lender shall be obligated to make Borrowings available to the Borrowers in  excess of its Commitment and the L/C Issuer shall not be obligated to issue any L/C in excess of  the L/C Sublimit.  (2) Separate Obligation.  The obligation of each Lender to make its Commitment available  to the Borrowers is a separate obligation between each Lender and the Borrowers, and that  obligation is not the several or joint and several obligation of any other Lender or the L/C Issuer.  ARTICLE 3- BORROWING PROCEDURES  Section 3.1 General  (1) Notice of Borrowing.  (a) To request a Borrowing under any Credit Facility (other than (i) Prime Loans  from the Swing Line Lender under an applicable Credit Facility which may be  obtained by way of overdraft without notice, (ii) CDOR Loans from the Swing  Line Lender under an applicable Credit Facility which may be obtained upon one  (1) Business Day prior written notice to the Swing Line Lender, and (iii) the  Wholesale Flooring Facility), the applicable Borrowers shall give to the  Administrative Agent written notice substantially in the form attached as  Schedule 3.1(1)(a) , indicating the amount of the requested Borrowing, at or  before the time set out below opposite the type of Borrowing that such Borrowers  wish to request.  Type of  Borrowing  Time of Notice  Prime Loans Before 11:00 a.m. (8 a.m. Pacific Standard Time) one (1)   Business Day(s) prior to the Drawdown Date  CDOR Loans Before 11:00 a.m. (8 a.m. Pacific Standard Time) two (2)   Business Day prior to the Drawdown Date   Letters of Credit Before 11:00 a.m. (8 a.m. Pacific Standard Time) five (5)   Business Day(s) prior to the Issuance Date    Each notice given in respect of a Loan by way of Prime Loan or CDOR Loan shall  indicate the amount of the required Loan, the relevant Credit Facility under which such  Loan is made and the date funds are required.  Each notice given in respect of a  





 






- 55 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Borrowing by way of Letters of Credit shall indicate the amount of the Letter of Credit to  be issued, the applicable Contract Period, the beneficiary, the terms of draw under the  requested Letter of Credit and all other relevant information.  In connection with any  request for the issuance Letters of Credit, the applicable Borrower shall execute an  “Agreement for Application of Irrevocable Standby Letter of Credit / Letter of  Guarantee” in form satisfactory to L/C Issuer.  (b) For Borrowings pursuant to the Wholesale Flooring Facility, the applicable Wholesale Flooring Borrower shall submit an electronic request through the Administrative Agent’s “Scotia Dealer Link Service” or such other electronic portal approved by the Administrative Agent , no later that 6:00 pm (4:00 pm Mountain Standard Time) on the requested date of such Borrower.  No later than five (5) days of any such request, the applicable Borrower shall deliver to the Administrative Agent all purchase documentation (including any conditional sales contract) in respect of New Motor Vehicles which shall include the model, year, serial number and odometer reading of the New Motor Vehicles to be financed by such Borrowing. (c) No Borrowing under any of Credit Facilities shall have a term or Contract Period that extends beyond the applicable Final Maturity Date.  Borrowings by way of Prime Loans (other than from the Swing Line Lender) shall be in a minimum amount of $1,000,000 and multiples of $100,000.  Borrowings by way of CDOR Loans (other than from the Swing Line Lender) shall be in a minimum amount of $1,000,000 and multiples of $100,000. (2) Limits.  Notwithstanding any other term of this Agreement, the Borrowers shall not request from the Administrative Agent a Borrowing if, on the day notice of the Borrowing is given pursuant to Section 3.1(1), after giving effect to the Borrowing, (a) the principal amount of all Borrowings outstanding under the Revolving Facility would exceed the lesser of the Revolving Facility Limit and the Revolving Borrowing Base, (b) the principal amount of all Borrowings outstanding under the Wholesale Flooring Facility would exceed the Wholesale Flooring Facility Limit, (c) the principal amount of all Borrowings outstanding under the Used Vehicle Flooring Facility would exceed the lesser of the Used Vehicle Flooring Facility Limit and the Used Flooring Borrowing Base, (d) the principal amount of all Borrowings outstanding under the Wholesale Leasing Facility would exceed the lesser of the Wholesale Leasing Limit and the Wholesale Leasing Borrowing Base, and (e) the principal amount of all Borrowings outstanding under the Daily Rental Facility would exceed the lesser of the Daily Rental Limit and the Daily Rental Facility Borrowing Base. Notwithstanding anything to the contrary in this Agreement, no Lender shall be obligated  to make Borrowings available to the Borrowers in excess of its Applicable Percentage of  





 






 - 56 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    the applicable Credit Facility Limit or its Commitment and the L/C Issuer shall not be  obligated to issue any L/C that would result in the L/C Sublimit being exceeded.  (3) Administrative Agent Determination. Each determination by the Administrative Agent  of the Prime Rate and the CDOR Rate shall, in the absence of manifest error, be final, conclusive  and binding on the Borrowers and the Lenders.  Section 3.2 CDOR Loans  (1) CDOR Rate. On each Drawdown Date, Rollover Date or Conversion Date on which any  CDOR Loan is to be made, the Administrative Agent shall advise Master Borrower as to its  determination of the CDOR Rate applicable to such CDOR Loan.  (2) CDOR Loans Rollover.  If, on the expiry of the Contract Period of a CDOR Loan, the  applicable Borrower(s) has not elected to convert the CDOR Loan into another type of Loan in  accordance with the conversion provisions set out in Section 3.4, then the applicable Borrower(s)  shall be deemed to have provided the Administrative Agent notice to issue  a new CDOR Loan  to replace such maturing CDOR Loan with the same Contract Period as such maturing CDOR  Loan. If a Default or an Event of Default has occurred and is continuing on the last day of the  Contract Period, the Obligations of the applicable Borrower(s) in respect of the maturing CDOR  Loan shall be deemed to have been converted into a Prime Loan as of the last day of the Contract  Period thereof in an amount equal to the aggregate amount of the expiring CDOR Loans.  (3) Circumstances Making CDOR Loans Unavailable. If the Administrative Agent  determines, which determination shall be final, conclusive and binding upon the Borrowers, and  notifies Master Borrower that adequate and reasonable means do not exist for ascertaining the  CDOR Rate, then:  (a) the right of any Borrower to request a Borrowing by means of CDOR Loans shall  be suspended until the Administrative Agent determines that the circumstances  causing such suspension no longer exist and the Administrative Agent so notifies  Master Borrower; and  (b) a Borrower may revoke any pending request for a Borrowing of, Conversion to or  Rollover of CDOR Loans or, failing that, will be deemed to have converted such  request into a request for a Borrowing of a Prime Loan in the amount specified  therein.  The Administrative Agent shall promptly notify Master Borrower of the suspension of a  Borrower’s right to request a Borrowing by means of CDOR Loans and of the  termination of any such suspension.  (4) CDOR Discontinuance. If the Administrative Agent determines in good faith, which  determination is final, conclusive and binding upon the Borrowers, that:  (a) adequate and reasonable means do not exist for ascertaining the CDOR Rate,  including because the Refinitiv Screen CDOR Page is not available or published  on a current basis for the applicable period and such circumstances are unlikely to  be temporary;  





 






- 57 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (b) the administrator of the CDOR Rate or a Governmental Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (c) a Governmental Authority having jurisdiction over the Administrative Agent or a Lender has made a public statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in subsection (b) above and in this subsection (c) a “CDOR Scheduled Unavailability Date”); or (d) Canadian Dollar denominated syndicated loans currently being executed, or that include language similar to that contained in this Section 3.2(4), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the CDOR Rate, then reasonably promptly after such determination the Administrative Agent shall notify  Master Borrower of such determination and the Administrative Agent (with the consent  of the Required Lenders) and Master Borrower may mutually agree upon a successor  rate, and the Administrative Agent and Master Borrower may amend this Agreement to  replace the CDOR Rate with an alternate benchmark rate (including any mathematical or  other adjustments to the benchmark (if any) incorporated therein), giving due  consideration to any evolving or then existing convention for similar Canadian Dollar  denominated syndicated credit facilities for such alternative benchmarks (any such  proposed rate, a “CDOR Successor Rate”), together with any proposed CDOR  Successor Rate conforming changes.  If no CDOR Successor Rate has been determined and the circumstances under  Section 3.2(4)(a) above exist or a CDOR Scheduled Unavailability Date has occurred (as  applicable), the Administrative Agent will promptly so notify Master Borrower.  Thereafter, the obligation of the Lenders to make or maintain CDOR Loans shall be  suspended (to the extent of the affected CDOR Loans or applicable periods). Upon  receipt of such notice, a Borrower may revoke any pending request for a Borrowing of,  Conversion to or Rollover of CDOR Loans (to the extent of the affected CDOR Loans or  applicable periods) or, failing that, will be deemed to have converted such request into a  request for a Borrowing of a Prime Loan in the amount specified therein.  Notwithstanding anything else herein, any definition of the CDOR Successor Rate  (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate  be less than zero for the purposes of this Agreement. In addition, the CDOR Rate shall  not be included or referenced in the definition of Prime Rate.  Section 3.3 Letters of Credit  (1) Revolving Facility. Subject to the terms and conditions of this Agreement and the applicable L/C Agreements, if any, the L/C Issuer agrees to issue L/Cs under Revolving Facility in such form as may be approved from time to time by the L/C Issuer up to maximum amount of the L/C Sublimit.  Each L/C shall be denominated in Canadian Dollars.  Each L/C shall have a Contract Period of not more than two (2) years, subject to extensions in accordance with this 





 






- 58 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Agreement, and that expires no later than 3 business days prior to the applicable Final Maturity  Date (or such later date as the L/C Issuer may agree in its sole discretion).  (2) Other Documentation.  The issuance of an L/C is subject to the execution and delivery of an application and agreement or other specific agreement relative to the instrument in form and substance satisfactory to the L/C Issuer acting reasonably (“L/C Agreements”).  In the event of a conflict between the terms and conditions of the L/C Agreements and this Agreement, the L/C Agreements shall prevail. (3) Procedure for Issuance of Letters of Credit. (a) Revolving Borrowers may borrow from time to time by way of L/C by requesting that the L/C Issuer issue an L/C by delivering to the Administrative Agent a notice in accordance with the procedure set forth in Article 3 and delivering to the L/C Issuer at its Branch of Account (with a copy to the Administrative Agent) an L/C Agreement therefor.  Upon receipt of any L/C Agreement, the L/C Issuer will process such L/C Agreement in accordance with its customary procedures and shall promptly (and, in any event, within 5 Business Days after receipt of the L/C Agreement therefor) issue the L/C requested thereby (but in no event shall the L/C Issuer be required to issue any L/C earlier than two Business Days after receipt of the L/C Agreement therefor) by issuing the original of such L/C to the beneficiary thereof or as otherwise may be agreed by the L/C Issuer and the applicable Borrower.  The L/C Issuer shall furnish a copy of such L/C (or, if applicable, the amendment effecting its extension or renewal or any other amendment) to the applicable Borrower. (b) A L/C may have a provision for automatic renewal for successive 365 day periods (provided that the L/C expires no later than 5 business days prior to the applicable Final Maturity Date or such later date as the L/C Issuer may agree in its sole discretion), otherwise, Revolving Borrowers may request the extension or renewal of the Contract Period with respect to an L/C or other amendment of any L/C by giving written notice as set forth in Schedule 3.3(3)(b) specifying the details of such request to the L/C Issuer at its Branch of Account (with a copy to the Administrative Agent) at least five Business Days (or any shorter period acceptable to the L/C Issuer) before the then current expiry date of such L/C. Subject to the terms of the L/C Agreement therefor and the terms of this Agreement, the L/C Issuer shall promptly extend or renew or, subject to any such amendment being acceptable to the L/C Issuer, amend such L/C and shall furnish a copy of such extended or renewed or amended L/C to the applicable Borrower, the Administrative Agent and the beneficiary thereof or as otherwise may be agreed by the L/C Issuer and the applicable Borrower promptly following the extension or renewal or amendment thereof. (4) Fees, Commissions, Interest and Other Charges. (a) Fees and Expenses.  Revolving Borrowers shall pay to L/C Issuer such administrative fees and expenses on such terms as may be agreed to from time to time by Master Borrower and L/C Issuer in connection with Revolving Facility. 





 






- 59 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (b) L/C Fee Payable.  In addition to the fees and expenses under Section 3.3(4)(a) above, Revolving Borrowers shall pay to the Administrative Agent, for the rateable account of the L/C Issuer and the Lenders, a fee (“L/C Fee”) with respect to each L/C in an amount equal to the Applicable Margin for L/C Fees then in effect, which fee shall be payable quarterly in arrears on the last day of March, June, September and December after the date of issuance for the number of days elapsed until the last day of the relevant quarterly period or the last day of the Contract Period for such L/C, as the case may be, and based on a year of 365 days, and shall not be refundable. (c) Distribution of Fees.  The Administrative Agent shall, promptly following its receipt thereof, distribute to the L/C Issuer and the Lenders all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 3.3(4). (5) Reimbursement Obligation of the Borrowers. (a) The Borrowers shall reimburse the L/C Issuer on each date on which a drawing is made under any L/C and paid by the L/C Issuer for the amount equal to the aggregate of (i) such drawing so paid and (ii) any charges or other reasonable costs or expenses payable under Section 3.3 which are incurred by the L/C Issuer in connection with such payment.  Each such payment shall be made to the L/C Issuer at its Branch of Account in lawful money of the currency in which such L/C is denominated and in immediately available funds. (b) Unless the Borrowers shall reimburse the L/C Issuer for such L/C Disbursement and such other amounts owing under Section 3.3(5)(a) due 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 amounts are paid to but excluding the date that the Borrowers reimburses such unpaid amounts, at the rate per annum then applicable to a Prime Loan under the Revolving Facility. (6) Obligations Absolute. (a) The obligations of the Borrowers under this Section 3.3 shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, compensation, counterclaim or defence to payment which the Borrowers may have or have had against the L/C Issuer or any beneficiary of a L/C issued for the account of the Borrowers. (b) The Borrowers agrees with the L/C Issuer that the L/C Issuer shall not be responsible for, and the Borrowers’ obligations under Section 3.3(5) shall not be affected by, among other things, (i) the validity or genuineness of documents even though such documents shall in fact prove to be invalid, fraudulent or forged, or (ii) any dispute between or among the Borrowers and any beneficiary of any L/C or any other party to which such L/C may be transferred or (iii) any claims whatsoever of the Borrowers against any beneficiary of such L/C or any such transferee, except that the Borrowers reserves its right to subsequently assert 





 






 - 60 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    claims against the L/C Issuer in case of the gross negligence or wilful misconduct  of the L/C Issuer.  (c) The L/C Issuer shall not be liable for any error, omission, interruption or delay in  transmission, dispatch or delivery of any message or advice, however transmitted,  in connection with any L/C, except for errors or omissions caused by the L/C  Issuer’s gross negligence or wilful misconduct.  (d) The Borrowers agree that any action taken or omitted by the L/C Issuer under or  in connection with any L/C issued for the account of the Borrowers or the related  drafts or documents, if done in good faith in the absence of gross negligence or  wilful misconduct and in accordance with the standards of care specified in the  Uniform Customs and Practice for Documentary Credits, as published from time  to time by the International Chamber of Commerce, shall be binding on the  Borrowers and shall not result in any liability of the L/C Issuer to the Borrowers.  (7) Drawings under Letters of Credit.  If any draft shall be presented for payment under  any L/C, the L/C Issuer shall promptly notify the Borrowers of the date and amount thereof  which shall be reimbursed to the L/C Issuer on the same Business Day.  The responsibility of the  L/C Issuer to the Borrowers in connection with any draft presented for payment under any L/C  shall, in addition to any payment obligation expressly provided for in such L/C, be limited to  determining that the documents (including each draft) delivered under such L/C in connection  with such presentment are in compliance with such L/C.  (8) Retirement.  An L/C may only be retired on its maturity date which must be a Business  Day unless and to the extent it has been honoured or unless the written consent of the beneficiary  of the instrument has been obtained and the original instrument has been returned to the L/C  Issuer.  (9) Cash Collateralization.  The L/C Issuer may, in its sole discretion if a Default or Event  of Default has occurred and is continuing, or if the Final Maturity Date for the Revolving  Facility has been accelerated pursuant to Section 11.2, deliver written notice to the Borrowers  demanding the repayment in full and/or cancellation of L/Cs issued under the Revolving Facility  (which notice shall be deemed to be given if an Event of Default occurs under Section 11.1(9) or  Section 11.1(10)), and the Borrowers shall, immediately upon receipt of such notice:  (a)  permanently repay the L/C Issuer the full amount of all L/C Exposure consisting of outstanding  unreimbursed L/C Disbursements and related interest, fees and expenses thereon, and (b) at the  option of the L/C Issuer (in its sole discretion): (i) arrange for posting of replacement letters of  credit (and return of the L/Cs so replaced) or back-stop letters of credit in form and substance  and on terms acceptable to the L/C Issuer in its sole discretion and with a Canadian Schedule I  Bank acceptable to the L/C Issuer, or alternatively, (ii) deposit cash in an account with the  Administrative Agent, in the name of the Administrative Agent and for the benefit of the L/C  Issuer (the “L/C Collateral Account”),  such cash deposit or replacement or back-stop letters of  credit, as the case may be, in an amount equal to 105% of the L/C Exposure; provided that the  obligation to deposit such cash collateral or post such replacement or back-stop letters of credit,  as the case may be, shall become effective immediately, and such deposit shall become  immediately due and payable, without demand or other notice of any kind, upon the occurrence  of any Event of Default with respect to the Borrowers described in  Section 11.1(9) or  Section 11.1(10).  Such deposit shall be held by the Administrative Agent as an absolute transfer  





 






 - 61 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    of funds for the payment and performance of the Obligations.  The Administrative Agent shall  have sole control and the exclusive right of withdrawal, over such account.  Other than any  interest earned on the investment of such deposits, which investments shall be made at the option  and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such  deposits shall not bear interest.  Interest or profits, if any, on such investments shall accumulate  in such account.  Moneys in such account shall be applied by the Administrative Agent to  reimburse the L/C Issuer for LC Disbursements for which it has not been reimbursed and, to the  extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the  Borrowers for the L/C Exposure at such time or, if the maturity of the Loans has been  accelerated (but subject to the consent of L/C Issuer in its sole discretion), be applied to satisfy  other Obligations.  Upon (i) the curing or waiving of the applicable Events of Default, or (ii) the  termination of the Credit Facilities and reimbursement in full of all Obligations, any remaining  balance in the L/C Collateral Account (to the extent not applied as aforesaid) shall be transferred  by the Administrative Agent to the Borrowers in an amount equal to the remaining balance in the  L/C Collateral Account within three Business Days after all such Events of Default have been  cured or waived or the termination of the Credit Facilities and reimbursement in full of all  Obligations, as applicable.  (10) Participations.  (a) Upon the occurrence of an Event of Default,  the L/C Issuer shall be deemed to  have sold and transferred to each other Lender (each such other Lender, in its  capacity under this Section 3.3(10), an “L/C Participant”), and each such L/C  Participant shall be deemed irrevocably and unconditionally to have purchased  and received from the L/C Issuer, without recourse or warranty, an undivided  interest and participation (each an “L/C Participation”), to the extent of such L/C  Participant’s Applicable Percentage from time to time, in such Letter of Credit,  each substitute letter of credit, each drawing made thereunder and the Obligations  of the Borrowers under this Agreement with respect thereto.  (b) In determining whether to pay under any Letter of Credit, the L/C Issuer shall  have no obligation relative to the L/C Participants other than to confirm that any  documents required to be delivered under such Letter of Credit have been  delivered and that they appear to comply on their face with the requirements of  such Letter of Credit.  Any action taken or omitted to be taken by the L/C Issuer  under or in connection with any Letter of Credit issued by it, if taken or omitted in  the absence of gross negligence or willful misconduct, shall not create for the L/C  Issuer any resulting liability.  (c) If Section 3.3(10)(a) applies, then in the event that the L/C Issuer makes any  payment under any Letter of Credit issued by it and the Borrowers shall not have  repaid (or caused to be repaid) such amount in full to the L/C Issuer pursuant to  Section 3.3(5)(a), the L/C Issuer shall promptly notify the Administrative Agent  (who shall in turn promptly notify each L/C Participant) of such failure, and each  L/C Participant shall promptly and unconditionally pay to the Administrative  Agent, for the account of the L/C Issuer, the amount of such L/C Participant’s  Applicable  Percentage (determined as of the date of the notice referred to above)  of such unreimbursed payment in Canadian Dollars and in same day funds;  provided, however, that no L/C Participant shall be obligated to pay to the  





 






- 62 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Administrative Agent for the account of the L/C Issuer such L/C Participant’s  Applicable  Percentage of such unreimbursed amount arising from any wrongful  payment made by the L/C Issuer under such Letter of Credit as a result of acts or  omissions constituting willful misconduct or gross negligence on the part of the  L/C Issuer.  If the L/C Issuer so notifies, prior to 12:00 Noon (EST) on any  Business Day, any L/C Participant required to fund a payment under such Letter  of Credit, such L/C Participant shall make available to the Administrative Agent  for the account of the L/C Issuer such L/C Participant’s Applicable Percentage of  the amount of such payment on such Business Day in same day funds.  If and to  the extent such L/C Participant shall not have so made its Applicable Percentage  of the amount of such payment available to the Administrative Agent for the  account of the L/C Issuer, such L/C Participant agrees to pay to the  Administrative Agent for the account of such the L/C Issuer, forthwith on  demand, such amount, together with interest thereon for each day from such date  until the date such amount is paid to the Administrative Agent for the account of  the L/C Issuer at the standard interbank reference rate then in effect in Canada.   The failure of any L/C Participant to make available to the Administrative Agent  for the account of a the L/C Issuer such L/C Participant’s Applicable Percentage  of any payment under any Letter of Credit shall not relieve any other L/C  Participant of its obligation hereunder to make available to the Administrative  Agent for the account of the L/C Issuer such other L/C Participant’s Applicable  Percentage of any payment under such Letter of Credit on the date required, as  specified above, but no L/C Participant shall be responsible for the failure of any  other L/C Participant to make available to the Administrative Agent such other  L/C Participant’s Applicable  Percentage of any such payment.  (d) Whenever the L/C Issuer receives a payment in respect of an unpaid reimbursement obligation as to which the Administrative Agent has received for the account of the L/C Issuer any payments from the L/C Participants pursuant to paragraph (c) above, the L/C Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its applicable portion of such reimbursement obligation, in Canadian Dollars and in same day funds, an amount equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C Participations. (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the account of the L/C Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; 





 






- 63 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (ii) the existence of any claim, set-off, defense or other right that the Borrowers may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the L/C Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between a Borrower or and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (v) the occurrence of any Default or Event of Default; (f) provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the L/C Issuer such L/C Participant’s Applicable Percentage of any unreimbursed amount arising from any wrongful payment made by the L/C Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the L/C Issuer. (11) Existing L/Cs.  The letters of credit described in Schedule 3.3(11),, issued under the BNS Credit Agreement shall be assumed by the Revolving Borrowers as L/Cs under this Agreement, in the same manner, and with the same effect, as if they were issued under this Agreement, and as of the date of such assumption shall be, and be deemed to be, L/Cs issued by the L/C Issuer on behalf of the Lenders and outstanding under Revolving Facility of this Agreement.  L/C Fees paid in respect of such L/Cs shall be adjusted with BNS under the BNS Credit Agreement being entitled to amounts paid on account of such fees for the period up to but excluding the date of such assumption and the Lenders under this Agreement being entitled to amounts paid on account of such fees for the period commencing with and after the date of such assumption.  L/C Fees in respect of L/Cs originally issued under the BNS Credit Agreement were paid upon issuance of such L/Cs in an amount equal to 1.00% per annum of the face amount of any L/C issued based on increments of 30 days or multiples thereof, from the date of issuance to the expiry date (provided that periods less of 30 days were pro rated to the applicable number of days).  It is acknowledged and agreed by BNS and the Lenders that the Borrowers shall not pay any L/C Fees on such existing L/Cs until their respective dates of renewal (as the Borrowers have already paid the fees on such existing L/Cs to BNS in advance) and accordingly, any adjustments due and owing to the Lenders with respect to any fees payable on such existing L/Cs from the Closing Date until their respective renewal date shall be paid by BNS to the Lenders.. Section 3.4 Conversion Option  Subject to this Agreement, the Borrowers may, during the term of this Agreement,  effective on any Business Day, convert, in whole or in part, an outstanding Loan into another  





 






- 64 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  type of Loan permitted under the same Credit Facility upon giving written notice to the  Administrative Agent in substantially the form attached hereto as Schedule 3.4, the notice period  being that which would be applicable to the type of Loan into which the outstanding Loan is to  be converted.  Conversions under this Section 3.4 may only be made provided that:  (a) each conversion to a Loan shall be for minimum aggregate amounts and whole multiples in excess thereof as are specified in respect of that type of Loan in this Article 3; (b) a Borrowing by way of CDOR Loan may be converted only on the last day of the Contract Period; and (c) no Default or Event of Default shall have occurred and be continuing on the relevant Conversion Date or after giving effect to the conversion of the Loan to be made on the Conversion Date. Section 3.5 Conversion and Rollover Not Repayment  No Conversion or Rollover shall constitute a repayment of any Borrowing or a new  Borrowing.  Section 3.6 Determination Final  With respect to all matters referred to in this Article 3 and the calculation of interest and  fees referred to in Article 4, the determination by the Administrative Agent shall be final,  conclusive and binding on the Borrowers, the L/C Issuer and the Lenders, absent manifest error.  Section 3.7 Mandatory Conversion  Subject to Section 11.2, if a Default or Event of Default has occurred and is continuing  on the last day of a Contract Period, the Borrowers shall be deemed to have converted each  CDOR Loan that is not repaid on such last day into a Prime Loan, as applicable in an amount  equal to the face amount of the CDOR Loan.  Section 3.8 Deposit of Proceeds of Loans  The Administrative Agent shall credit to the applicable Borrowers’ Account on the  applicable Drawdown Date the proceeds of each Prime Loan or CDOR Loan made to the  Borrowers (or any of them).  Section 3.9 Administrative Agent May Debit Accounts  The Borrowers authorize and direct the Administrative Agent, in the Administrative  Agent’s discretion, to debit automatically, by mechanical, electronic or manual means, any bank  account of the Borrowers maintained with BNS (for so long as BNS is Administrative Agent) for  all amounts payable by the Borrowers under this Agreement or any other Loan Document,  including the repayment of principal and the payment of interest, fees and all charges for the  keeping of that bank account.  The Administrative Agent shall notify the Borrowers as to the  particulars of those debits in the normal course.  





 






- 65 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Section 3.10 Evidence of Obligations  The Administrative Agent shall open and maintain at its Branch of Account, accounts and  records evidencing the Obligations of the Borrowers to each Lender with respect to Borrowings  made available by that Lender.  The Administrative Agent shall record in those accounts by  appropriate entries all amounts on account of those Obligations and all payments on account  thereof.  Those accounts and records will constitute, in the absence of manifest error, prima facie  evidence of those Obligations from time to time, the date each Borrowing was made and the  amounts that the Borrowers has paid from time to time on account of those Obligations.  Section 3.11 Borrowers’ Right to Rely on Administrative Agent  Unless otherwise required hereunder, during the term of this Agreement, the Borrowers  shall be entitled to deal exclusively with the Administrative Agent and to rely on discussions  with and instructions from the Administrative Agent in order to fulfil its obligations hereunder.  ARTICLE 4 - INTEREST, FEES AND EXPENSES  Section 4.1 Interest on Prime Loans  (1) Rate.  The Borrowers shall pay to the Administrative Agent on behalf of the Lenders interest on Prime Loans at the Administrative Agent’s Account for Payments at a rate per annum equal to the Prime Rate plus the Applicable Margin. (2) Change in Rate.  Each change in the fluctuating interest rate applicable to each Prime Loan will take place simultaneously with the corresponding change in the Prime Rate without the necessity for any notice to the Borrowers. (3) Calculation.  Interest on Prime Loans shall be payable monthly in arrears on every Interest Payment Date and on the applicable Final Maturity Date for the period from and including, as the case may be, the Drawdown Date, the Conversion Date or the immediately preceding Interest Payment Date to but excluding the first-mentioned Interest Payment Date or the applicable Final Maturity Date, as applicable. Interest on Prime Loans shall be calculated on a daily basis on the principal amount of the Prime Loans remaining unpaid on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be. Section 4.2 CDOR Loans  (1) Rate.  The Borrowers shall pay to the Administrative Agent on behalf of the Lenders interest on CDOR Loans at the Administrative Agent’s Account for Payments  at a rate per annum equal to the CDOR Rate plus the Applicable Margin as determined by the Administrative Agent for each calendar month based on the one (1) month CDOR Rate available on the last Business Day of the immediately preceding calendar month.  The Administrative Agent shall publish the Applicable Reference Rate for CDOR Loans for the next calendar month on the Scotia Dealer Link inventory control system by approximately 10:00 am (Toronto time) on the last Business Day of each calendar month.  Such published CDOR Rate for CDOR Loans shall be effective on the second Business Day of such next calendar month. (2) Calculation.  Interest on each CDOR Loan shall be payable in arrears on every applicable Interest Payment Date for the period from and including, the immediately preceding 





 






- 66 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  applicable Interest Payment Date to but excluding the first-mentioned applicable Interest  Payment Date, and shall be calculated on a daily basis on the principal amount of such CDOR  Loan on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case  may be.  (3) Contract Period. Each CDOR Loan shall only have a Contract Period of thirty (30) days. Section 4.3 Pricing Grid  The applicable margin with respect to Prime Loans, CDOR Loans, Standby Fees and L/C  Fees under the applicable Credit Facilities shall be as set out in the following matrices (each an  “Applicable Margin”). With respect to Revolving Facility, the Applicable Margin shall be as set  forth in the applicable row representing the Leverage Ratio on the date of determination and each  Applicable Margin for a Fiscal Quarter shall be determined on the first Business Day of the first  month following the date on which the most recent Compliance Certificate was delivered or  required to be delivered to the Lenders by the Borrowers, whichever is earlier. Any such  determination of the Applicable Margin in respect of Loans, Standby Fees and L/C Fees under  the Revolving Facility shall be effective during the period commencing on and including such  date of determination and ending on the date immediately preceding the effective date of the next  such change, provided that the pricing shall be deemed to be at the highest level (A) at any time  that an Event of Default has occurred and is continuing or (B) at the option of the Administrative  Agent or at the request of the Required Lenders if the Borrowers fails to deliver the annual or  quarterly consolidated financial statements or Compliance Certificate required to be delivered by  it pursuant Section 10.4(3) and Section 10.4(4) and such failure is not remedied within seven (7)  days, during the period from the expiration of the time for delivery thereof until such  consolidated financial statements and Compliance Certificate are delivered.  Until delivery of the  first quarterly Compliance Certificate for the first full Fiscal Quarter following the Closing Date,  and provided that no Event of Default has occurred and is continuing, the applicable Margin for  the Revolving Facility shall be those set forth in Tier I.  Applicable Margins  Facilities Prime Loan CDOR Loan Standby Fee  Wholesale Flooring Facility <*> <*> <*> Used Vehicle Flooring Facility <*> <*> <*> Wholesale Leasing Facility <*> <*> <*> Daily Rental Facility <*> <*> <*> Applicable Margin  - Revolving Facility  Tier Leverage Ratio Prime Loan CDOR Loan Standby Fee L/C Fee  I <*> <*> <*> <*> <*> II <*> <*> <*> <*> <*> III <*> <*> <*> <*> <*> 





 






- 67 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  IV <*> <*> <*> <*> <*> V <*> <*> <*> <*> <*> Section 4.4 Standby Fees  The Borrowers shall pay a Standby Fee on the daily unadvanced portions of the  applicable Credit Facility at a rate equal to the Applicable Margin specified under “Standby Fee”  with respect to the applicable Credit Facility.  In the case of the Revolving Facility, the  Applicable Margin applicable to the Standby Fee shall be adjusted based on the Leverage Ratio  in in accordance with the terms set out in Section 4.3. The Standby Fees shall be payable  monthly in arrears on the first Business Day after the end of each month, with the first payment  to be made on the first Business Day of the month which immediately follows the Closing Date  based on the number of days elapsed between the Closing Date and the end of the month. On  termination of all or any part of the Commitments under the applicable Credit Facilities, the  Borrowers shall also pay any accrued but unpaid Standby Fees.  Section 4.5 Agent Fees  From and after the execution and delivery of the Fee Letter as contemplated hereunder,  the Borrowers shall pay to the Agent, for its own account, until the Credit Facilities have been  fully cancelled and all Obligations hereunder have been paid in full, the nonrefundable agency  fees and other amounts specified in the Fee Letter.  Section 4.6 Supplemental Fee Letter  From and after the execution and delivery of the Supplemental Fee Letter as  contemplated hereunder, the Borrowers shall pay to the Agent, for its own account and the  account of the other Lenders, the fees and other amounts specified in the Supplemental Fee  Letter.  Section 4.7 Interest on Overdue Amounts  Notwithstanding any other provision hereof, in the event that any amount due hereunder  (including, without limitation, any interest payment) is not paid when due (whether by  acceleration or otherwise), the Borrowers shall pay interest on such unpaid amount (including,  without limitation, interest on interest), if and to the fullest extent permitted by Applicable Law,  from the date that such amount is due until the date that such amount is paid in full (but  excluding the date of such payment if the payment is received for value at the required place of  payment on the date of such payment), and such interest shall accrue daily, be calculated and  compounded monthly and be payable on demand, after as well as before maturity, default and  judgment, at a rate per annum that is equal to the rate of interest then payable pursuant to Article  4 plus 2.00% per annum.  





 






 - 68 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Section 4.8 Interest Act  For purposes of the Interest Act (Canada), where in this Agreement a rate of interest is to  be calculated on the basis of a year of 360, 365 or 366 days, the yearly rate of interest to which  the rate is equivalent is the rate multiplied by the number of days in the year for which the  calculation is made and divided by 360, 365 or 366, as applicable.  Section 4.9 Limit on Rate of Interest  (1) Adjustment. If any provision of this Agreement or any of the other Loan Documents  would obligate the Borrowers to make any payment of interest or other amount payable to any  Lender in an amount or calculated at a rate which would be prohibited by law or would result in  a receipt by that Lender of interest at a criminal rate (as construed under the Criminal Code  (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have been  adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as  would not be so prohibited by law or result in a receipt by that Lender of interest at a criminal  rate, the adjustment to be effected, to the extent necessary, as follows:  (a) firstly, by reducing the amount or rate of interest required to be paid to the  affected Lender under this Article 4; and  (b) thereafter, by reducing any fees, commissions, premiums and other amounts  required to be paid to the affected Lender which would constitute interest for  purposes of Section 347 of the Criminal Code (Canada).  (2) Reimbursement.  Notwithstanding Section 4.9(1), and after giving effect to all  adjustments contemplated thereby, if any Lender shall have received an amount in excess of the  maximum permitted by the Criminal Code (Canada), then the Borrowers shall be entitled, by  notice in writing to the affected Lender, to obtain reimbursement from that Lender in an amount  equal to the excess, and pending reimbursement, the amount of the excess shall be deemed to be  an amount payable by that Lender to the Borrowers.  (3) Actuarial Principles.  Any amount or rate of interest referred to in this Section 4.9 shall  be determined in accordance with generally accepted actuarial practices and principles as an  effective annual rate of interest over the term that any Borrowing remains outstanding on the  assumption that any charges, fees or expenses that fall within the meaning of interest (as defined  in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over  that period of time and otherwise be pro-rated over the period from the Closing Date to the  applicable Final Maturity Date and, in the event of a dispute, a certificate of a Fellow of the  Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for  the purposes of that determination.  Section 4.10 Increased Costs  (1) Increased Costs Generally.  If any Change in Law shall:  (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan,  insurance charge or similar requirement against assets of, deposits with or for the  account of, or credit extended or participated in by, any Lender;  





 






 - 69 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    (b) subject any Lender to any Tax of any kind whatsoever with respect to this  Agreement, any Letter of Credit, any participation in a Letter of Credit or any  Loan made by it, or change the basis of taxation of payments to such Lender in  respect thereof, except for Indemnified Taxes or Other Taxes covered by  Section 4.11 and the imposition, or any change in the rate, of any Excluded Tax  payable by such Lender; or  (c) impose on any Lender or any applicable interbank market any other condition,  cost or expense affecting this Agreement or Loans made by such Lender or any  Letter of Credit;  and the result of any of the foregoing shall be to increase the cost to such Lender of making or  maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase  the cost to the L/C Issuer of issuing or maintaining any Letter of Credit (or of maintaining its  obligation to issue any Letter of Credit), or to reduce the amount of any sum received or  receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other  amount), then upon request of such Lender, the Borrowers will pay to such Lender such  additional amount or amounts as will compensate such Lender for such additional costs incurred  or reduction suffered.  (2) Capital Requirements.  If any Lender determines that any Change in Law affecting such  Lender or any lending office of such Lender or such Lender’s holding company, if any,  regarding capital requirements has or would have the effect of reducing the rate of return on such  Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of  this Agreement, the Commitment of such Lender or the Loans made by, or the Letters of Credit  issued by such Lender, to a level below that which such Lender or its holding company could  have achieved but for such Change in Law (taking into consideration such Lender’s policies and  the policies of its holding company with respect to capital adequacy), then from time to time the  Borrowers will pay to such Lender such additional amount or amounts as will compensate such  Lender or its holding company for any such reduction suffered.  (3) Certificates for Reimbursement.  A certificate of a Lender setting forth the amount or  amounts necessary to compensate such Lender or its holding company, as the case may be, as  specified in Sections 4.10(1) or (2) (“Additional Compensation”), including reasonable detail  of the basis of calculation of the amount or amounts, and delivered to the Borrowers shall be  conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due  on any such certificate within 10 days after receipt thereof.  In the event the Lender subsequently  recovers all or part of the Additional Compensation paid by the Borrowers, it shall promptly  repay an equal amount to the Borrowers.  The obligation to pay such Additional Compensation  for subsequent periods will continue until the earlier of termination of the Borrowings or the  Commitments affected by the Change in Law, change in capital requirement or the lapse or  cessation of the Change in Law giving rise to the initial Additional Compensation.  A Lender  shall make reasonable efforts to limit the incidence of any such Additional Compensation and  seek recovery for the account of the Borrowers upon such Borrowers’ request at the Borrowers’  expense, provided such Lender in its reasonable determination suffers no appreciable economic,  legal, regulatory or other disadvantage.  Notwithstanding the foregoing provisions, each Lender  agrees that it will not claim Additional Compensation from  Borrowers under this Section 4.9 if  it is not generally claiming similar compensation from its other customers in similar  circumstances where such other customers are bound by similar provisions to the foregoing.  





 






- 70 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (4) Delay in Requests.  Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, except that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions (i) suffered more than nine months prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof and (ii) for which such Lender has not demanded similar compensation from its other customers in similar circumstances where such other customers are bound by similar provisions to the foregoing. Section 4.11 Taxes  (1) Payments Subject to Taxes.  If any Obligor, the Administrative Agent, or any Lender is required by Applicable Law to deduct or pay any Indemnified Taxes (including any Other Taxes) in respect of any payment by or on account of any obligation of an Obligor hereunder or under any other Loan Document, then (a) the sum payable shall be increased by that Obligor when payable as necessary so that after making or allowing for all required deductions and payments (including deductions and payments applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or payments been required, (b) the Obligor shall make any such deductions required to be made by it under Applicable Law and (c) the Obligor shall timely pay the full amount required to be deducted to the relevant Governmental Authority in accordance with Applicable Law. (2) Payment of Other Taxes by the Borrowers.  Without limiting the provisions of Section 4.11(1), the Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law. (3) Indemnification by the Borrowers.  The Borrowers shall indemnify the Administrative Agent and each Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In the event the Lender subsequently recovers all or part of the payment made under this Section paid by the Borrowers, it shall promptly repay an equal amount to the Borrowers.  A Lender shall make reasonable efforts to limit the incidence of any payments under this Section and seek recovery for the account of the Borrowers upon the Borrowers’ request at the Borrowers’ expense, provided such Lender in its reasonable determination suffers no material economic, legal, regulatory or other disadvantage. (4) Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by an Obligor to a Governmental Authority, the Obligor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental 





 






- 71 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Authority evidencing such payment, a copy of the return reporting such payment or other  evidence of such payment reasonably satisfactory to the Administrative Agent.  (5) Status of Lenders.  Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrowers are resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall, at the request of the Borrowers, deliver to the Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, (a) any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to withholding or information reporting requirements, and (b) any Lender that ceases to be, or to be deemed to be, resident in Canada for purposes of Part XIII of the ITA shall within 5 days thereof notify the Borrowers and the Administrative Agent in writing. (6) Treatment of Certain Refunds and Tax Reductions.  If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which an Obligor has paid additional amounts pursuant to this Section or that, because of the payment of such Taxes or Other Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the Borrowers or Obligor, as applicable, an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers or Obligor under this Section with respect to the Taxes or Other Taxes giving rise to such refund or reduction), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Authority with respect to such refund).  The Borrowers or Obligor as applicable, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrowers or Obligor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender if the Administrative Agent or such Lender is required to repay such refund or reduction to such Governmental Authority.  This Section 4.11(6) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person, to arrange its affairs in any particular manner or to claim any available refund or reduction. (7) Delivery of Documents. Each Lender shall, at such times as are reasonably requested by the Borrowers or the Administrative Agent, provide the Borrowers and the Administrative Agent with any properly completed and executed documentation prescribed by Applicable Law, or reasonably requested by the Borrowers or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under the Loan Documents (including any documentation necessary to establish an exemption from, or reduction of, any Taxes that may be imposed under FATCA).  Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any respect, deliver promptly to the Borrowers and the Administrative Agent updated or other appropriate 





 






- 72 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  documentation (including any new documentation reasonably requested by the applicable  withholding agent) or promptly notify the Borrowers and the Administrative Agent of its  inability to do so.  In addition, any Lender, if reasonably requested by the Borrowers or the  Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or  reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers  or the Administrative Agent to determine whether or not such Lender is subject to backup  withholding or information reporting requirements.  Notwithstanding anything to the contrary in  the preceding two sentences, the completion, execution and submission of such documentation  (other than such documentation set forth in Section 4.11(8) below) shall not be required if in the  Lender’s reasonable judgment such completion, execution or submission would subject such  Lender to any material unreimbursed cost or expense or would materially prejudice the legal or  commercial position of such Lender.  (8) U.S. Withholdings. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Borrowers and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by Borrowers or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Borrowers or the Administrative Agent as may be necessary for Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (9) Survival.  The Borrowers’ obligations under this Section 4.11 shall survive the termination of this Agreement and the payment of all amounts payable under or with respect to this Agreement. Section 4.12 Mitigation Obligations: Replacement of Lenders  (1) Designation of a Different Lending Office.  If any Lender requests compensation under Section 4.10, or requires the Borrowers to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.11, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 4.10 or Section 4.11, as the case may be, in the future and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrowers hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (2) Replacement of Lenders.  If any Lender requests compensation under Section 4.10, if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.11, if any Lender’s obligations are suspended pursuant to Section 4.13, if any Lender becomes a Defaulting Lender or if any Lender 





 






 - 73 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    fails to consent to an amendment or waiver approved by the Required Lenders as to any matter  for which the consent of all Lenders is required hereunder, then Master Borrower may either, at  its sole expense and effort, upon 10 days’ notice to such Lender and the Administrative Agent (i)  repay all outstanding amounts due to such affected Lender (or such portion which has not been  acquired pursuant to clause (ii) below) and thereupon such Applicable Percentage of such Lender  (in respect of the Wholesale Flooring Facility) and Commitments of the affected Lender shall be  permanently cancelled and the aggregate Applicable Percentages (in respect of the Wholesale  Flooring Facility) and Commitments shall be permanently reduced by the same amount and the  allocations (in respect of the Wholesale Flooring Facility) and the Commitments of each of the  other Lenders shall remain the same; or (ii)  require such Lender to assign and delegate, without  recourse (in accordance with and subject to the restrictions contained in, and consents required  by, Article 14), all of its interests, rights and obligations under this Agreement and the related  Loan Documents to an assignee that shall assume such obligations (which assignee may be  another Lender, if a Lender accepts such assignment), provided that;  (a) incumbent Lenders (that is not at such time a Defaulting Lender) shall have the  right to assume any such rights and obligations in accordance with their  Applicable Percentage in priority to any other Person which is not a Lender at the  time that Master Borrower has provided the aforementioned notice to the  Administrative Agent;  (b) any consent required pursuant to Section 14.2 in respect of such assignee shall  have been obtained;  (c) the Borrowers pays the Administrative Agent the assignment fee specified in  Section 14.2;  (d) the assigning Lender receives payment of an amount equal to the outstanding  principal of its Loans and in the case of the L/C participations in disbursements  under Letters of Credit, accrued interest thereon, accrued fees and all other  amounts payable to it hereunder and under the other Loan Documents (including  any breakage costs and amounts required to be paid under this Agreement as a  result of prepayment to a Lender) from the assignee (to the extent of such  outstanding principal and accrued interest and fees) or the Borrowers (in the case  of all other amounts);  (e) in the case of any such assignment resulting from a claim for compensation under  Section 4.10 or payments required to be made pursuant to Section 4.11, such  assignment will result in a reduction in such compensation or payments thereafter;  and  (f) such assignment does not conflict with Applicable Law.  A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a  result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to  require such assignment and delegation cease to apply.  





 






 - 74 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Section 4.13 Illegality  If any Lender determines that any Applicable Law has made it unlawful, or that any  Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending  office to make or maintain any Loan (or to maintain its obligation to make any Loan), or to  participate in, issue or maintain any Letter of Credit (or to maintain its obligation to participate in  or to issue any Letter of Credit), or to determine or charge interest rates based upon any  particular rate, then, on notice thereof by such Lender to the Borrowers through the  Administrative Agent, any obligation of such Lender with respect to the activity that is unlawful  shall be suspended until such Lender notifies the Administrative Agent and the Borrowers that  the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice,  the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent),  prepay or, if conversion would avoid the activity that is unlawful, convert any Loans, or take any  necessary steps with respect to any Letter of Credit in order to avoid the activity that is unlawful.   Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the  amount so prepaid or converted.  Each Lender agrees to designate a different lending office if  such designation will avoid the need for such notice and will not, in the good faith judgment of  such Lender, otherwise be materially disadvantageous to such Lender.  ARTICLE 5– REDUCTION AND REPAYMENT  Section 5.1 Term and Maturity  The term of each of the Credit Facilities shall commence on the Closing Date and end on  the applicable Final Maturity Date.  Section 5.2 Extension of Termination Date  (a) Master Borrower may, at its option, by delivering to the Administrative Agent an  Extension Request, request the Lenders to extend the Termination Date provided  that the request cannot be more than 90 days and not less than 60 days prior to  any anniversary of the Closing Date (the “Anniversary Date”). Master Borrower  may make an Extension Request in respect of the Credit Facilities from each  Lender which has not previously refused (or been deemed to have refused) to  extend the Termination Date pursuant to any prior Extension Request (each, a  “Requested Lender”) to a specified Business Day provided that such date is no  later than three (3) years from the effectiveness of such extension (such requested  date being the “New Date”) by delivering to the Administrative Agent an  executed Extension Request. The Administrative Agent shall forthwith, and in  any event within two (2) Business Days, notify each Requested Lender of such  request by Master Borrower (the date on which such notice is given being the  “Notification Date”). Each Requested Lender shall advise the Administrative  Agent as to whether or not it agrees to such request not later than 30 days after the  Notification Date; provided that in the event any Requested Lender does not so  advise the Administrative Agent within such 30 day period, such Requested  Lender shall be deemed to have elected not to agree to such request. Within two  (2) Business Days of the Administrative Agent having received from all  Requested Lenders their respective decision or deemed decision with regard to the  an Extension Request, the Administrative Agent shall, unless the provisions of  





 






 - 75 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    paragraph 5.2(c) below are applicable at that time, advise Master Borrower which  Lenders have agreed to extend the Termination Date to the New Date pursuant to  the Extension Request, and deliver to Master Borrower an acceptance of the  Extension Request, which may be conditional upon any additional terms and  conditions specified by the Administrative Agent (the date on which  Administrative the Agent notifies Master Borrower of such conditional  acceptance being the “Extension Decision Date”). If the acceptance is not  conditional upon additional terms and conditions, effective on the Anniversary  Date, the Termination Date shall be extended to the New Date. If the acceptance  is conditional upon additional terms and conditions, Master Borrower shall have  10 Business Days to accept such additional terms and conditions. Upon written  notice being provided by Master Borrower to the Administrative Agent accepting  such additional terms and conditions, the Termination Date shall be extended to  the New Date effective on the Anniversary Date.  For clarity, any extension of the  Termination Date shall not limit the Lenders’ right to make demand at any time in  respect of the Wholesale Flooring Facility, and shall not extend the time for any  repayment required hereunder, other than repayments to be made on the  Termination Date which shall be extended to the New Date.  (b) For the purposes of this Section 5.2: (i) a “Non-Agreeing Lender” means any  Requested Lender which does not agree (or is deemed not to have agreed) to  extend the Termination Date pursuant to Section 5.2(a), and (ii) an “Agreeing  Lender” means any Requested Lender which agrees to extend the Termination  Date pursuant to Section 5.2(a).  (c) If, in respect of any Extension Request, the Required Lenders are Non-Agreeing  Lenders, then:  (i) the Termination Date for all Requested Lenders shall not be extended; and  (ii) the Borrowers shall not be entitled to request any further extensions of the  Termination Date.  (d) If all Requested Lenders agree to the Extension Request pursuant to  Section 5.2(a), then the Termination Date for all Requested Lenders shall be  extended to the New Date pursuant to such Section 5.2(a).  (e) If, after any Extension Request pursuant to Section 5.2(a), the provisions of  Section 5.2(c) and 5.2(d) are not applicable, then:  (i) each of the Agreeing Lenders shall have the right, but not the obligation,  to purchase the Commitment of any Non-Agreeing Lender, and each of  the Agreeing Lenders wishing to exercise its rights to purchase the  Commitment of a Non-Agreeing Lender (each, a “Purchasing Lender”)  shall forthwith so notify Master Borrower, the Administrative Agent and  the other Lenders, and such Purchasing Lender shall thereupon be  obligated to purchase not less than the 30th day after the Extension  Decision Date an amount of such Commitment equal to the Commitment  of the Non-Agreeing Lender multiplied by such Purchasing Lender’s  





 






- 76 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Applicable Percentage of the Credit Facilities over the aggregate of all  Purchasing Lenders’ Applicable Percentage of the Credit Facilities, or  as  otherwise agreed to by Master Borrower and all Purchasing Lenders. The  Non-Agreeing Lender, the Purchasing Lender(s), the Administrative  Agent, the Borrowers and each of the other Lenders, if any, shall forthwith  duly execute and deliver any necessary documentation to give effect to  such purchase, whereupon the Non-Agreeing Lender shall, as of the  effective date thereof, be released from its obligations to the Borrowers  hereunder and under the other Loan Documents arising subsequent to such  date; or  (ii) if none of the Agreeing Lenders exercises its rights under Section 5.2(e)(i), then Master Borrower shall: (A) so long as there exists no Default or Event of Default which is continuing, repay all Obligations owing hereunder to any such Non-Agreeing Lender on or prior to the 30th day after the Extension Decision Date (and in any event no later than the unextended Termination Date applicable to Borrowers and such Non-Agreeing Lender), and upon such payment any such Non- Agreeing Lender shall cease to be a Lender hereunder and each such Non-Agreeing Lender’s Commitment shall be terminated and the applicable Commitment reduced accordingly; or (B) arrange for a replacement lender (or lenders) (which may be one or more Lenders) to replace each Non-Agreeing Lender’s Loans and its Commitment; provided that any such replacement lender (or lenders) (if not already a Lender hereunder) shall have been approved by the Administrative Agent (acting reasonably), shall qualify as a permitted assignee and all other requirements hereunder shall have been satisfied on or prior to the 30th day after the Extension Decision Date, and in respect of which the Lenders shall do all things and make all such adjustments as are reasonably necessary to give effect to any such replacement. (f) Master Borrower understands that consideration of any Extension Request constitutes an independent credit decision which each Lender retains the absolute and unfettered discretion to make, and that no commitment in this regard is hereby given by any Lender. (g) Notwithstanding the foregoing, the Termination Date will not be extended if a Default or Event of Default has occurred and is continuing, unless such Default or Event of Default is waived by all of the Agreeing Lenders; provided that any such waiver shall, unless otherwise specified therein, be effective only for the purposes of this Article 5. (h) This Section shall apply to permit two (2) extensions of the Termination Date . 





 






- 77 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Section 5.3 Repayment Terms – Final Maturity Date  Subject to Section 5.4, all Borrowings and other amounts outstanding under the Credit  Facilities, including principal, interest and fees shall be paid and Letters of Credit shall be cash  collateralized, replaced in a manner satisfactory to the Administrative Agent or returned for  cancellation and Credit Facilities shall be cancelled on the applicable Final Maturity Date.   Section 5.4 Mandatory Repayment  If for any reason whatsoever:  (a) the principal amount of all Borrowings outstanding under the Revolving Facility exceeds the lesser of the Revolving Limit and the Revolving Borrowing Base, (b) the principal amount of all Borrowings outstanding under the Wholesale Flooring Facility exceeds the Wholesale Flooring Limit, (c) the principal amount of all Borrowings outstanding under the Used Vehicle Flooring Facility exceeds the lesser of the Used Vehicle Flooring Limit and the Used Flooring Borrowing Base, (d) the principal amount of all Borrowings outstanding under the Wholesale Leasing Facility exceeds the lesser of the Wholesale Leasing Limit and the Wholesale Leasing Borrowing Base, or (e) the principal amount of all Borrowings outstanding under the Daily Rental Facility exceeds the lesser of the Daily Rental Limit and the Daily Rental Borrowing Base, (the amount of the excess, in each case, being referred to herein as an “Excess Amount”), then,  the Borrowers shall, without further notice, forthwith (but no later than three (3) Business Days)  repay Loans in an amount not less than the Excess Amount, as necessary so as to reduce the  applicable Excess Amount to zero.  Section 5.5 Mandatory Prepayment  The Borrowers shall be required to prepay the Loans outstanding as follows:  (1) Insurance Proceeds. Prepayments in an amount equal to 100% of the Net Proceeds from any casualty loss, insurance or condemnation proceeds (“Insurance Payment”) received by any Borrower in respect of Collateral (if the value of the Collateral is in excess of $5,000,000 and if any of the Collateral forms part of a borrowing base) unless the Master Borrower delivers to the Administrative Agent the following: (a) updated borrowing base certificates indicating that there is no Excess Amount after removing the Collateral from the applicable borrowing base, and (b) an Officer’s Certificate confirming compliance with the Financial Covenants immediately following any of the events described above. 





 






- 78 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Notwithstanding the foregoing, 100% of the Net Proceeds of any Insurance Payments relating to  New Motor Vehicles shall be prepaid to reduce the outstanding Loans under the Wholesale  Flooring Facility.  Section 5.6 Voluntary Prepayment  From time to time, prior to the applicable Final Maturity Date, the Borrowers may  voluntarily repay, without premium or penalty, in whole or in part, the Loans outstanding under  the Credit Facilities provided that all accrued interest with respect to the amount to be repaid  shall have been paid. The applicable Borrowers shall give to the Administrative Agent three (3)  Business Days prior written notice substantially in the form attached hereto as Schedule 5.6  indicating its desire to make any repayment and the amount of the repayment, provided that no  notice is required with respect to a repayment to be made to the Swing Line Lender under the  swingline component of an applicable Credit Facility.  Each such repayment specified in a  repayment notice shall be in the minimum aggregate amounts of $1,000,000 or whole multiplies  of $100,000 in excess thereof, depending on the currency of the Loans being repaid.  Section 5.7 Bulk Prepayments under Wholesale Flooring Facility  Each Wholesale Flooring Borrower may at any time and from time to time pre-pay to the  Administrative Agent for the account of the Lenders the whole or any part of any Borrowings  under the Wholesale Flooring Facility (without paying out a specific unit) on the following terms  and conditions only:  (a) all the Wholesale Flooring Bulk Prepayments are indefeasible payments to the Administrative   Agent on behalf of the Lenders which create a credit for the benefit of Wholesale Flooring Borrowers that has not, at the time of such payment, been allocated to specific Wholesale Flooring Loan (the “Bulk Credit”); (b) so long as no Default or Event of Default has occurred and is continuing, Wholesale Flooring Borrowers may allocate the Bulk Credit, from time to time, to whichever of their specific  Wholesale Flooring Loan as the such Borrowers see fit, in their sole discretion; (c) Bulk Credits exceeding 60% of the aggregate principal amount of the Wholesale Flooring Loans outstanding (the “Bulk Credit Cap”) are permitted provided that Bulk Credit Cap may temporarily be increased to 100% for a period not exceeding one hundred and twenty (120) days in any calendar year; however, such prepayments will not reduce the principal outstanding under interest-bearing Wholesale Flooring Loans, for the purpose of interest calculation only. Wholesale Flooring Borrowers agree at all times to monitor the amount of the Bulk Credit with respect to the Bulk Credit Cap; and (d) subject to the following limitations, Wholesale Flooring Borrowers may, from time to time, request that the Administrative Agent re-advance amounts equal to any of its Wholesale Flooring Bulk Prepayments to Wholesale Flooring Borrowers and when any such re-advance is made by the Administrative Agent to Wholesale Flooring Borrowers, the Administrative Agent shall reduce the total 





 






- 79 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  amount of the Bulk Credits  by an amount equal to the amount of such re- advance:  (i) the Wholesale Flooring Bulk Prepayments in excess of 60% of interest-  bearing Wholesale Flooring Facility Loans will not be used to reduce interest on the Wholesale Flooring Facility Loans; (ii) re-advances in an amount greater than the outstanding unapplied Wholesale Flooring Bulk Prepayments are not permitted; (iii) there will be no re-advances on vehicles where a partial or full Wholesale Flooring Bulk Prepayment has been applied to a specific vehicle Borrowing; and (e) re-advances are not permitted: (i) if the Wholesale Flooring Facility Limit would be exceeded, or (ii) if a Default or Event of Default has occurred and is continuing, or would occur from the Borrowing. Section 5.8 Cancellation; Commitment Reductions  The Borrowers may at any time cancel undrawn amounts of the Credit Facilities without  premium or penalty, in minimum amounts of $1,000,000 and in multiples of $500,000 subject to  giving the Administrative Agent five (5) Business Days prior written notice substantially in the  form attached as Schedule 5.8.  Amounts cancelled will not be reinstated.  ARTICLE 6 - PAYMENTS  Section 6.1 Payments Generally  All amounts owing in respect of the Credit Facilities, whether on account of principal,  interest or fees or otherwise, shall be paid in the currency in which the Borrowing is outstanding.   Each payment under this Agreement shall be made for value on the day the payment is due,  provided that if that day is not a Business Day, the payment shall be due on the Business Day  next following the day, unless the Business Day next following the day is in the next following  month, in which event the payment shall be made on the immediately preceding Business Day.   All interest and other fees shall continue to accrue until payment has been received by the  Administrative Agent.  Each payment shall be made, and each payment made hereunder shall be  credited for same day value if received, at the Administrative Agent’s Account for Payments at  or before 1:00 p.m. on the day the payment is due.  Receipt by the Administrative Agent from  the Borrowers of funds under this Agreement, as principal, interest, fees or otherwise, shall be  deemed to be in receipt of those funds by the Lenders.  Section 6.2 No Setoff  All payments to be made by the Borrowers shall be made without setoff or counterclaim  and without any deduction of any kind.  





 






 - 80 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Section 6.3 Application of Payments After Exercise of Rights Under Section 11.2  All payments made by or on behalf of the Borrowers after the exercise of any rights  arising under Section 11.2 shall be paid to the Administrative Agent and distributed, as the case  may be, rateably, to or among the Administrative Agent, the L/C Issuer, the Lender or the  Lenders to whom those payments are owing, in each instance in the following order:  (a) firstly, in payment of fees owing to the Administrative Agent under this  Agreement, the Fee Letter and the Supplemental Fee Letter and the reasonable  costs and expenses of any realization against the Borrowers or of its property and  assets, including the out-of-pocket expenses of the Administrative Agent and the  reasonable fees and out-of-pocket expenses of counsel, consultants and other  advisers employed in connection therewith and in payment of all costs and  expenses incurred by the Administrative Agent in connection with the  administration and enforcement of this Agreement or the other Loan Documents,  to the extent that those funds, costs and expenses shall not have been reimbursed  to the Administrative Agent;  (b) secondly, in payment of all other unpaid fees, reasonable expenses and accrued  and unpaid interest under the Credit Facilities owing by the Borrowers to the  Lenders and the L/C Issuer, on a rateable basis;  (c) thirdly, in payment of all principal and other reimbursement amounts under the  Credit Facilities owing by the Borrowers to the Lenders and the L/C Issuer and  Other Secured Obligations owing to Lenders under the Credit Facilities Hedge, on  a rateable basis;  (d) fourthly, in payment of all Other Secured Obligations owing to any Lender, on a  rateable basis; and  (e) fifthly, in payment of the balance, if any, to the Borrowers or such other person or  persons who may be entitled under Applicable Law or, in each case, their  respective successors or assigns, or as a court of competent jurisdiction may  otherwise direct.  ARTICLE 7– SECURITY DOCUMENTS  Section 7.1 Security Documents  The Borrowers have caused or shall cause the following documents to be executed and  delivered to the Administrative Agent on behalf of the Lenders to secure the Obligations, those  documents to be in form and substance satisfactory to the Administrative Agent and the Lenders:  (1) an unlimited guarantee and postponement of claim from each of the Borrowers  guaranteeing the due payment and performance to the Administrative Agent for and on behalf of  the Lenders of all Obligations of the other Borrowers;  (2) a first ranking general security agreement creating a security interest in all of the personal  property, assets and undertaking of each of the Borrower in favour of the Administrative Agent  for an on behalf of the Lenders, subject only to Permitted Liens (the “GSA”);  





 






 - 81 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    (3) an assignment of insurance granted by each of the Borrowers, as applicable, in favour of  the Administrative Agent for and on behalf of the Lenders;  (4) landlord and bailee waivers and postponements in respect of the leased properties listed  on Schedule 9.1(11) where Collateral included in a borrowing base is located, to the extent  attainable using reasonable commercial efforts in the case of arms-length landlords;  (5) subordination agreements requested by the Administrative Agent with respect to  Subordinated Debt; and  (6) priority agreements requested by the Administrative Agent with respect to any secured  Securitization Programs or Manufacturer Flooring Facilities.  ARTICLE 8 - CONDITIONS PRECEDENT  Section 8.1 Conditions Precedent to Borrowings  The effectiveness of this Agreement and the obligation of each Lender to make available  any Borrowing requested to be made available by it pursuant to this Agreement are subject to  and conditional upon the satisfaction of the following conditions as of the Closing Date:  (1) Delivery of Documents.  The Administrative Agent shall have received, in form and  substance satisfactory to the Administrative Agent, each of the following:  (a) this Agreement duly executed by all the parties thereto;  (b) each Security Document (other than those required to be delivered on a  reasonable commercial efforts basis in accordance with Section 7.1, which shall  only be required to be delivered on such basis) and all other Loan Documents (to  the extent required on the Closing Date) duly executed by all the parties thereto;  (c) any estoppels, no-interest letters or acknowledgments in respect of third-party  Liens, as may be required by the Administrative Agent;  (d) a closing Compliance Certificate dated the Closing Date confirming, among other  things:  (i) no Default or Event of Default, the absence of any Material Adverse  Change since December 31, 2021, with respect to the Obligors,  compliance with the Financial Covenants as of the most recently  completed Fiscal Quarter on a pro forma basis after giving effect to the  Credit Facilities; and  (ii) a certified statement of a Responsible Officer evidencing all necessary  third party authorizations and approvals being obtained;  (e) a Revolving Borrowing Base Certificate, Used Vehicle Flooring Borrowing Base  Certificate, Wholesale Leasing Borrowing Base Certificate and Daily Rental  Borrowing Base Certificate, in each case, executed by a Responsible Officer;  





 






 - 82 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    (f) a certificate of each of the General Partners, for and on behalf of itself and its  applicable Borrower, executed by a Responsible Officer of the such General  Partner, certifying:  (i) the names and the specimen signatures of the Persons authorized to sign  this Agreement and any other Loan Documents to be executed and  delivered by the Obligor under this Agreement as of the Closing Date;  (ii) that the constating documents and the by-laws of each General Partner and  the limited partnership agreement for its applicable Borrower, which in  each case shall be attached thereto, are complete and correct copies and  that such constating documents, by-laws and limited partnership  agreement have not been amended, modified or supplemented except as  attached thereto and are in full force and effect; and  (iii) the directors’ resolutions of each General Partner and all other corporate  and partnership authorizations necessary to authorize the execution and  delivery of and the performance by the Obligors of its obligations under  this Agreement, the Security Documents and the other Loan Documents to  which it is a party and all the transactions contemplated thereby;  (g) a certificate of status, good standing, or equivalent in respect of each Obligor  issued under the laws of the applicable jurisdictions in which such Obligor was  incorporated or formed, as the case may be;  (h) legal opinions of counsel to the Obligors in all relevant jurisdictions, in each case,  addressed to the Administrative Agent and each Lender with respect to, inter alia,  as applicable, due authorization, execution, delivery by, and enforceability  against, the Obligors of this Agreement, the Fee Letter, the Supplemental Fee  Letter and the Security Documents executed and delivered by the Obligors as of  the Closing Date and, with respect to the Provinces of Ontario, Alberta and  British Columbia, the creation of a valid security interest and the perfection, by  way of registration, of such security interests (with respect to the GSA), subject to  usual and customary assumptions and qualifications; and  (i) such other documents as the Administrative Agent and the Lenders may  reasonably require in connection with the Credit Facilities including, without  limitation, standard documentation used by a Lender in connection with the  issuance of Letters of Credit.  (2) Registration of Security Documents. All registrations, recordings and filings of or with  respect to the Security Documents which in the opinion of counsel to the Administrative Agent  are necessary to render effective and perfected, or to give notice of, the security intended to be  created thereby shall have been completed.  (3) Insurance.  The Administrative Agent shall have received duly executed certificate(s) of  insurance evidencing the insurance required under this Agreement showing first loss payable to  the Administrative Agent and showing the Administrative Agent as an additional insured under  all liability policies.  





 






- 83 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (4) No Material Adverse Change.  No Material Adverse Change with respect to any of the Obligors shall have occurred since December 31, 2021. (5) Searches.  The Administrative Agent shall have received satisfactory Lien, Tax and judgment searches against the Obligors in such jurisdictions and offices as reasonably determined by the Administrative Agent. (6) No Litigation.  There shall exist no judicial, administrative or other proceeding, investigation or litigation that has, or would reasonably be expected to have, a Material Adverse Effect. (7) Fees. All fees payable in accordance with this Agreement and the other Loan Documents (including the Fee Letter and the Supplemental Fee Letter), including reasonable legal fees and disbursements of counsel to the Arranger and Administrative Agent, due and payable on or before the Closing Date, shall have been paid, or will be paid concurrently with the closing of this Agreement, to the Administrative Agent. (8) Approvals.  The Administrative Agent shall have received confirmation satisfactory to the Administrative Agent that all Governmental Approvals necessary in connection with this Agreement, the Credit Facilities and the continuing operations of the Borrowers have been obtained. (9) Due Diligence. The Arranger, Administrative Agent and Lenders shall have completed their business and legal due diligence with results satisfactory to them, including satisfactory review of the legal and organizational structure of the Obligors. (10) Financial Statements. The Administrative Agent and the Lenders shall have received and be satisfied with (a) the unaudited consolidated financial statements of Master Borrower for the most recent Fiscal Year ended prior to the Closing Date, (b) unaudited interim consolidated financial statements of Master Borrower for each Fiscal Quarter end subsequent to the date of the latest financial statements delivered to the Administrative Agent; and (c) unconsolidated interim financial statements of the most recently ended Fiscal Quarter of each Borrower. (11) Prior Indebtedness. The Administrative Agent and the Lenders shall have received and be satisfied that all prior Debt, Liens and security in connection therewith, except for Permitted Debt and Permitted Liens, have been paid in full and terminated. (12) Know Your Client.  The Administrative Agent and each of the Lenders shall have received, not less than five Business Days prior to the Closing Date, all documentation and information in respect of the Borrowers, including their ownership and structure, and their respective authorized signing officers, including addresses and verified personal identification, as the Administrative Agent and Lenders may reasonably require in respect of Credit Facilities, including in respect of compliance with applicable “know your customer” and anti money laundering rules and regulations, including, without limitation, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act. Section 8.2 Conditions Precedent to All Borrowings  The obligations of the Lenders to make available any Borrowing, Rollover or  Conversion, in addition to being subject to and conditional upon the conditions being satisfied in  





 






- 84 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Section 8.1 on the Closing Date, are subject to and conditional upon each of the conditions below  being satisfied on the applicable Drawdown Date, Rollover Date or Conversion Date:  (1) No Default. No Default or Event of Default shall exist, nor shall the Borrowing, Rollover or Conversion result in the occurrence of a Default or Event of Default. (2) Representations Correct.  The representations and warranties contained in Section 9.1 shall be true and correct in all material respects on each Drawdown Date, Rollover Date or Conversion Date as if made on that date, except where any representation or warranty relates to a specified date, in which case that representation or warranty shall be made as of the date to which it relates. (3) Notice of Borrowing. The Borrowers shall have provided, to the extent required, any notice required in respect of such Borrowing, Rollover or Conversion in accordance with Article 3, in form and substance satisfactory to the Administrative Agent. Section 8.3 Waiver of a Condition Precedent  The conditions stated in Section 8.1 and Section 8.2 are inserted for the sole benefit of the  Administrative Agent and Lenders and may be waived by the Administrative Agent with the  consent of the Required Lenders, in whole or in part, with or without terms or conditions, in  respect of all or any portion of the Borrowings, without affecting the right of the Lenders to  require fulfilment of such conditions in connection with any subsequent Borrowing.  ARTICLE 9– REPRESENTATIONS AND WARRANTIES  Section 9.1 Representations and Warranties  Each of the Obligors makes the following representations and warranties to the  Administrative Agent, the L/C Issuer and each Lender, all of which shall survive the execution  and delivery of this Agreement:  (1) Existence, Power and Qualification.  Each of the Obligors (a) is duly incorporated or otherwise formed, organized and validly existing under the laws of its jurisdiction of incorporation, formation, or organization (b) is up to date in all filings required under those laws, (c) has the requisite power and authority to own, operate and lease its properties and assets and to conduct the businesses in which it is presently engaged, and (d) is duly qualified under the laws of each jurisdiction where its ownership, lease or operation of properties or assets or the conduct of its business requires qualification, except in each case referred to in (c) and (d), to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect. (2) Power and Authority.  The execution, delivery and performance by each of the Obligors of this Agreement, the Security Documents and the other Loan Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary or proper corporate, shareholder or other action, (c) do not conflict with, result in a breach or violation of, or constitute a default under, its constating documents, any unanimous shareholders’ agreement applicable to it or any Applicable Law, (d) do not conflict with or result in the breach or termination of, constitute a default under, or accelerate any performance required by any Material Contract, in each case, to the extent that such conflict, breach, termination, default or termination would reasonably be expected to have a Material Adverse Effect, and (e) do not and 





 






- 85 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  will not result in the creation of any Lien, except as set out in the Security Documents, upon any  of its assets or properties under any Material Contract.  (3) Authorization, Execution, Delivery and Binding Effect.  Each of this Agreement, the Security Documents and the other Loan Documents executed by the Obligors has been or will be duly authorized, executed and delivered and constitutes or will constitute a legal, valid and binding obligation of the Obligors, enforceable in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally, (b) the fact that specific performance and injunctive relief may only be given at the discretion of the courts, and (c) the equitable or statutory powers of the courts to stay proceedings before them and to stay the execution of judgments. (4) No Approvals Required.  (a) Each of the Obligors has obtained all Governmental Approvals which are necessary for the conduct of its business as presently conducted, each of which is in full force and effect, is a good, valid and subsisting approval which has not been surrendered, forfeited or become void or voidable and is unamended, (b) there is no default under any Governmental Approval, nor are there any proceedings in progress, pending or threatened which may result in the revocation, suspension or material adverse modification of the Governmental Approval, and (c) no further registration, order, permit, filing, consent, authorization, licence, decree or approval of, from or with any Person (including any Governmental Authority) is necessary or advisable in order to ensure the legality, validity, binding effect and enforceability of this Agreement, the Security Documents, or any other Loan Document or the execution, delivery or performance of the Obligors’ Obligations, except in each case referred to in (a) and (b), to the extent it would not reasonably be expected to have a Material Adverse Effect. (5) Financial Statements.  Master Borrower’s most recent consolidated financial statements (including pro forma consolidated financial statements), copies of which have been furnished to the Administrative Agent, were prepared in accordance with GAAP applied on a basis consistent with preceding periods, except as stated therein or in the notes, and those financial statements fairly represent Master Borrower’s financial condition as at their date. (6) Material Adverse Change.  Since the date of the financial statements referred to in Section 9.1(5), except as otherwise disclosed to the Administrative Agent in writing, there has been no Material Adverse Change with respect to the Obligors and no other change, event or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect. (7) Contingent Liabilities and Debt.  None of the Obligors has any contingent liabilities which are not disclosed in the most recent financial statements furnished to the Administrative Agent or otherwise disclosed to the Administrative Agent in writing which would have a Material Adverse Effect, nor has any of the Obligors incurred any Debt which would have a Material Adverse Effect which is not disclosed in those financial statements or otherwise disclosed to the Administrative Agent in writing. (8) Title to Assets and Liens.  Each of the Obligors are the legal and beneficial owners of, or validly leases, all of their respective real and personal assets free and clear of any Liens, other than Permitted Liens, and attached hereto as Schedule 9.1(8) is a list of all owned real property owned by any of the Obligors (the “Owned Property”). 





 






- 86 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (9) Real Property Leases.  Attached here as Schedule 9.1(9) is a description of all leases and licences respecting real property (the “Leased Property”) to which any of the Obligors is a party as lessee, including the name of the lessee and the lessor and the municipal address thereof. True and complete copies of all such lease agreements have been provided to the Administrative Agent.  Except as disclosed in Schedule 9.1(9), none of the Obligors has any material oral or written agreement with any lessor, tenant or sub-tenant of its real property or Leased Property. (10) GSA.  Upon execution and delivery thereof, the GSA will create valid and enforceable Liens upon the Collateral on the terms set out therein, subject only to the terms of this Agreement and to Permitted Liens. (11) Location of Assets, Places of Business.  All of the Borrowers’ tangible property and assets (other than property and assets in transit) and places of business are located in the locations set out in Schedule 9.1(11) and the jurisdiction of formation and the chief executive office (and principal place of business) of each Borrower is listed in Schedule 9.1(11). (12) No Default or Event of Default.  There exists no Default or Event of Default. (13) Compliance.  Each of the Obligors are in compliance with its constating documents and is in compliance in all with the Material Contracts to which it is a party and with all Applicable Laws, including health, safety and employment standards, labour codes and Environmental Laws, except in each case where failure to do so would not reasonably be expected to have Material Adverse Effect. (14) Litigation.  Other than as reported in the Borrowers’ most recent annual financial statements, no litigation, investigation or proceeding of or before any Governmental Authority, arbitrator, court or administrative agency is pending or, to its knowledge, threatened against any of the Obligors or against any of their respective properties, assets or revenues, including the Collateral, which, if determined adversely against any of them, would reasonably be expected to have a Material Adverse Effect. (15) Full Disclosure.  Neither the financial statements referred to in Section 9.1(5) nor any other statement furnished by any Obligor to the Administrative Agent in connection with this Agreement contains any untrue statement of a material fact or omits a material fact necessary to make those statements not misleading, and all those statements, taken as a whole, do not contain any untrue statement of a material fact or omit a material fact necessary to make the statements not misleading.  All expressions of expectation, intention, belief and opinion contained therein were honestly made on reasonable grounds after due and careful inquiry by the Obligor who furnished the statements. (16) Tax Returns.  Each of the Obligors has filed or caused to be filed all tax returns which are required to have been filed, and has paid all Taxes shown to be due and payable on those returns or on any assessments made against it and all other Taxes, fees or other charges imposed on it by any Governmental Authority, other than those the amount or validity of which is currently being contested in good faith by appropriate proceedings being diligently pursued, and with respect to which adequate reserves in conformity with GAAP have been provided in its books and of which the details have been provided to the Administrative Agent.  To its knowledge, no Liens for Taxes have been filed and no claims are being asserted with respect to any Taxes. 





 






- 87 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (17) Canadian Benefit and Pension Plans.  All Canadian Pension Plans (if any) to which the Obligors is a party are described in Schedule 9.1(17) .  None of the Borrowers maintains, or has any liability in respect of, any “defined benefit provision” (as defined in the ITA). All Canadian Pension Plans are being operated, administered and maintained in compliance with all Applicable Laws, except for such instances of non-compliance as have not resulted in and would not reasonably be expected to result in a Material Adverse Effect.  All premiums, contributions and any other amounts required by applicable Canadian Pension Plan documents or Applicable Laws to be paid or accrued by the Borrowers are being paid or accrued as required. Each Obligor has adopted all Canadian Benefit Plans required by Applicable Law and each of such plans has been maintained and each Obligor is in compliance with such Applicable Laws in all material respects including, without limitation, all requirements relating to employee participation, funding, investment of funds, benefits and transactions with the Obligors and persons related to them.  There is no proceeding, action, suit or claim pending or, to the knowledge of the Obligors, threatened involving the Canadian Benefit Plans or Canadian Pension Plans which, if determined adversely against any of them, would reasonably be expected to have a Material Adverse Effect. (18) Labour Matters.  Except as described in Schedule 9.1(18), there are (a) no strike or other labour disputes against any of the Obligors that are pending or, to any of the Obligors’ knowledge, threatened, and (b) none of the Obligors, is party to any labour, union or collective bargaining agreement or subject to any current union organizing event.  All payments due from the Obligors on account of employee insurance of every kind and vacation pay and any other remittances or obligations relating to employees of the Obligors have been paid or accrued as a liability on the books of the Obligor, except for such instances of non-compliance as have not resulted in and would not reasonably be expected to result in a Material Adverse Effect. (19) Insurance.  The Obligors maintain insurance in compliance with Section 10.1(2) and all premiums and other sums of money payable for that purpose have been paid. (20) Corporate Organization.  The corporate organization chart set out in Schedule 9.1(20) is a complete and accurate representation of the Obligors. (21) Engaged in Business of Vehicle Sales and Related Businesses. Except as otherwise consented to be the Administrative Agent, no Obligor is engaged in any business other than the business of (a) selling, leasing and financing motor vehicles, recreational vehicles and related activities, including rental programs and selling parts, services and accessories, (b) operating any body and service shops and related activities, (c) acquiring, owning, operating and, in some cases, selling dealerships engaged in such businesses, and (d) leasing or sub-leasing owned real property. (22) Environmental Activity.  Except as would not reasonably be expected to have a Material Adverse Effect, each of the Obligors has conducted its business in compliance with Environmental Laws and there is no Environmental Claim pending or, to the knowledge of any of the Obligors, threatened against any of them or their respective properties and assets, which if determined adversely would reasonably be expected to have a Material Adverse Effect. (23) Trade-marks, Patents, etc. Each of the Obligors possesses all patents, industrial designs, trade-marks, trade secrets, know-how, environmental technology, biotechnology, confidential information, trade-names, goodwill, quotas, copyrights, integrated circuit topographies, software and all other forms of intellectual and industrial property, and any 





 






- 88 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  registrations and applications for registration of any of the foregoing (collectively, the  “Intellectual Property”), necessary for the conduct of its business as now conducted., except to  the extent that the failure to do so would not reasonably be expected to have a Material Adverse  Effect  To the knowledge of the Obligors, none of the Obligors is infringing in any material  respect on the rights of any person with respect to any Intellectual Property and none of the  Obligors knows of any fact which is likely to result in the successful assertion against the  Obligors of a claim for such an infringement.  Section 9.2 Deemed Repetition  The representations and warranties made in Section 9.1 shall (a) continue in effect until payment  and performance of all the Obligations, and (b) be deemed to be repeated on each Drawdown  Date, Rollover Date and Conversion Date, mutatis mutandis, as if made on that date except  where any representation or warranty relates to a specified date in which case that representation  or warranty shall be made as of the date to which it relates.  ARTICLE 10– COVENANTS  Section 10.1 Affirmative Covenants of the Borrowers  While any amount owing under this Agreement or any of the other Loan Documents  remains unpaid, or the Administrative Agent or the Lenders have any obligations under this  Agreement or any of the other Loan Documents, each of the Obligors covenants with the  Administrative Agent and each Lender as follows:  (1) Corporate Existence. Each Obligor shall do or cause to be done all things necessary to keep in full force and effect its corporate existence and all rights, franchises, trademarks, licences and qualifications required for it and them to carry on their respective businesses and own, lease or operate their respective properties in each jurisdiction in which they carry on business or own, lease or operate property or assets from time to time. (2) Insurance.  Each Obligor shall maintain insurance on its and their respective properties and assets and for the operation of its and their respective businesses in such amounts and against such risks as would be customarily obtained and maintained by a prudent owner of similar properties and assets operating a similar business, including appropriate liability insurance, business interruption insurance and third party liability insurance.  Each Borrower shall provide copies of those policies to the Administrative Agent, which policies shall be satisfactory to the Administrative Agent, acting reasonably, and shall not be subject to any co-insurance clause. Each insurance policy shall include an endorsement whereby the insurers agree to give the Administrative Agent on behalf of the Lenders not less than 30 days notice of the cancellation of the policy of insurance.  The Administrative Agent shall either be named as loss payee or additional insured as its interest may appear in all of the Borrowers’ policies of insurance or otherwise be assured of the availability of continuing coverage in a manner satisfactory to the Administrative Agent. (3) Compliance with Laws, etc.  Each Obligor shall comply with all Applicable Laws and all Government Approvals required in respect of its and their respective businesses, properties, the Collateral, or any activities or operations carried out thereon including anti-money laundering laws , anti-corruption laws, health, safety and employment standards, labour codes and 





 






 - 89 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Environmental Laws, except in each case where failure to do would not reasonably be expected  to have a Material Adverse Effect.  (4) Government Approvals.  The Obligors shall obtain and maintain, by the observance and  performance of all obligations thereunder and conditions thereof, all Government Approvals  required for it and them to carry on their respective businesses.  (5) Conduct of Business.  Each of the Obligors shall:  (a) conduct its business in a proper and efficient manner and keep proper books of  account and records with respect to the operation of its business;  (b) diligently maintain, repair, use and operate its property and premises in a  commercially reasonable and efficient manner;  (c) maintain its physical assets in good condition so that each asset may be used at all  times for the purpose for which it was intended; and  (d) comply in with its obligations under its Material Contracts except where failure to  do would not reasonably be expected to have a Material Adverse Effect.  (6) Rights of Inspection and Audit. (a) at any reasonable time during normal business hours  and from time to time upon reasonable prior notice, not more than twice per year per Obligor,  unless an Event of Default has occurred and is continuing, the Obligors shall permit the  Administrative Agent and any Lender or any representative thereof (at the reasonable expense of  the Borrowers) to (i) examine and make copies of and abstracts from the records and books of  account of the Obligors, (ii) visit and inspect the premises and properties of the Borrowers (in  each case at the risk of the Borrowers, except for the gross negligence or wilful misconduct of  the inspecting party or the failure of any such inspecting party to comply with the Obligors’  health and safety requirements, as advised to such inspecting party), and (iii) discuss (outside of  the normal course communications between the Administrative Agent and any Obligor) the  affairs, operations, finances and accounts of the Obligors with any of the officers or directors of  the Obligors or, with the prior written consent of Master Borrower or after the occurrence and  during the continuance of an Event of Default, their respective accountants, consultants or other  third party consultants or representatives of the Obligors, and (b) make the necessary information  available and permit the Agent and the Lenders or their agents to conduct flooring, and/or daily  rental and/or revolving term audits, as applicable, during normal business hours once per Fiscal  Quarter for each Borrower, provided that the Administrative Agent and the Lenders reserve the  right to increase the frequency of such audits once per month for each Borrower if (i) an Event of  Default has occurred and is continuing or (ii) the results of a prior audit were not satisfactory to  the Agent and the Lenders, acting reasonably, and the applicable Borrower is provided with  written notice that such results were not satisfactory. Except for information required to be  disclosed by Applicable Law and information in the public domain, any information regarding  the Obligors obtained pursuant to this Section 10.1(6) or otherwise pursuant to any Loan  Document shall, for so long as no Event of Default has occurred and is continuing, not be  disclosed to third parties other than agents or other professionals engaged by the Administrative  Agent or any Lender to advise it with respect to this Agreement.  





 






 - 90 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    (7) Preservation of Existence, Etc.; Maintenance of Vehicle Title Documentation. If  applicable, preserve and maintain, in accordance with its standard policies and procedures, all  manufacturer statements of origin, certificates of origin, certificates of title or ownership and  other customary motor vehicle title documentation necessary or desirable in the normal conduct  of its business, except where failure to do so would not reasonably be expected to have a  Material Adverse Effect.  (8) Payment.  Each Obligor shall duly and punctually pay or cause to be paid all sums of  money due and payable by it under this Agreement and the other Loan Documents on the dates,  at the places and in the currency and the manner set forth herein and therein.  (9) Litigation.  Promptly upon becoming aware thereof, each applicable Obligor shall (a)  give notice to the Administrative Agent of any litigation, proceeding or dispute, threatened (in  writing) or commenced against it for claims in excess of the Threshold Amount, (b) advise the  Administrative Agent of the extent to which any adverse determination with respect to such  litigation, proceeding or dispute is covered by insurance, and (c) provide all reasonable  information requested by the Administrative Agent concerning the status of any such litigation,  proceeding or dispute.  (10) Pay Claims and Taxes.  Each Obligor shall promptly pay and discharge promptly to pay  and discharge, when due all Taxes charged to or payable by it or them and all lawful Claims  which, if unpaid, may result in a Lien (other than Permitted Liens) on its or their properties or  assets unless the relevant Tax or Claim is being actively and diligently contested in good faith by  appropriate proceedings and is adequately reserved against in accordance with GAAP.  Master  Borrower shall notify the Administrative Agent of each contest involving an amount in excess of  the Threshold Amount promptly upon forming the intention to contest the relevant payment, Tax  or Claim.  (11) Notice of Default or Material Adverse Change.  Each Obligor shall provide to the  Administrative Agent prompt notice of any event, change or condition that has had, or would be  reasonably expected to have, a Material Adverse Effect or any Default or Event of Default of  which it is aware, setting forth its details and, if such Material Adverse Effect, Default or Event  of Default is continuing, the action taken or to be taken to remedy it.  (12) Canadian Benefit and Pension Plans.  (a) The Obligors shall ensure that each Canadian Pension Plan and Canadian Benefit  Plan, if any, retains its registered status under and is administered in a timely  manner in all respects in accordance with the applicable pension plan text,  funding agreement, the ITA and all other Applicable Laws.  (b) The Obligors shall perform in all material respects all obligations (including (if  applicable), funding, investment and administration obligations) required to be  performed by it in connection with each Canadian Pension Plan and Canadian  Benefit Plan and the funding media therefor.  (c) The Obligors shall promptly deliver to the Administrative Agent (i) a copy of any  material direction, order, notice, ruling or opinion that the Obligors may receive  from any applicable Governmental Authority with respect to any Canadian  





 






 - 91 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Pension Plan; and (ii) notification any material increases in the benefits of any  existing Canadian Pension Plan, or the establishment of any new Canadian  Pension Plan.  (13) Use of Proceeds.  The Borrowers shall use all Borrowings solely for the purposes set out  in Article 2.  (14) Bank Accounts.  The Borrower shall maintain all of their operating bank accounts with  the Administrative Agent.  (15) Additional Borrower.  (a) The Borrowers shall, within thirty (30) days, cause any Person that is or becomes  a Designated Subsidiary of any of the Borrowers to become a “Borrower” for the  purposes of this Agreement and the other Borrowers shall cause such new  Borrower to:  (i) execute and deliver in favour of the Administrative Agent a Joinder  Agreement;  (ii) grant or cause to be granted to the Administrative Agent a first priority  perfected Lien (subject to Permitted Liens) in all of the assets of such new  Borrower(s) (which grant may be included in the Joinder Agreement); and  (iii) execute such other documents and take such other actions, including  delivery of legal opinions of counsel to such Borrower, as may be  reasonably required by the Lenders in connection therewith.  (b) Upon compliance with the applicable requirements of this Section, the applicable  Designated Subsidiary shall become a Borrower hereunder and under the other  applicable Loan Documents with the same force and effect as if originally named  as a Borrower herein.  The execution and delivery by an additional Borrower of a  Joinder Agreement adding such additional Borrower as a party to this Agreement  and the applicable Security Documents shall not require the consent of any other  Obligor hereunder.  The rights and obligations of each Obligor hereunder shall  remain in full force and effect notwithstanding the addition of any new Borrower  hereunder.  (16) Maintenance of Perfection; Further Assurances  Without limiting the foregoing, each Obligor will execute and deliver to the  Administrative Agent such documents, agreements and instruments, and will take or cause to be  taken such further actions (including the filing and recording of financing statements, fixture  filings, mortgages (but only with respect to Eligible Real Property), delivery of legal opinions  and/or title insurance policies, and other documents and such other actions or deliveries of the  type required by Section 7.1  as applicable), which may be required by Applicable Law or which  the Administrative Agent may, from time to time, reasonably request to carry out the terms and  conditions of this Agreement and the other Loan Documents and to ensure perfection and  priority of the Liens created or intended to be created by the Security Documents, all at the  expense of the Obligors.  





 






- 92 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  If any material assets (including any Real Property that is Eligible Real Property or  material improvements thereto) are owned or acquired by the Borrowers after the Closing Date  (other than assets constituting Collateral under the Security Documents that are or, upon  acquisition thereof, become subject to the Lien under the Security Documents), the Borrowers  will notify the Administrative Agent and the Lenders thereof, and, if requested by the  Administrative Agent or the Required Lenders, the Borrowers will cause such material assets to  be subjected to a Lien securing the Obligations and will take such actions as shall be necessary  or reasonably requested by the Administrative Agent to grant and perfect such Liens, all at the  reasonable expense of the Obligors.  Section 10.2 Negative Covenants of the Borrowers  While any amount owing under this Agreement or any of the other Loan Documents  remains unpaid, or the Administrative Agent or the Lenders have any obligations under this  Agreement or any of the other Loan Documents, each Obligor covenants with the Administrative  Agent and each Lender that it shall not without the prior consent of the Required Lenders:  (1) Dispositions.  Sell, lease, transfer, assign, convey or otherwise dispose of, any of their respective properties or assets (each, a “Disposition”), or enter into any sale and leaseback or similar transaction (each a “Sale-Leaseback”), except for (a) Dispositions in respect of Securitization Programs, the proceeds of which are used to repay the outstanding Wholesale Leasing Facility Loans to the extent such assets are included in the Wholesale Leasing Borrowing Base, (b) Dispositions in the ordinary course of business, (c) Dispositions of the Equity Interests in any Borrower (and its related General Partner) or all or substantially all of the assets of any Borrower (and its related General Partner) in each case for not less than fair market value, provided that at the time of such Disposition (i) no Event of Default has occurred and is continuing, (ii) Master Borrower has delivered to the Administrative Agent an Officer’s Certificate confirming that Master Borrower would be in compliance with the Financial Covenants after giving effect to such Disposition, and (iii) the remaining Borrowers are in compliance with the various borrowing base requirements, and (d) such other Dispositions or Sale-Leasebacks in respect of which (i) the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause do not exceed the Threshold Amount during any Fiscal Year, (ii) Master Borrower has delivered to the Administrative Agent an Officer’s Certificate confirming that Master Borrower would be in compliance with the Financial Covenants after giving effect to such Disposition, and (iii) the remaining Borrowers are in compliance with the various borrowing base requirements.  Notwithstanding the foregoing, 100% of the Net Proceeds from the Disposition of any New Motor Vehicles (regardless of the amount) shall be prepaid to reduce the outstanding Loans under the Wholesale Flooring Facility in accordance with Section 2.2. (2) Negative Pledge.  Assume, create or permit to exist any Lien, other than Permitted Liens, in respect of any of their respective undertakings, properties and assets, whether now owned or hereafter acquired. (3) Debt.  Create, incur, assume or permit to exist any Debt other than Permitted Debt. (4) Distributions.  Make any Distributions except for Permitted Distributions. 





 






- 93 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (5) Amalgamation and Merger.  Enter into any merger, consolidation, amalgamation, reorganization, reconstruction or arrangement (collectively, a “Reorganization”) with any Person other than (a) Permitted Acquisitions and (b) provided that the Administrative Agent is provided with 30 days prior notice, any Reorganization (i) that involves only the Obligors under this Agreement and no other Person,  and (ii) under which the Borrowers ensure that the Administrative Agent maintains a first ranking security interest on all the assets and property of all Borrowers and all documentation satisfactory to the Administrative Agent, acting reasonably, has been provided prior to such Reorganization (provided that such documentation may be provided to the Administrative Agent in escrow pending the completion of such Reorganization); provided that no Default or Event Of Default is existing at the time of such Reorganization and no Default or Event Of Default will exist after giving effect to such Reorganization. (6) Fundamental Change.  Undertake or give effect to any of the following: (a) change its business objectives, purposes or operations in any way which would adversely affect the repayment of the Obligations or result in a Material Adverse Effect; (b) materially change its capital structure (except as otherwise permitted pursuant to this Agreement, including permitted Dispositions); (c) amend its articles of incorporation or other constating documents if such amendment would reasonably be expected to have a Material Adverse Effect (provided prior written notice of such amendment is provided to the Administrative Agent); or (d) engage in any business other than businesses of the type described in Section 9.1(21). (7) Change of Control. Permit any Change of Control to occur without the prior consent of the Administrative Agent. (8) Material Contracts.  (a) Cancel or terminate any Material Contract; (b) waive any default or breach under any Material Contract; (c) amend or otherwise modify any Material Contract; or (d) take any other action in connection with any Material Contract, in each case in (a), (b), (c) and (d), if such action would reasonably be expected to have a Material Adverse Effect. (9) Leases.  Enter into any lease agreement other than in the ordinary course of business and on terms that are not less than market. (10) Investments.  Make any Investments other than Permitted Investments. (11) Expenditures.  Make any capital expenditures not otherwise permitted under Section 10.2(10) unless Master Borrower has delivered to the Administrative Agent an Officer’s Certificate confirming that Master Borrower would be in compliance with the Financial Covenants after giving effect to the capital expenditure. (12) Subordinated Debt. Make any prepayment, redemption or repurchase of any Subordinated Debt except any prepayments, redemptions or repurchases made in accordance with the terms of the subordination and postponement agreement applicable to such Subordinated Debt. (13) Fiscal Year End; Accounting Policies. Change its Fiscal Year or any material accounting policies or reporting practices, except as permitted by GAAP, without the prior written consent of the Administrative Agent and the Required Lenders. For greater certainty, and 





 






 - 94 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    without limitation, any changes to accounting policies or reporting practices that will affect the  calculation of the Financial Covenants shall be deemed to be “material” hereunder.  (14) Business Outside Certain Jurisdictions.  Have any material place of business or keep or  store any tangible property (other than property or assets in transit) outside of those jurisdictions  set forth in Schedule 9.1(11) unless prior to doing so (a) it provides prompt written notice to the  Administrative Agent of the new jurisdiction; and (b) the Administrative Agent has obtained a  perfected Lien in favour of the Administrative Agent on behalf of itself and the Lenders in such  new jurisdiction with the same scope as the Liens held by, or granted to, the Administrative  Agent on the Closing Date and, in this regard, it agrees to do all such acts and things and  executes and delivers all such deeds, transfers, assignments and instruments as the  Administrative Agent may reasonably require in order to facilitate the Administrative Agent  obtaining such Lien.  (15) No Export. Except as provided in paragraph (d) of definition of “Eligible Used Motor  Vehicle”, export any New Motor Vehicles and Used Motor Vehicles being financed by any of  the Credit Facilities outside of Canada unless, the financing related to such New Motor Vehicle  or Used Motor Vehicle has been repaid prior to or concurrently with its export.  (16) Hedge Contracts.  Enter into any Hedge Contracts of a speculative nature or outside the  scope of the Borrowers’ business or Hedge Contracts with a Lender or any other Person, other  than (a) the Credit Facilities Hedge (which may be entered into by the Lenders and the  Borrowers in their sole discretion), and (b) other non-speculative Hedge Contracts entered into  with a Lender for the purpose of mitigating the risk to the Borrowers from interest rate and US  Dollar exchange rate fluctuations.  (17) Transactions with Affiliates.  Enter into any transactions with any Affiliate or other  Person with whom the Obligor does not deal with at “arm’s length” for the purposes of the ITA,  except (a) transactions on commercially reasonable terms that are no less favourable to the  Obligors than would be obtained in a comparable arm’s length transaction with unrelated third  parties, and (b) transactions between or among the Obligors not involving any other Affiliate.  (18) Canadian Pension Plans.  It shall not contribute to or assume an obligation to contribute  to any Canadian Pension Plan which has a “defined benefit provision” (as defined in ITA).  Section 10.3 Financial Covenants  While any amount owing under this Agreement or any of the other Loan Documents  remains unpaid, or the Lenders have any obligations under this Agreement or any of the other  Loan Documents, Master Borrower covenants with each Lender that it shall maintain, at all  times, on a consolidated basis (excluding any Non-Designated Subsidiary), tested at the end of  each Fiscal Quarter:  (a) a Fixed Charge Coverage Ratio of not less than 1.20:1.00; and  (b) a Leverage Ratio of not more than 5.75:1.00.  For the purposes of calculating the above Financial Covenants:  (i) “Funded Debt” shall include Contingent Obligations,  





 






- 95 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (ii) capitalized rent payments in connection with any Permitted Acquisition shall be calculated on a trailing twelve month basis, (iii) Debt and Interest Expense incurred with respect to the Wholesale Flooring Facility, the Used Vehicle Flooring Facility, the Wholesale Leasing Facility, the Rental Facility and any Manufacturer Flooring Facility shall excluded from the calculation, and (iv) for the first four Fiscal Quarters from the Closing Date only, Distributions are to be normalized. Section 10.4 Accounting, Financial Statements and Other Information  While any amount owing under this Agreement or any of the other Loan Documents  remains unpaid, or the Administrative Agent or the Lenders have any obligations under this  Agreement or any of the other Loan Documents, the Obligors covenant with each Lender and the  Administrative Agent as follows:  (1) General.  The Obligors shall maintain a system of accounting established and administered in accordance with GAAP consistently applied and shall set aside on their respective books all proper reserves as GAAP shall require. (2) Monthly Reports.  The applicable Borrowers shall provide the Administrative Agent with the following reports on a monthly basis, promptly upon availability, and in any event within 30 days of the end of each month in each Fiscal Year (except December) and within forty five (45) days of the month ending after December 31st: (a) a Revolving Facility Borrowing Base Certificate with accompanying calculation in a form satisfactory to the Administrative Agent; (b) a Used Vehicle Flooring Facility Borrowing Base Certificate with accompanying Used Vehicle Flooring Borrowing Base report in a form satisfactory to the Administrative Agent; (c) a monthly Wholesale Leasing Borrowing Base Certificate attaching a monthly Wholesale Lease Management Report in a form satisfactory to the Administrative Agent; and (d) a monthly Daily Rental Borrowing Base Certificate attaching a monthly Daily Rental Management Report in a form satisfactory to the Administrative Agent. (3) Quarterly Reports.  The applicable Borrowers shall provide the Administrative Agent with the following reports on a quarterly basis (unless otherwise noted), promptly upon availability, and in any event within 45 days (unless otherwise noted) of the end of each Fiscal Quarter in each Fiscal Year: (a) quarterly internally prepared interim consolidated financial statements of Master Borrower (excluding any Non-Designated Subsidiary) together with accompanying cash flow statement (provided that cash flow statement to be delivered starting Fiscal Quarter ending September 30, 2022), for the first three 





 






 - 96 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Fiscal Quarters in each Fiscal Year (including a breakdown of sales, cost of sales  and inventory (new, used, parts/services), the outstanding Funded Debt under  each of the Credit Facilities and any other Funded Debt, breakdown of other  current assets and providing unit sales for new and used vehicles, and inventory  number of units;  (b) quarterly internally prepared interim unconsolidated financial statements of each  Borrower for the first three Fiscal Quarters in each Fiscal Year;   (c) a quarterly wholesale lease loan loss and payment delinquency report within 30  days of the end of each Fiscal Quarter, which report shall include delinquency  aging for leases included in the most recent Lease Management Report; and  (d) a Compliance Certificate for the first three Fiscal Quarters in each Fiscal Year.  (4) Annual Reports.  The Borrowers shall provide the Administrative Agent with the  following reports, promptly upon availability, and in any event within 120 days of the end of  each Fiscal Year:  (a) annual internally prepared financial statements of Master Borrower, on a  consolidated basis (but excluding any Non-Designated Subsidiary) together with  accompanying cash flow statement (including a breakdown of sales, cost of sales  and inventory (new, used, parts/services), the outstanding Funded Debt under  each of the Credit Facilities and any other Funded Debt, breakdown of other  current assets and providing unit sales for new and used vehicles ,and inventory  number of units,  (b) quarterly internally prepared interim unconsolidated financial statements of each  Borrower for the Fiscal Quarter ending December 31 in each Fiscal Year,  (c) a Compliance Certificate for the Fiscal Year, and  (d) an updated corporate organizational chart.  (5) Notice of Material Events.  The Borrowers will furnish to the Administrative Agent and  each Lender prompt written notice of the following:  (a) receipt of any notice of any investigation, litigation or proceeding by a  Governmental Authority that (i) seeks damages in excess of the Threshold  Amount, (ii) seeks injunctive relief and which would reasonably be expected to  have a Material Adverse Effect, (iii) is asserted or instituted against any Canadian  Benefit Plan, Canadian Pension Plan, its fiduciaries or its assets, and which would  reasonably be expected to have a Material Adverse Effect, (iv) alleges criminal  misconduct by any Obligor, (v) alleges the violation of any law regarding, or  seeks remedies in connection with, any Environmental Laws and which would  reasonably be expected to have a Material Adverse Effect, (vi) contests any  Taxes, fee, assessment, or other charge of a Governmental Authority in excess of  the Threshold Amount, or (vi) involves any product recall, the result of which  would reasonably be expected to have a Material Adverse Effect;  





 






- 97 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (b) any registered Lien (other than Permitted Liens) of which it becomes aware and which would reasonably be expected to have a Material Adverse Effect; and (c) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a  Responsible Officer of the applicable Borrower setting forth the details of the event or  development requiring such notice and any action taken or proposed to be taken with respect  thereto.  (6) Other Information.  The Obligors shall provide the Administrative Agent with such other reports and information regarding the operations, business, assets and financial condition of the Obligors as the Administrative Agent may reasonably request. Each of the financial statements required by this Section 10.4 shall set forth in comparative form  the corresponding figures for the corresponding period of the preceding fiscal period (if any), all  in reasonable detail.  ARTICLE 11– DEFAULT, ENFORCEMENT & ACCELERATION  Section 11.1 Events of Default  The occurrence of one or more of the following events or circumstances constitutes an  Event of Default under this Agreement:  (1) Non-payment of Principal.  The Borrowers fails to: (a) make when due, whether by, Demand, acceleration or otherwise, any payment of  principal required to be made by the Borrowers under this Agreement or any other  Loan Document except as described in paragraph (b) and (c) below, (b) cure any Out of Balance Condition referenced in paragraph (a) or (b) of the  definition of Out of Balance Condition, which condition shall remain unremedied  for a period of <*> days after notice from the Administrative Agent of such  failure, and (c) cure any Out of Balance Condition referenced in paragraph (c) of the definition of  Out of Balance Condition, which condition shall remain unremedied for a period  of <*> Business Day after the earlier of a Responsible Officer of an Obligor  having knowledge of the failure or an Obligor receiving written notice from the  Administrative Agent of such failure, (2) Non-payment of Interest, Fees or Other Amounts.  The Borrowers fails to make when  due, whether by Demand, acceleration or otherwise, any payment of interest, fees, costs or  any other payment under this Agreement or any other Loan Document and that failure is  not remedied within <*> days of its occurrence. (3) Breach of Covenants, etc.  Any Obligor fails to perform or observe: 





 






- 98 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (a) any term, condition, covenant or undertaking contained in Section 10.1(13),  Section 10.1(14), Section 10.2 (other than Section 10.2(17)) or Section 10.3; (b) any term, condition, covenant or undertaking contained in Section 10.2(15), shall  continue unremedied for more than <*> days after the earlier of a Responsible  Officer of an Obligor having knowledge of the failure or an Obligor receiving  written notice from the Administrative Agent of such failure; or (c) any other term, condition, covenant or undertaking contained in any Loan  Document to which it is a party which is not otherwise specifically addressed in  this Section 11.1 and that failure, if reasonably capable of being remedied, shall  continue unremedied for more than <*> days after the earlier of a Responsible  Officer of an Obligor having knowledge of the failure or an Obligor receiving  written notice from the Administrative Agent of such failure. (4) Cross-Default.  With respect to any Material Contract of any Obligor (other than under any Loan Document): (a) default occurs in the payment of any amount when due thereunder, whether by acceleration or otherwise (after giving effect to any cure period thereunder); or (b) default occurs in the performance or observance of any other obligation or condition with respect thereto and that default remains unremedied after any remedial period with respect thereto, and in each case, such default would reasonably be expected to result in, a Material Adverse Effect. (5) Representations and Warranties.  Any representation or warranty which is made by any Obligor in any Loan Document to which it is a party or which is deemed to have been made is untrue or incorrect when made or deemed to have been made in any material respect and the facts or circumstances which make such representation or warranty materially incorrect or untrue are not remedied and such representation or warranty remains materially incorrect or untrue for more than 20 days after the earlier of a Responsible Officer of an Obligor having actual knowledge of the untrue or incorrect representation or warranty, or an Obligor receiving written notice from the Administrative Agent of such untrue or incorrect representation or warranty. (6) Execution.  Any writ, distress, execution, attachment, seizure, garnishment, sequestration, extent or any similar process is issued, levied or enforced against any Obligor or any of their respective properties or assets for an amount in excess of the Threshold Amount and such writ, distress, execution, attachment, seizure, garnishment, sequestration, extent or similar process shall continue in effect and not be released, discharged or stayed within the lesser of 30 days and the period of time prescribed under Applicable Laws for the completion of the sale  of or realization against the properties or assets subject to such seizure or attachment (7) Invalidity and Contest.  This Agreement or any of the other Loan Documents, or any material provision hereof or thereof, shall at any time after execution and delivery hereof or thereof, for any reason, cease to be a legal, valid and binding obligation of any Obligor or cease to be enforceable against any Obligor in accordance with its terms or shall be declared to be null and void (and the same is not promptly effectively rectified or replaced by the Obligors upon 





 






- 99 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  becoming aware thereof), or the legality, validity, binding nature or enforceability of this  Agreement or any other Loan Document, or any provision hereof or thereof, shall be contested  by any Obligor or any Obligor shall deny that it has any further liabilities or obligations  hereunder or thereunder.  (8) Judgment.  One or more final judgments (subject to no further right of appeal) for the payment of money for an aggregate amount in excess of the Threshold Amount (excluding amounts covered by insurance to the extent the insurer has not denied coverage or a final determination denying such coverage has not been issued) is rendered against or in respect of one or more Obligors or any of their respective assets and either (i) enforcement proceedings have been commenced by a creditor upon the judgment or order, or (ii) there is any period of 30 consecutive days during which a stay of enforcement of the judgment or order, by reason of a pending appeal or otherwise, is not in effect. (9) Voluntary Proceedings.  Any Obligor: (a) institutes proceedings for substantive relief in any bankruptcy, insolvency, debt restructuring, reorganization, readjustment of debt, dissolution, liquidation, winding-up or other similar proceedings (including proceedings under the Bankruptcy and Insolvency Act (Canada), the Winding-up and Restructuring Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the incorporating statute of the relevant corporation or other similar legislation), including proceedings for the appointment of a trustee, interim receiver, receiver, receiver and manager, administrative receiver, custodian, liquidator, provisional liquidator, administrator, sequestrator or other like official with respect to the relevant corporation or all or any material part of its property or assets; (b) makes an assignment for the benefit of creditors; (c) is unable or admits in writing its inability to pay its debts as they become due or otherwise acknowledges its insolvency or commits any other act of bankruptcy or is taken to be insolvent under any applicable legislation; (d) voluntarily suspends the conduct of its business or operations; or acquiesces to, or takes any action in furtherance of, any of the foregoing.  (10) Involuntary Proceedings.  If any third party in respect of any of any Obligor: (a) makes any application under the Companies’ Creditors Arrangement Act (Canada) or similar legislation; (b) files a proposal or notice of intention to file a proposal under the Bankruptcy and Insolvency Act (Canada) or similar legislation; (c) institutes a winding-up proceeding under the Winding-up and Restructuring Act (Canada), any relevant incorporating statute or any similar legislation; (d) presents a petition in bankruptcy under the Bankruptcy and Insolvency Act (Canada) or any similar legislation; or 





 






- 100 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (e) files, institutes or commences any other petition, proceeding or case under any other bankruptcy, insolvency, debt restructuring, reorganization, incorporation, readjustment of debt, dissolution, liquidation, winding-up or similar law now or hereafter in effect, seeking bankruptcy, liquidation, reorganization, dissolution, winding-up, composition or readjustment of debt of any of them, the appointment of a trustee, interim receiver, receiver, receiver and manager, administrative receiver, custodian, liquidator, provisional liquidator, administrator, sequestrator or other like official for any of them, or any material part of any of their respective assets or any similar relief; and if the application, filing, proceeding, petition or case is not contested by bona fide  action on the part of the applicable Obligor and is not dismissed, stayed or withdrawn  within 30 days of commencement thereof.  (11) Creditor Action. Any secured creditor, encumbrancer or lien or, or any trustee, interim receiver, receiver, receiver and manager, administrative receiver, agent, bailiff or other similar official appointed by any secured creditor, encumbrancer or lien or, takes possession of, forecloses, seizes, retains, sells or otherwise disposes of, or otherwise proceeds to enforce security over any material assets of any Obligor or gives notice of its intention to do any of the foregoing and such notice is not revoked within 30 days after its issuance. Section 11.2 Rights upon Default and Event of Default  Upon the occurrence of a Default, the Administrative Agent shall upon the instructions of  the Required Lenders, on notice to the Borrowers, declare that the ability of the Borrowers to  make any further Borrowing under any Credit Facility shall be suspended pending the remedying  of the Default.  Upon the occurrence of an Event of Default pursuant to Section 11.1(9) or  Section 11.1(10), the Administrative Agent shall without notice to the Borrowers, and upon the  occurrence of any other Event of Default and for so long as the other Event of Default shall  continue, the Administrative Agent shall upon the instructions of the Required Lenders, do either  or both of the following with notice to Master Borrower:  (a) declare that the Commitments have expired and that the Lenders’ obligations to make Borrowings thereunder have terminated; and (b) declare the entire principal amount of all Borrowings outstanding, all unpaid accrued interest and all fees and other amounts required to be paid by the Borrowers hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Loan Document or otherwise permitted by law. From and after the issuance of any declaration referred to in this Section 11.2, no Lender  shall be required to honour any cheque or other instrument presented to it by the Borrowers  regardless of the date of issue or presentation.  Immediately upon receipt of a declaration under  Section 11.2(b), the Borrowers shall pay to the Administrative Agent on behalf of the Lenders all  amounts outstanding hereunder including the maximum amount payable under all outstanding  Letters of Credit which are unmatured or unexpired, which amounts shall be held by the  Administrative Agent pursuant to the provisions of this Agreement. If the Borrowers does not  





 






 - 101 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    pay any such amount so required to be paid, the applicable Lender shall have the option at any  time without notice to the Borrowers to make a Prime Loan to the Borrowers equal to that  amount, such Loan to bear interest at the rates specified in this Agreement.  The proceeds of such  Loan shall be held by the Administrative Agent in a non-interest bearing account as collateral  security for the Borrowers’ obligations under such Letters of Credit. The Borrowers shall execute  such security documents with respect to such Letters of Credit and any amounts paid or held in  respect thereof as the Administrative Agent shall reasonably require.  Section 11.3 Demand  Notwithstanding any other provision of this Agreement, all Obligations of the Borrowers  to the Lenders under the Wholesale Flooring Facility are repayable by the Borrowers to the  Administrative Agent for and on behalf of the Lenders upon demand (“Demand”). At any time,  a Lender (“Exit Lender”) may instruct the Administrative Agent to issue an Exit Notice to  Wholesale Flooring Borrowers regarding the payment of the entire principal amount of all  Borrowings then outstanding under the Wholesale Flooring Facility to such Exit Lender and all  accrued and unpaid interest thereon and all other Obligations outstanding hereunder in respect of  the Wholesale Flooring Facility owing to such Exit Lender (the “Exit Amount”), which shall  become due and payable within 120 days from the date of such Exit Notice, all without any other  notice and without presentment, protest, demand, notice of dishonour or any other demand  whatsoever (all of which are hereby expressly waived by Wholesale Flooring Borrowers).  Upon  repayment of the Exit Amount, the Wholesale Flooring Facility Limit shall be reduce by an  amount equal to the Applicable Percentage of Wholesale Flooring Facility Limit of the Exit  Lender. For greater certainty, nothing in this Agreement, including any references to a Default or  Event of Default, are intended to alter the demand nature of the Wholesale Flooring Facility.  Section 11.4 Waiver of Default  No express or implied waiver by the Administrative Agent and the Lenders or any of  them of any Default or Event of Default shall in any way be or be construed to be a waiver of  any future or subsequent Default or Event of Default.  To the extent permitted by Applicable  Law, each of the Borrowers hereby waives any rights now or thereafter conferred by statute or  otherwise which may limit or modify any of the Administrative Agent’s or the Lenders’ rights or  remedies under any Loan Document.  Each of the Borrowers acknowledges and agrees that the  exercise by the Administrative Agent or any Lender of any rights or remedies under any Loan  Document without having declared an acceleration shall not in any way alter, affect or prejudice  the right of the Administrative Agent and the Lenders to make a declaration pursuant to  Section 11.2 at any time upon the occurrence and during the continuance of an Event of Default  and, without limiting the foregoing, shall not be construed as or deemed to constitute a waiver of  any rights under Section 11.2.  ARTICLE 12– REMEDIES  Section 12.1 Remedies Cumulative  Subject to Section 11.3, for greater certainty, the rights and remedies of the  Administrative Agent and the Lenders under this Agreement and the other Loan Documents are  cumulative and are in addition to and not in substitution for any rights or remedies provided by  law or by equity.  Any single or partial exercise by the Administrative Agent or any Lender of  





 






 - 102 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    any right or remedy upon the occurrence of a Default or Event of Default shall not be deemed to  be a waiver of, or to alter, affect or prejudice any other right or remedy to which the  Administrative Agent or the Lender may be lawfully entitled as a result of the Default or Event  of Default, and any waiver by the Administrative Agent or any Lender of the strict observance  of, performance of or compliance with any term, covenant, condition or agreement herein  contained, and any indulgence granted thereby, either expressly or by conduct, shall be effective  only in the specific instance and for the purpose for which it is given and shall be deemed not to  be a waiver of any subsequent Default or Event of Default.  Section 12.2 Remedies Not Limited  The Administrative Agent on behalf of itself and the Lenders may, to the extent permitted  by Applicable Law, bring suit at law, in equity or otherwise, for any available relief or purpose  including: (a) the specific performance of any covenant or agreement contained in this  Agreement or in any other Loan Document; (b) an injunction against a violation of any of the  terms of this Agreement or any other Loan Document; (c) in aid of the exercise of any power  granted by this Agreement or any other Loan Document or by law; or (d) the recovery of any  judgment for any and all amounts due in respect of the Obligations.  Section 12.3 Sharing of Payments by Lenders  If any Lender, whether by voluntary payment or by exercising any right of setoff or  counterclaim or otherwise, obtains any payment or other reduction that might result in such  Lender receiving payment or other reduction of a proportion of the aggregate amount of its  Loans and accrued interest thereon or other obligations hereunder greater than its pro rata share  thereof as provided herein, then the Lender receiving such payment or other reduction shall  notify the Administrative Agent of such fact, and purchase (for cash at face value) participations  in the Loans and such other obligations of the other Lenders, or make such other adjustments as  shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably  in accordance with the aggregate amount of principal and accrued interest on their respective  Loans and other amounts owing them, provided that  (a) if any such participations are purchased and all or any portion of the payment  giving rise thereto is recovered, such participations shall be rescinded and the  purchase price restored to the extent of such recovery, without interest,  (b) the provisions of this Section shall not be construed to apply to (i) any payment  made by any Obligor pursuant to and in accordance with the express terms of this  Agreement or (ii) any payment obtained by a Lender as consideration for the  assignment of or sale of a participation in any of its Loans or participations in  disbursements under Letters of Credit to any assignee or participant, other than to  any Obligor or any Affiliate of an Obligor (as to which the provisions of this  Section shall apply); and  (c) the provisions of this Section shall not be construed to apply to (i) any payment  made while no Event of Default has occurred and is continuing in respect of  obligations of the Borrowers to such Lender that do not arise under or in  connection with the Loan Documents (subject to the terms of any intercreditor  agreement entered into between such Lender and the Administrative Agent in  





 






 - 103 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    respect of a Manufacturing Flooring Facility), (ii) any payment made in respect of  an obligation that is secured by a Permitted Lien or that is otherwise entitled to  priority over the Borrowers’ obligations under or in connection with the Loan  Documents, (iii) any reduction arising from an amount owing to an Obligor upon  the termination of derivatives entered into between the Obligor and such Lender,  or (iv) any payment to which such Lender is entitled as a result of any form of  credit protection obtained by such Lender.  The Obligors or the Borrowers on behalf of itself and the other Obligors consent to the foregoing  and agree, to the extent they may effectively do so under Applicable Law, that any Lender  acquiring a participation pursuant to the foregoing arrangements may exercise against each  Obligor rights of setoff and counterclaim and similar rights of Lenders with respect to such  participation as fully as if such Lender were a direct creditor of each Obligor in the amount of  such participation.  Section 12.4 Right of Setoff  If an Event of Default has occurred and is continuing, each of the Lenders and each of  their respective Affiliates is hereby authorized at any time and from time to time to set off and  apply any and all deposits (general or special, time or demand, provisional or final, in whatever  currency) at any time held and other obligations (in whatever currency) at any time owing by  such Lender or any such Affiliate to or for the credit or the account of any Obligor against any  and all of the obligations of the Borrowers now or hereafter existing under this Agreement or any  other Loan Document to such Lender, irrespective of whether or not such Lender has made any  demand under this Agreement or any other Loan Document and although such obligations of the  Obligor may be contingent or unmatured or are owed to a branch or office of such Lender  different from the branch or office holding such deposit or obligated on such indebtedness.  The  rights of each the Lenders and their respective Affiliates under this Section are in addition to  other rights and remedies (including other rights of setoff, consolidation of accounts and  bankers’ lien) that the Lenders or their respective Affiliates may have.  Each Lender agrees to  promptly notify the Borrowers and the Administrative Agent after any such setoff and  application, but the failure to give such notice shall not affect the validity of such setoff and  application.  If any Affiliate of a Lender exercises any rights under this Section 12.4, it shall  share the benefit received in accordance with Section 12.3 as if the benefit had been received by  the Lender of which it is an Affiliate.  Section 12.5 Administrative Agent or Lender May Perform Covenants  If any of the Borrowers fails to perform any of its obligations under any covenant  contained in this Agreement or any other Loan Document, the Administrative Agent or any  Lender may (but has no obligation to), upon notice to the applicable Borrower, perform any  covenant capable of being performed by it and, if the covenant requires the payment or  expenditure of money, it may make a Loan to fund that requirement, which Loan shall be repaid  by the Borrowers on demand.  That Loan shall bear interest at a rate calculated and paid in  accordance with Article 4.  





 






- 104 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Section 12.6 Decision to Enforce Security Documents  Upon the Security Documents becoming enforceable in accordance with their terms, the  Administrative Agent shall promptly so notify each of the Lenders. Any Lender may thereafter  provide the Administrative Agent with a written request to enforce the Security Documents.  Forthwith after the receipt of such a request, the Administrative Agent shall seek the instruction  of the Required Lenders as to whether the Security Documents should be enforced and the  manner in which the Security Documents should be enforced. In seeking such instructions, the  Administrative Agent shall submit a specific proposal to the Lenders. The Administrative Agent  shall promptly notify the Lenders of all instructions and approvals of the Required Lenders. If  the Required Lenders instruct the Administrative Agent to enforce the Security Documents, each  of the Lenders agree to accelerate the Obligations owed to it, including with respect to any  Hedge Contracts made between a Lender and a Borrower, in accordance with and to the extent  permitted under such Hedge Contracts.  ARTICLE 13– THE ADMINISTRATIVE AGENT AND THE LENDERS  Section 13.1 Appointment and Authority  Each of the Lenders and the L/C Issuer hereby irrevocably appoints the Administrative  Agent to act on its behalf as the administrative agent hereunder and under the other Loan  Documents and authorizes the Administrative Agent to take such actions on its behalf and to  exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,  together with such actions and powers as are reasonably incidental thereto.  The provisions of  this Article 13 are solely for the benefit of the Administrative Agent, the Lenders and the L/C  Issuer, and no Obligor shall have rights as a third party beneficiary of any of such provisions  (other than under Section 13.7(1), Section 13.16 and any rights of an Obligor to receive notice as  specified in this Article 13).  Section 13.2 Rights as a Lender  The Person serving as the Administrative Agent hereunder shall have the same rights and  powers in its capacity as a Lender as any other Lender and may exercise the same as though it  were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise  expressly indicated or unless the context otherwise requires, include the Person serving as the  Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may  accept deposits from, lend money to, act as the financial advisor or in any other advisory  capacity for and generally engage in any kind of business with any Obligor or any Affiliate  thereof as if such Person were not the Administrative Agent and without any duty to account to  the Lenders.  All communication between the Borrowers and any Lender in connection with this  Agreement and the other Loan Documents shall be directed through the Administrative Agent.   All notices by a Lender to the Administrative Agent shall be through the Administrative Agent’s  Branch of Account and all notices by the Administrative Agent to the Lender shall be through  the Lender’s Branch of Account.  





 






 - 105 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Section 13.3 Exculpatory Provisions  (1) The Administrative Agent shall not have any duties or obligations except those expressly  set forth herein and in the other Loan Documents.  Without limiting the generality of the  foregoing, the Administrative Agent:  (a) shall not be subject to any fiduciary or other implied duties, regardless of whether  a Default has occurred and is continuing;  (b) shall not have any duty to take any discretionary action or exercise any  discretionary powers, except discretionary rights and powers expressly  contemplated hereby or by the other Loan Documents that the Administrative  Agent is required to exercise as directed in writing by the Required Lenders (or  such other number or percentage of the Lenders as shall be expressly provided for  in the Loan Documents), but the Administrative Agent shall not be required to  take any action that, in its opinion or the opinion of its counsel, may expose the  Administrative Agent to liability or that is contrary to any Loan Document or  Applicable Law;  (c) shall not, except as expressly set forth herein and in the other Loan Documents,  have any duty to disclose, and shall not be liable for the failure to disclose, any  information relating to the Borrowers or any of its Affiliates that is communicated  to or obtained as the Administrative Agent or any of its Affiliates in any capacity;  and  (d) although the Administrative Agent shall promptly deliver to each of the Lenders,  at their respective Branches of Account, all documents, papers, materials and  other information as are furnished by the Borrowers to the Agent on behalf of the  Lenders under this Agreement, it shall have no other obligation to provide any  Lender with any credit or other information whatsoever with respect to the  Borrowers and shall be under no obligation to inquire as to the performance by  the Borrowers of its obligations under this Agreement or any other Loan  Document.  (2) The Administrative Agent shall not be liable for any action taken or not taken by it  (a) with the consent or at the request of the Required Lenders (or such other number or  percentage of the Lenders as is necessary, or as the Administrative Agent believes in good faith  is necessary, under the provisions of the Loan Documents) or (b) in the absence of its own gross  negligence or wilful misconduct.  The Administrative Agent shall be deemed not to have  knowledge of any Default unless and until notice describing the Default is given to the  Administrative Agent by any of the Borrowers or a Lender.  (3) Except as otherwise expressly specified in this Agreement, the Administrative Agent  shall not be responsible for or have any duty to ascertain or inquire into (a) any statement,  warranty or representation made in or in connection with this Agreement or any other Loan  Document, (b) the contents of any certificate, report or other document delivered hereunder or  thereunder or in connection herewith or therewith, (c) the financial condition of any Borrower,  (d) the performance or observance of any of the covenants, agreements or other terms or  conditions set forth herein or therein or the occurrence of any Default, (e) the validity,  





 






 - 106 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any  other agreement, instrument or document, or (f) the satisfaction of any condition specified in this  Agreement, other than to confirm receipt of items expressly required to be delivered to the  Administrative Agent.  Section 13.4 Reliance by Administrative Agent  The Administrative Agent shall be entitled to rely upon, and shall not incur any liability  for relying upon, any notice, request, certificate, consent, statement, instrument, document or  other writing (including any electronic message, Internet or intranet posting or other distribution)  believed by it to be genuine and to have been signed, sent or otherwise authenticated by the  proper Person.  The Administrative Agent also may rely upon any statement made to it orally or  by telephone and believed by it to have been made by the proper Person, and shall not incur any  liability for relying thereon.  In determining compliance with any condition hereunder to the  making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the  satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such  condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall  have received notice to the contrary from such Lender or the L/C Issuer prior to the making of  such Loan or the issuance of such Letter of Credit.  The Administrative Agent may consult with  legal counsel (who may be counsel for the Borrowers), independent accountants and other  experts selected by it, and shall not be liable for any action taken or not taken by it in accordance  with the advice of any such counsel, accountants or experts.  Section 13.5 Indemnification of Administrative Agent  Each Lender agrees to indemnify the Administrative Agent and hold it harmless (to the  extent not reimbursed by the Borrowers), rateably according to its Applicable Percentage (and  not jointly or jointly and severally) from and against any and all losses, claims, damages,  liabilities and related expenses, including the fees, charges and disbursements of any counsel,  which may be incurred by or asserted against the Administrative Agent in any way relating to or  arising out of the Loan Documents or the transactions therein contemplated.  However, no  Lender shall be liable for any portion of such losses, claims, damages, liabilities and related  expenses resulting from the Administrative Agent’s gross negligence or wilful misconduct.  Section 13.6 Delegation of Duties  The Administrative Agent may perform any and all of its duties and exercise its rights  and powers hereunder or under any other Loan Document by or through any one or more sub- agents appointed by the Administrative Agent from among the Lenders (including the Person  serving as Administrative Agent) and their respective Affiliates.  The Administrative Agent and  any such sub-agent may perform any and all of its duties and exercise its rights and powers by or  through their respective Related Parties.  The provisions of this Article and other provisions of  this Agreement for the benefit of the Administrative Agent shall apply to any such sub-agent and  to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to  their respective activities in connection with the syndication of the credit facilities provided for  herein as well as activities as Administrative Agent.  





 






 - 107 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Section 13.7 Replacement of Administrative Agent  (1) The Administrative Agent may at any time give notice of its resignation to the Lenders,  the L/C Issuer and the Borrowers.  Upon receipt of any such notice of resignation, the Required  Lenders shall have the right, with the prior written consent of the Master Borrower (but only if  no Event of Default has occurred and is continuing), to appoint a successor, which shall be a  Lender and having an office in Toronto, Ontario, or an Affiliate of any such Lender with an  office in Toronto.  The Administrative Agent may also be removed at any time by the Required  Lenders upon 30 days’ notice to the Administrative Agent and the Borrowers as long as the  Required Lenders, with the prior written consent of the Master Borrower (but only if no Event of  Default has occurred and is continuing), appoint and obtain the acceptance of a successor within  such 30 days, which shall be a Lender having a Commitment and having an office in Toronto, or  an Affiliate of any such Lender with an office in Toronto.  (2) If no such successor shall have been so appointed by the Required Lenders and shall have  accepted such appointment within 30 days after the retiring Administrative Agent gives notice of  its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a  successor Administrative Agent meeting the qualifications specified in Section 13.7(1), provided  that if the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying  Person has accepted such appointment, then such resignation shall nonetheless become effective  in accordance with such notice and (a) the retiring 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 under  any of the Loan Documents, the retiring Administrative Agent shall continue to hold such  collateral security until such time as a successor Administrative Agent is appointed) and (b) all  payments, communications and determinations provided to be made by, to or through the  Administrative Agent shall instead be made by or to each Lender directly, until such time as the  Required Lenders appoint a successor Administrative Agent as provided for in Section 13.7(1).  (3) Upon a successor’s appointment as Administrative Agent hereunder, such successor shall  succeed to and become vested with all of the rights, powers, privileges and duties of the former  Administrative Agent, and the former Administrative Agent shall be discharged from all of its  duties and obligations hereunder or under the other Loan Documents (if not already discharged  therefrom as provided in Section 13.7(1)).  The fees payable by the Borrowers to a successor  Administrative Agent shall be the same as those payable to its predecessor unless otherwise  agreed between the Borrowers and such successor.  After the termination of the service of the  former Administrative Agent, the provisions of this Article 13 and of Section 15.8 shall continue  in effect for the benefit of such former Administrative Agent, its sub-agents and their respective  Related Parties in respect of any actions taken or omitted to be taken by any of them while the  former Administrative Agent was acting as Administrative Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               Section 13.8 Non-Reliance on Administrative Agent and Other Lenders  Each of the Lenders and the L/C Issuer acknowledges that it has, independently and  without reliance upon the Administrative Agent or any other Lender or any of their Related  Parties and based on such documents and information as it has deemed appropriate, made its own  credit analysis and decision to enter into this Agreement.  Each of the Lenders and the L/C Issuer  also acknowledges that it will, independently and without reliance upon the Administrative  Agent or any other Lender or any of their Related Parties and based on such documents and  





 






 - 108 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    information as it shall from time to time deem appropriate, continue to make its own decisions in  taking or not taking action under or based upon this Agreement, any other Loan Document or  any related agreement or any document furnished hereunder or thereunder.  Section 13.9 Collective Action of the Lenders  (1) Each of the Lenders and the L/C Issuer hereby acknowledges that to the extent permitted  by Applicable Law, any collateral security and the remedies provided under the Loan Documents  to the Lenders are for the benefit of the Lenders and the L/C Issuer collectively and acting  together and not severally and further acknowledges that its rights hereunder and under any  collateral security are to be exercised not severally, but by the Administrative Agent upon the  decision of the Required Lenders (or such other number or percentage of the Lenders as shall be  expressly provided for in the Loan Documents).  Accordingly, notwithstanding any of the  provisions contained herein or in any collateral security, each of the Lenders and the L/C Issuer  hereby covenants and agrees that it shall not be entitled to take any action hereunder or  thereunder including any declaration of default hereunder or thereunder but that any such action  shall be taken only by the Administrative Agent with the prior written agreement of the Required  Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in  the Loan Documents).  Each of the Lenders and the L/C Issuer hereby further covenants and  agrees that upon any such written agreement being given, it shall co-operate fully with the  Administrative Agent to the extent requested by the Administrative Agent.  Notwithstanding the  foregoing, in the absence of instructions from the Lenders and where in the sole opinion of the  Administrative Agent, acting reasonably and in good faith, the exigencies of the situation  warrant such action, the Administrative Agent may without notice to or consent of the Lenders  take such action on behalf of the Lenders and the L/C Issuer as it deems appropriate or desirable  in the interest of the Lenders.  (2) Without limiting the generality of the foregoing, the Administrative Agent shall have the  sole and exclusive right and authority to (a) act as the disbursing and collecting agent for the  Lenders and the L/C Issuer with respect to all payments and collections arising in connection  herewith and with the Security Documents; (b) execute and deliver each Loan Document and  accept delivery of each such agreement delivered by the Obligors; (c) act as collateral agent for  the Lenders and the L/C Issuer for purposes of the perfection of all security interests and Liens  created by such agreements and all other purposes stated therein; (d) manage, supervise and  otherwise deal with the Collateral; (e) take such action as is necessary or desirable to maintain  the perfection and priority of the security interests and Liens created or purported to be created  by the Security Documents; and (f) except as may be otherwise specifically restricted by the  terms hereof or of any other Loan Document, exercise all remedies given to the Administrative  Agent and the Lenders and the L/C Issuer with respect to the Collateral under the Loan  Documents relating thereto, Applicable Law or otherwise.  Section 13.10 No Other Duties, etc.  Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers or  holders of similar titles, if any, specified in this Agreement shall have any powers, duties or  responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,  as applicable, as the Administrative Agent or a Lender hereunder.  





 






 - 109 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Section 13.11 Administrative Agent’s Clawback  (1) Funding by Lenders; Presumption by Administrative Agent.  Unless the  Administrative Agent shall have received notice from a Lender prior to the proposed date of any  advance of funds that such Lender will not make available to the Administrative Agent such  Lender’s share of such advance, the Administrative Agent may assume that such Lender has  made such share available on such date in accordance with the provisions of this Agreement  concerning funding by Lenders and may, in reliance upon such assumption, make available to  the Borrowers a corresponding amount.  In such event, if a Lender has not in fact made its share  of the applicable advance available to the Administrative Agent, then the applicable Lender shall  pay to the Administrative Agent forthwith on demand such corresponding amount with interest  thereon, for each day from and including the date such amount is made available to the  Borrowers to but excluding the date of payment to the Administrative Agent, at a rate determined  by the Administrative Agent in accordance with prevailing banking industry practice on  interbank compensation.  If such Lender pays such amount to the Administrative Agent, then  such amount shall constitute such Lender’s Loan included in such advance.  If the Lender does  not do so forthwith, the Borrowers shall pay to the Administrative Agent forthwith on demand  such corresponding amount with interest thereon at the interest rate applicable to the advance in  question.  Any payment by the Borrowers shall be without prejudice to any claim the Borrowers  may have against a Lender that has failed to make such payment to the Administrative Agent.  (2) Payments by Borrowers; Presumptions by Administrative Agent.  Unless the  Administrative Agent shall have received notice from the Borrowers prior to the date on which  any payment is due to the Administrative Agent for the account of any Lender hereunder that the  Borrowers will not make such payment, the Administrative Agent may assume that the  Borrowers have made such payment on such date in accordance herewith and may, in reliance  upon such assumption, distribute the amount due to the Lenders.  In such event, if the Borrowers  have not in fact made such payment, then each of the Lenders severally agrees to repay to the  Administrative Agent forthwith on demand the amount so distributed to such Lender with  interest thereon, for each day from and including the date such amount is distributed to it to but  excluding the date of payment to the Administrative Agent, at a rate determined by the  Administrative Agent in accordance with prevailing banking industry practice on interbank  compensation.  Section 13.12 Erroneous Payments  (a) If the Administrative Agent notifies a Lender, or any Person who has received  funds on behalf of a Lender (any such Lender or other recipient, a “Payment  Recipient”) that the Administrative Agent has determined in its sole discretion  (whether or not after receipt of any notice under Section 13.12(b)) that any funds  received by such Payment Recipient from the Administrative Agent or any of its  Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly  received by, such Payment Recipient (whether or not known to such Lender or  other Payment Recipient on its behalf) (any such funds, whether received as a  payment, prepayment or repayment of principal, interest, fees, distribution or  otherwise, individually and collectively, an “Erroneous Payment”) and demands  the return of such Erroneous Payment (or a portion thereof) (provided, that,  without limiting any other rights or remedies (whether at law or in equity), the  Administrative Agent may not make any such demand under this Section 13.12(a)  





 






- 110 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  with respect to an Erroneous Payment unless such demand is made within two (2)  days of the date of receipt of such Erroneous Payment by the applicable Payment  Recipient), such Erroneous Payment shall at all times remain the property of the  Administrative Agent and shall be segregated by the Payment Recipient and held  in trust for the benefit of the Administrative Agent, and such Lender shall (or,  with respect to any Payment Recipient who received such funds on its behalf,  shall cause such Payment Recipient to promptly, but in no event later than two (2)  Business Days thereafter, return to the Administrative Agent the amount of any  such Erroneous Payment (or portion thereof) as to which such a demand was  made, in same day funds (in the currency so received), together with interest  thereon in respect of each day from and including the date such Erroneous   Payment (or portion thereof) was received by such Payment Recipient to the date  such amount is repaid to the Administrative Agent in same day funds at the  greater of the Federal Funds Effective Rate and a rate determined by the  Administrative Agent in accordance with banking industry rules on interbank  compensation from time to time in effect. A notice of the Administrative Agent to  any Payment Recipient under this Section 13.12(a) shall be conclusive, absent  manifest error.  (b) Without limiting Section 13.12(a), each Lender, or any Person who has received funds on behalf of a Lender, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (i) (A) in the case of Section 13.12(b) (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of Section 13.12(b)(z)), in each case, with respect to such payment, prepayment or repayment; and (ii) such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent  pursuant to this Section 13.12(b)(ii). (c) Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender 





 






 - 111 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    from any source, against any amount due to the Agent under Section 13.12(a),  Section 13.12(b) or under the indemnification provisions of this Agreement.  (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by  the Administrative Agent for any reason, after demand therefor by the  Administrative Agent in accordance with Section 13.12(a), from any Lender that  has received such Erroneous Payment (or portion thereof) (and/or from any  Payment Recipient who received such Erroneous Payment (or portion thereof) on  its respective behalf) (such unrecovered amount, an “Erroneous Payment  Return Deficiency”), upon the Administrative Agent’s notice to such Lender at  any time, (i) such Lender shall be deemed to have assigned its Loans (but not its  Commitments) of the relevant Credit Facility with respect to which such  Erroneous Payment was made (the “Erroneous Payment Impacted Facility”) in  an amount equal to the Erroneous Payment Return Deficiency (or such lesser  amount as the Administrative Agent may specify) (such assignment of the Loans  (but not Commitments) of the Erroneous Payment Impacted Facility, the  “Erroneous Payment Deficiency Assignment”) at par plus any accrued and  unpaid interest (with the assignment fee to be waived by the Administrative Agent  in such instance), and is hereby (together with the Borrowers) deemed to execute  and deliver an Assignment Agreement with respect to such Erroneous Payment  Deficiency Assignment (with such modifications as are necessary, in the  Administrative Agent’s sole discretion, to ensure that only Loans, and not  Commitments, are assigned thereunder), (ii) the Administrative Agent as the  assignee Lender shall be  deemed to acquire the Erroneous Payment Deficiency  Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the  assignee Lender shall become a Lender hereunder with respect to such Erroneous  Payment Deficiency Assignment and the assigning Lender shall cease to be a  Lender, hereunder with respect to such Erroneous Payment Deficiency  Assignment, excluding, for the avoidance of doubt, its obligations under the  indemnification provisions of this Agreement and its applicable Commitments  which shall survive as to such assigning Lender and (iv) the Administrative Agent  may reflect in the Register its ownership interest in the Borrowings subject to the  Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its  discretion, but subject to Section 14.2 (as if it were a Lender), sell any Loans  acquired pursuant to an Erroneous Payment Deficiency Assignment and upon  receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency  owing by the applicable Lender shall be reduced by the net proceeds of the sale of  such Loan (or portion thereof), and the Administrative Agent shall retain all other  rights, remedies and claims against such Lender (and/or against any recipient that  receives funds on its respective behalf). For the avoidance of doubt, no Erroneous  Payment Deficiency Assignment will reduce the Commitments of any Lender and  such Commitments shall remain available in accordance with the terms of this  Agreement. In addition, each party hereto agrees that, except to the extent that the  Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an  Erroneous Payment Deficiency Assignment, and irrespective of whether the  Administrative Agent may be equitably subrogated, the Administrative Agent  shall be contractually subrogated to all the rights and interests of the applicable  Lender under the Loan Documents with respect to each Erroneous Payment  Return Deficiency (the “Erroneous Payment Subrogation Rights”).  





 






- 112 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Obligor, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrowers or any other Obligor for the purpose of making such Erroneous Payment. (f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counter-claim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine (g) Each party’s obligations, agreements and waivers under this Section 13.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. Section 13.13 Arrangements for Borrowings  The Administrative Agent shall give notice to each Lender promptly in writing upon  receipt by the Administrative Agent of any notice given under this Agreement that affects a  Lender.  The Administrative Agent shall advise each Lender of the amount, date and details of  each Borrowing and of each Lender’s participation in each Borrowing.  At or before 1:00 p.m.  on the Drawdown Date, each Lender will make its participation available to the Borrowers at the  Administrative Agent’s Account for Payments and, for greater certainty, Bankers’ Acceptances  shall be accepted by the Lenders at their respective Branches of Account.  Section 13.14 Arrangements for Repayment of Borrowings  All payments made by or on behalf of the Borrowers and received by the Administrative  Agent, whether before or after the exercise of any rights arising under Section 11.2, shall be paid  to each Lender in accordance with its entitlement under this Agreement.  Payment by the  Administrative Agent shall be made promptly following receipt and, in any event, the  Administrative Agent shall use its reasonable efforts to pay to each Lender at the applicable  Lender’s Branch of Account the applicable amount on the same Business Day as the amount is  received by the Administrative Agent.  Section 13.15 No Partnership  Nothing contained in this Agreement and no action taken pursuant to it shall be deemed  to constitute the Lenders a partnership, association, joint venture or other similar entity.  Section 13.16 Administrative Agent May Deal With Collateral  Each of the Lenders hereby directs, in accordance with the terms hereof, the  Administrative Agent to release any Lien held by the Administrative Agent for the benefit of the  Lenders and the L/C Issuer against:  





 






 - 113 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    (a) all of the Collateral, upon termination of the Commitments and payment and  satisfaction in full of all Loans and Obligations that the Administrative Agent has  been notified in writing are then due and payable (and, in respect of contingent  Letter of Credit Obligations, with respect to which cash collateral has been  deposited or a back-up letter of credit has been issued, in either case on terms  reasonably satisfactory to the Administrative Agent); and  (b) any part of the Collateral sold or disposed of by the Borrowers if such sale or  disposition is permitted by this Agreement (or permitted pursuant to a waiver or  consent of a transaction otherwise prohibited by this Agreement if such waiver or  consent is consented to by the Required Lenders in accordance with the terms of  this Agreement).  Each of the Lenders hereby directs the Administrative Agent to execute and deliver or  file such termination and partial release statements and do such other things as are necessary to  release Liens to be released pursuant to this Section 13.16 promptly upon the effectiveness of  any such release.  Section 13.17 Indemnity of Administrative Agent  The Administrative Agent may refrain from exercising any right, power or discretion or  taking any action to protect or enforce the rights of any Lender under this Agreement and the  Loan Documents until it has been indemnified or secured to its satisfaction against any and all  costs, losses, expenses or liabilities (including legal fees) which it would or might sustain or  incur as a result of the action or exercise.  ARTICLE 14 - SUCCESSORS AND ASSIGNS  Section 14.1 Successors and Assigns Generally  The provisions of this Agreement shall be binding upon and inure to the benefit of the  parties hereto and their respective successors and assigns permitted hereby, except that no  Obligor may assign or otherwise transfer any of its rights or obligations hereunder without the  prior written consent of the Administrative Agent and each Lender and no Lender may assign or  otherwise transfer any of its rights or obligations hereunder except (a) to an Eligible Assignee in  accordance with Section 14.2, (b) by way of participation in accordance with the provisions of  Section 14.4, or (c) by way of pledge or assignment of a security interest subject to the  restrictions of  Section 14.6 (and any other attempted assignment or transfer by any party hereto  shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to  confer upon any Person (other than the parties hereto, their respective successors and assigns  permitted hereby, Participants to the extent provided in Section 14.4 and, to the extent expressly  contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders)  any legal or equitable right, remedy or claim under or by reason of this Agreement.  Section 14.2 Assignments by Lenders  Any Lender may at any time assign to one or more Eligible Assignees all or a portion of  its rights and obligations under this Agreement (including all or a portion of its Commitment and  the Loans at the time owing to it); provided that:  





 






- 114 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (a) except if (i) an Event of Default has occurred and is continuing or (ii) in the case  of an assignment of the entire remaining amount of the assigning Lender’s  Commitment and the Loans at the time owing to it or (iii) in the case of an  assignment to a Lender or an Affiliate of a Lender or an Approved Fund with  respect to a Lender, the aggregate amount of the Commitment or Loan being  assigned (which for this purpose includes Loans outstanding thereunder) shall not  be less than $10,000,000, unless the Administrative Agent otherwise consents to a  lower amount (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of  all the assigning Lender’s rights and obligations under this Agreement with  respect to the Loan or the Commitment assigned; (c) any assignment must be approved by the Administrative Agent and Master  Borrower (such approval not to be unreasonably withheld or delayed), after  consultation with the Borrowers, unless: (i) the proposed assignee is itself already a Lender or an Affiliate of a Lender  or an Approved Fund with respect to a Lender; (ii) the proposed assignee is the Administrative Agent or the Issuing Bank;  or (iii) an Event of Default has occurred and is continuing; and (d) the parties to each assignment shall execute and deliver to the Administrative  Agent an Assignment and Assumption, together with a processing and recordation  fee of $<*>and the Eligible Assignee, if it shall not be a Lender, shall deliver to  the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to  Section 14.3, from and after the effective date specified in each Assignment and Assumption, the  Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest  assigned by such Assignment and Assumption, have the rights and obligations of a Lender under  this Agreement and the other Loan Documents, including any collateral security, and the  assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and  Assumption, be released from its obligations under this Agreement (and, in the case of an  Assignment and Assumption covering all of the assigning Lender’s rights and obligations under  this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to  the benefits of Section 4.10 and Section 15.8, and shall continue to be liable for any breach of  this Agreement by such Lender, with respect to facts and circumstances occurring prior to the  effective date of such assignment.  Any assignment or transfer by a Lender of rights or  obligations under this Agreement that does not comply with this Section shall be treated for  purposes of this Agreement as a sale by such Lender of a participation in such rights and  obligations in accordance Section 14.4.  Any payment by an assignee to an assigning Lender in  connection with an assignment or transfer shall not be or be deemed to be a repayment by the  Borrowers or a new Loan to the Borrowers.  





 






 - 115 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Section 14.3 Register  The Administrative Agent shall maintain at one of its offices in Toronto, Ontario a copy  of each Assignment and Assumption delivered to it and a register for the recordation of the  names and addresses of the Lenders, and the Commitment of, and principal amounts of the  Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).   The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the  Administrative Agent and the Lenders may treat each Person whose name is recorded in the  Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,  notwithstanding notice to the contrary.  The Register shall be available for inspection by the  Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior  notice.  Section 14.4 Participations  Any Lender may at any time, without the consent of, or notice to, the Borrowers or the  Administrative Agent, sell participations to any Person (other than a natural person, an Obligor  or any Affiliate of an Obligor) (each, a “Participant”) in all or a portion of such Lender’s rights  and/or obligations under this Agreement (including all or a portion of its Commitment and/or 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 to the other parties hereto for  the performance of such obligations and (c) the Borrowers, the Administrative Agent and the  other Lenders shall continue to deal solely and directly with such Lender in connection with such  Lender’s rights and obligations under this Agreement.  Any payment by a Participant to a Lender  in connection with a sale of a participation shall not be or be deemed to be a repayment by the  Borrowers or a new Loan to the Borrowers.  Subject to Section 14.5, the Borrowers agrees that each Participant shall be entitled to the  benefits of Section 4.10 to the same extent as if it were a Lender and had acquired its interest by  assignment pursuant to Section 14.2.  To the extent permitted by law, each Participant also shall  be entitled to the benefits of Section 12.4 as though it were a Lender, provided such Participant  agrees to be subject to Section 12.3 as though it were a Lender.  Section 14.5 Limitations Upon Participant Rights  A Participant shall not be entitled to receive any greater payment under Sections 4.10 and  4.11 than the applicable Lender would have been entitled to receive with respect to the  participation sold to such Participant, unless the sale of the participation to such Participant is  made with the Borrowers’ prior written consent.  A Participant that would be a Foreign Lender if  it were a Lender shall not be entitled to the benefits of Section 4.11 unless the Borrowers are  notified of the participation sold to such Participant and such Participant agrees, for the benefit of  the Borrowers, to comply with Section 4.11(5) as though it were a Lender.  Section 14.6 Certain Pledges  Any Lender may at any time pledge or assign a security interest in all or any portion of its  rights under this Agreement to secure obligations of such Lender, but no such pledge or  assignment shall release such Lender from any of its obligations hereunder or substitute any such  pledgee or assignee for such Lender as a party hereto.  





 






- 116 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  ARTICLE 15 – MISCELLANEOUS  Section 15.1 Amendments, Waivers, etc.  (1) Binding Effect.  Except as otherwise provided in this Section 15.1, no amendment, waiver, discharge or termination of any provision of this Agreement or any other Loan Document and no waiver of any breach of any provision of this Agreement or any other Loan Document and no consent to any departure by a party from any provision of this Agreement: (a) shall be binding upon the Borrowers unless it is evidenced by an instrument in writing signed by the Borrowers; nor (b) be binding upon the Administrative Agent and the Lenders unless it is approved in writing by the Administrative Agent and all the Lenders or the Required Lenders, as applicable. Notwithstanding the foregoing, any amendment, waiver, discharge or termination may be validly  effected by execution by the Administrative Agent and all the Lenders or the Required Lenders,  as applicable, of an instrument in writing without requiring the execution of that instrument by  the Borrowers, so long as the amendment, waiver, discharge or termination does not adversely  affect the rights or obligations of the Borrowers.  The Administrative Agent shall forward a copy  of the written instrument to the Borrowers as soon as practicable following the execution thereof.   The amendment, waiver or consent will be effective only in the specific instance, for the specific  purpose and for the specific length of time for which it is given.  (2) Errors.  The Administrative Agent may correct any typographical error or other error of a clerical nature in this Agreement and the other Loan Documents and substitute the corrected text in the counterparts of this Agreement and the other Loan Documents if the corrections do not modify in any manner the meaning or the interpretation of this Agreement or any other Loan Document and if the Administrative Agent gives the Borrowers not less than 5 Business Days prior notice of any correction and the Borrowers does not object in writing to such correction within a period of 5 Business Days after receipt of such notice. (3) Approval of All Lenders.  Where any amendment, waiver, discharge or termination relates to the following matters, the amendment, waiver, discharge or termination requires the approval of all Lenders (or with respect to matters that affect only one Credit Facility, all the Lenders under that Credit Facility): (a) a decrease in the rate or amount of any principal, interest or fees or any other amount payable by the Borrowers or any alteration in the currency or mode of calculation or computation thereof; (b) any extension or reduction of the time for any payments required to be made by the Borrowers; (c) other than under Section 5.2 with respect to the Agreeing Lenders, any change in any Final Maturity Date; (d) the types of Borrowings available; 





 






- 117 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  (e) other than amendments to Commitments permitted pursuant to and in accordance with Section 2.6 and Section 2.7, an increase in the Commitments of any Lender or change in the severability obligations of the Lenders; (f) an extension or reduction of the notice period required in connection with any Borrowing; (g) the definition of Required Lenders; (h) amend any of the Security Documents or release the Borrower from any Security Document, in each case, except as other permitted hereunder or in the Security Document, or release all or a substantial portion of the Collateral; (i) an assignment or transfer by the Borrowers of any of its rights and obligations under this Agreement; or (j) any provision of this Section 15.1, or of Sections 2.6, 12.3 and 12.4. Any other amendment, waiver, discharge or termination requires the approval of only the  Required Lenders, which approval, if obtained, shall be binding upon all the Lenders.   Notwithstanding the foregoing, no consent with respect to any amendment, waiver or  other modification of this Agreement shall be required of any Defaulting Lender, except  with respect to any amendment, waiver or other modification referred to in clause (a), (b)  or (e) above and then only in the event such Defaulting Lender shall be directly affected  by such amendment, waiver or other modification.  (4) Request for Approval.  If the approval of a Lender is required under this Section 15.1, the Administrative Agent shall advise the Lender in writing of the issue to be decided and, if the Administrative Agent determines in its sole discretion that it is appropriate to do so, request the Lender’s approval of a course of action proposed by the Administrative Agent.  In requesting a Lender’s approval, the Administrative Agent may establish, in its discretion acting reasonably, a deadline by which the Lender shall respond to the Administrative Agent’s request. If the Lender fails to respond by that deadline, that Lender’s failure to respond shall be conclusive evidence of the disapproval by the Lender of the course of action proposed by the Administrative Agent. The Administrative Agent may, in its sole discretion and acting reasonably, extend the deadline set by the Administrative Agent by which the Lender shall respond to the Administrative Agent’s request. (5) Amendment re Rights of Administrative Agent or L/C Issuer.  Any amendment or waiver of any provision of any Loan Document that relates to the rights or obligations of the Administrative Agent or the L/C Issuer shall require the written agreement of the Administrative Agent or the L/C Issuer in such capacities, as the case may be, thereto. Section 15.2 Waivers Effective in Specific Instance  Any waiver of any provision of this Agreement or consent to any departure by a party  from any provision of this Agreement will be effective only in the specific instance, for the  specific purpose and for the specific length of time for which it is given.  





 






- 118 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Section 15.3 No Deemed Subordination  Notwithstanding anything to the contrary contained herein (including any provision for,  reference to, or acknowledgement of, any Lien or Permitted Lien), nothing herein and no  approval by the Administrative Agent or Lenders of any Lien or Permitted Lien (whether such  approval is oral or in writing) shall be construed as or deemed to constitute a subordination by  the Administrative Agent or the Lenders of any security interest or other right or interest in or to  the Collateral or any part thereof in favour of any Lien or Permitted Lien or any holder of any  Lien or Permitted Lien.  Section 15.4 Notices: Effectiveness; Electronic Communication  (1) Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as-provided in Section 15.4(2)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier or e-mail to the addresses or telecopier numbers specified elsewhere in this Agreement or, if to a Lender, to it at its address, e-mail address or telecopier number specified in the Register or, if to the Borrowers or an Obligor other than the Borrowers, in care of the Borrowers at: Lithia Master LP Company, LP  8885 Jane Street, Unit 2  Vaughan, Ontario L4K 2M6  Attention: Paul Mirretta-Barone  Director, Corporate Finance  E-mail: PaulBarone@lithia.com  Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall  be deemed to have been given when received; notices sent by telecopier shall be deemed to have  been given when sent (except that, if not given on a business day between 9:00 a.m. and  5:00 p.m. local time where the recipient is located, shall be deemed to have been given at  9:00 a.m. on the next business day for the recipient).  Notices delivered through electronic  communications to the extent provided in Section 15.4(2), shall be effective as provided therein.  (2) Electronic Communications.  Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e- mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender of Loans to be made or Letters of Credit to be issued if such Lender has notified the Administrative Agent that it is incapable of receiving notices by electronic communication.  The Administrative Agent or the Borrowers may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (a) notices and other communications sent  to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement  from the intended recipient (such as by the “return receipt requested” function, as available,  return e-mail or other written acknowledgement), provided that if such notice or other  





 






 - 119 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    communication is not sent during the normal business hours of the recipient, such notice or  communication shall be deemed to have been sent at the opening of business on the next  business day for the recipient, and (b) notices or communications posted to an Internet or intranet  website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail  address as described in the foregoing clause (a) of notification that such notice or communication  is available and identifying the website address therefore.  (3) Change of Address, etc.  Any party hereto may change its address, e-mail address or  telecopier number for notices and other communications hereunder by notice to the other parties  hereto.  Section 15.5 Further Assurances  The Borrowers shall from time to time promptly, upon the request of the Administrative  Agent, take such action, and execute and deliver such further documents as may be reasonably  necessary or appropriate to give effect to the provisions and intent of this Agreement.  Section 15.6 Judgment Currency  If for the purpose of obtaining judgment in any court it is necessary to convert any  amount owing or payable to the Administrative Agent or the Lenders under this Agreement from  the currency in which it is due (the “Agreed Currency”) into a particular currency (the  “Judgment Currency”), the rate of exchange applied in that conversion shall be that at which  the Administrative Agent, in accordance with its normal procedures, could purchase the Agreed  Currency with the Judgment Currency at or about noon on the Business Day immediately  preceding the date on which judgment is given.  The obligation of the Borrowers in respect of  any amount owing or payable under this Agreement to the Administrative Agent or Lenders in  the Agreed Currency shall, notwithstanding any judgment and payment in the Judgment  Currency, be satisfied only to the extent that the Administrative Agent, in accordance with its  normal procedures, could purchase the Agreed Currency with the amount of the Judgment  Currency so paid at or about noon on the next Business Day following that payment; and if the  amount of the Agreed Currency which the Administrative Agent could so purchase is less than  the amount originally due in the Agreed Currency, the Borrowers shall, as a separate obligation  and notwithstanding the  judgment or payment, indemnify the Administrative Agent and the  Lenders against any loss.  Section 15.7 Exercise of Rights, etc.  No failure to exercise, and no delay in exercising, on the part of the Administrative Agent  or any Lender, any right, remedy, power or privilege hereunder shall operate as a waiver thereof.   No single or partial exercise of any right, remedy, power or privilege shall preclude the exercise  of any other right, remedy, power or privilege.  Section 15.8 Expenses: Indemnity: Damage Waiver  (1) Costs and Expenses.  The Borrowers shall pay (a) all reasonable out-of-pocket expenses  incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges  and disbursements of counsel for the Administrative Agent, in connection with the syndication of  the credit facilities provided for herein, the preparation, negotiation, execution, delivery and  administration of this Agreement and the other Loan Documents or any amendments,  





 






 - 120 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    modifications or waivers of the provisions hereof or thereof (whether or not the transactions  contemplated hereby or thereby shall be consummated), (b) all reasonable out-of-pocket  expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or  extension of any Letter of Credit or any demand for payment thereunder and (c) all reasonable  out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer,  including the reasonable fees, charges and disbursements of counsel, in connection with the  enforcement or protection of its rights in connection with this Agreement and the other Loan  Documents, including its rights under this Section, or in connection with the Loans made or  Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any  workout, restructuring or negotiations in respect of such Loans or Letters of Credit.  (2) Indemnification by the Borrowers.  The Borrowers shall indemnify the Administrative  Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of  any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold  each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related  expenses, including the fees, charges and disbursements of any counsel for any Indemnitee,  incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any  Obligor arising out of, in connection with, or as a result of (a) the execution or delivery of this  Agreement, any other Loan Document or any agreement or instrument contemplated hereby or  thereby, the performance or non-performance by the parties hereto of their respective obligations  hereunder or thereunder or the consummation or non-consummation of the transactions  contemplated hereby or thereby, (b) any Loan or Letter of Credit or the use or proposed use of  the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment  under a Letter of Credit if the documents presented in connection with such demand do not  strictly comply with the terms of such Letter of Credit), (c) any actual or alleged presence or  release of Hazardous Materials on or from any property owned or operated by any Obligor, or  any Environmental Liability related in any way to any Obligor, or (d) any actual or prospective  claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on  contract, tort or any other theory, whether brought by a third party or by an Obligor and  regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not,  as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or  related expenses (x) are determined by a court of competent jurisdiction by final and non- appealable judgment to have resulted from the gross negligence or wilful misconduct of such  Indemnitee or (y) result from a claim brought by the Borrowers or any other Obligor against an  Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other  Loan Document, if the Obligor has obtained a final and nonappealable judgment in its favour on  such claim as determined by a court of competent jurisdiction, nor shall it be available in respect  of matters specifically addressed in Sections 4.10, 4.11 and 15.8(1).  (3) Reimbursement by Lenders.  To the extent that the Borrowers for any reason fails to  indefeasibly pay any amount required under Sections 15.8(1) or (2) to be paid by it to the  Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of  the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub- agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable  Percentage (determined as of the time that the applicable unreimbursed expense or indemnity  payment is sought) of such unpaid amount, provided that the unreimbursed expense or  indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by  or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its  capacity as such, or against any Related Party of any of the foregoing acting for the  





 






- 121 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity.   The obligations of the Lenders under this Section 15.8(3) are subject to the other provisions of  this Agreement concerning several liability of the Lenders.  (4) Waiver of Consequential Damages, etc.  To the fullest extent permitted by Applicable Law, the Obligors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for indirect, consequential, punitive, aggravated or exemplary damages (as opposed to direct damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby (or any breach thereof), the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (5) Payments.  All amounts due under this Section shall be payable promptly after demand therefor.  A certificate of the Administrative Agent or a Lender setting forth the amount or amounts owing to the Administrative Agent, Lender or a sub-agent or Related Party, as the case may be, as specified in this Section, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrowers shall be conclusive absent manifest error. Section 15.9 Submission to Jurisdiction  Each Obligor irrevocably and unconditionally submits, for itself and its property, to the  nonexclusive jurisdiction of the courts of the Province of Ontario, and any appellate court from  any thereof, in any action or proceeding arising out of or relating to this Agreement or any other  Loan Document, or for recognition or enforcement of any judgment, and each of the parties  hereto irrevocably and unconditionally agrees that all claims in respect of any such action or  proceeding may be heard and determined in such court.  Each of the parties hereto agrees that a  final judgment in any such action or proceeding shall be conclusive and may be enforced in other  jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this  Agreement or in any other Loan Document shall affect any right that the Administrative Agent  or any Lender may otherwise have to bring any action or proceeding relating to this Agreement  or any other Loan Document against any Obligor or its properties in the courts of any  jurisdiction.  Section 15.10 WAIVER OF JURY TRIAL  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST  EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL  BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT  OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR  THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED  ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO  (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND 





 






- 122 - EXECUTION COPY  LEGAL_38580411.20 CREDIT AGREEMENT  THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL  WAIVERS AND CERTIFICATIONS IN THIS SECTION.  Section 15.11 Counterparts  (1) Counterparts: Integration: Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Subject to Section 15.4, this Agreement shall become effective when it has been executed by the Administrative Agent and when the Administrative Agent has received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement. (2) Electronic Execution of Assignments.  The words “execution”, “signed”, “signature”, and words of like import in any Loan Document or in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform Electronic Evidence Act, as the case may be. Section 15.12 Treatment of Certain Information: Confidentiality  (1) Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to it, its Affiliates and its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap, derivative, credit-linked note or similar transaction relating to the Borrowers and its obligations, (g) with the consent of the Borrowers, or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the 





 






 - 123 - EXECUTION COPY    LEGAL_38580411.20  CREDIT AGREEMENT    Administrative Agent or any Lender on a non-confidential basis from a source other than an  Obligor.  (2) For purposes of this Section, “Information” means all information received in  connection with this Agreement from any Obligor relating to any Obligor or any of its  Subsidiaries or any of their respective businesses, other than any such information that is  available to the Administrative Agent or any Lender on a non-confidential basis prior to such  receipt.  Any Person required to maintain the confidentiality of Information as provided in this  Section shall be considered to have complied with its obligation to do so if such Person has  exercised the same degree of care to maintain the confidentiality of such Information as such  Person would accord to its own confidential information.  In addition, the Administrative Agent  may disclose to any agency or organization that assigns standard identification numbers to loan  facilities such basic information describing the facilities provided hereunder as is necessary to  assign unique identifiers (and, if requested, supply a copy of this Agreement), it being  understood that the Person to whom such disclosure is made will be informed of the confidential  nature of such Information and instructed to make available to the public only such Information  as such person normally makes available in the course of its business of assigning identification  numbers.  (3) In addition, and notwithstanding anything herein to the contrary, Administrative Agent  may provide to the Loan Pricing Corporation and/or other recognized trade publishers  information concerning Borrowers and the Credit Facilities of the nature customarily provided to  the Loan Pricing Corporation and/or other recognized trade publishers of such information for  general circulation in the loan market.  (4) With the prior written consent of Master Borrower, Administrative Agent and the  Lenders may reproduce, disclose and use customary information about Borrowers (including,  without limitation, Borrowers’ name and any identifying logos) and the transactions herein  contemplated to enable Administrative Agent and/or the Lenders to publish promotional  “tombstones” and other forms of notices of the transactions contemplated herein in a manner and  in media (including, without limitation, brochures and posting by Administrative Agent and the  Lenders on their websites) as consented to by Master Borrower.  [SIGNATURE PAGES FOLLOW]  





 






EXECUTION COPY  CREDIT AGREEMENT  THE BANK OF NOVA SCOTIA,  as Administrative Agent  By:  Name:  Title:  By:  Name:  Title:  Clement Yu Director Venita Ramjattan Associate 





 






EXECUTION COPY  CREDIT AGREEMENT  THE BANK OF NOVA SCOTIA,  as a Lender and as L/C Issuer By:  Name:  Title:  By:  Name:  Title:  David Comeau Director, National Accounts Laura Gimena Director 





 






EXECUTION COPY  CREDIT AGREEMENT  BANK OF MONTREAL, as a Lender By:  Name:  Title:  By:  Name:  Title:  





 






 





 






EXECUTION COPY  CREDIT AGREEMENT  THE TORONTO-DOMINION  BANK, as a Lender By:  Name:  Title:  By:  Name:  Title:  Richard Klump   Director, Strategic Accounts, TD Auto Finance   Mike Bernard Manager Commercial Credit, TD Auto Finance 





 






EXECUTION COPY  CREDIT AGREEMENT  BMW GROUP FINANCIAL  SERVICES, a division of BMW  CANADA INC., as a Lender By:  Name:  Title:  By:  Name:  Title:  Jim Janson Director, Sales and Marketing Michael Schroeder Chief Financial Officer 





 






EXECUTION COPY  CREDIT AGREEMENT  VW CREDIT CANADA, INC. , as a  Lender By:  Name:  Title:  By:  Name:  Title:  DocuSign Envelope ID: 07CCC2EA-5392-4925-BBCB-158846ECD4FE 6/1/2022 John Shapardanov Senior Director, Sales & Marketing Manager, Commercial Credit & Risk Karl-Étienne Piché 





 






 





 






 





 






 





 






EXECUTION COPY  LEGAL_38580411.20 1.1(1) - 1 CREDIT AGREEMENT  Schedule 1.1(1) – Accordion Agreement  Reference is made to the credit agreement made as of June 3, 2022 between, inter  alios, Lithia Master LP Company, LP together with certain of its subsidiaries, as borrowers,  The  Bank of Nova Scotia, as Administrative Agent, and the Lenders party thereto from time to time,  (as amended, restated, supplemented, replaced and otherwise modified from time to time, the  “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the  respective meanings assigned in the Credit Agreement.   RECITALS:  Pursuant to Section 2.6 of the Credit Agreement, the Borrowers wish to designate  the Accordion Lender defined below as a Lender under the Credit Agreement.  NOW, THEREFORE, for good and valuable consideration, the receipt and  sufficiency of which are acknowledged, the Borrowers, the Lenders, the Administrative Agent and  [●] (the “Accordion Lender”), hereby agree as follows: 1. The Credit Agreement shall, henceforth from the date of the execution and delivery of this Accordion Agreement, be read and construed as if the Accordion Lender were party to the Credit Agreement having all the rights and obligations of a Lender under the Credit Agreement having the [Commitment/Applicable Percentage of the [Revolving /Wholesale Flooring/Used Vehicle Flooring/Wholesale Leasing/Daily Rental] Facility Limit] set out in paragraph 2 below.  Accordingly all references in any Credit Documents to (a) any “Lender” shall be treated as including a reference to the Accordion Lender and (b) the Credit Agreement shall be treated as a reference to the Credit Agreement as supplemented by this Accordion Agreement to the intent that this Accordion Agreement and the Credit Agreement shall be read and construed together as one single agreement. 2. [The Commitment with respect to of the Accordion Lender shall be $[●] and Schedule 1.1(43) of the Credit Agreement shall be deemed to be amended accordingly. OR The Applicable Percentage of the [Commitment/Applicable Percentage of the [Revolving /Wholesale  Flooring/Used Vehicle Flooring/Wholesale Leasing/Daily Rental] Facility Limit]  with respect to the Accordion Lender shall be [●]% and the related principal amount of the [Commitment/Applicable Percentage of the [Revolving /Wholesale  Flooring/Used Vehicle Flooring/Wholesale Leasing/Daily Rental] Facility Limit] of the Accordion Lender shall be $[●], and Schedule 1.1(43) of the Credit Agreement shall be deemed to be amended accordingly.] 3. The Accordion Lender represents and warrants to each of the other parties to the Credit Agreement that it has been provided with a copy of the Credit Agreement. 4. The Accordion Lender irrevocably authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete, execute and deliver on behalf of the Accordion Lender each Loan Document to be executed by it or on its behalf and each agreement, document and instrument to be executed by it or on 





 






EXECUTION COPY  LEGAL_38580411.20 1.1(1) - 2 CREDIT AGREEMENT  its behalf pursuant to each Loan Document, and to take such action on its behalf as may be  authorized or directed pursuant to any such Loan Document.  5. This Accordion Agreement may be executed  or executed electronically in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.  Transmission of an executed signature page of this Accordion Agreement by facsimile transmission or by e-mail in pdf format shall be as effective as delivery of a manually executed counterpart hereof. 6. This Accordion Agreement shall be governed by, and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. IN WITNESS WHEREOF, the parties hereto have caused this Accordion  Agreement to be executed and delivered by their respective officers thereunto duly authorized as  of the _____________ day of _______________________, ________.  LITHIA MASTER GP COMPANY, INC., IN  ITS OWN CAPACITY AND AS GENERAL  PARTNER OF LITHIA MASTER LP  COMPANY, LP  By:  Name: ● Title: ● [INSERT NAMES OF OTHER  BORROWERS]  By:  Name: ● Title: ● THE BANK OF NOVA SCOTIA,  as Administrative Agent  By:  Name: ● Title: ● [LENDERS]  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(1) - 3 CREDIT AGREEMENT  By:  Name: ● Title: ● [ACCORDION LENDER]  By:   Name: ● Title: ● 





 






EXECUTION COPY  LEGAL_38580411.20 1.1(14) - 1 CREDIT AGREEMENT  Schedule 1.1(14) – Applicable Percentage  Facility  The Bank of  Nova Scotia  Bank of  Montreal  Royal Bank of  Canada  The Toronto- Dominion Bank  BMW Group  Financial Services,  a division of BMW  Canada Inc.   VW Credit  Canada, Inc.  Revolving  Facility  <*> <*> <*> <*> <*> <*> Wholesale  Flooring  Facility  <*> <*> <*> <*> <*> <*> Used Vehicle  Flooring  Facility   <*> <*> <*> <*> <*> <*> Wholesale  Leasing  Facility  <*> <*> <*> <*> <*> <*> 





 






EXECUTION COPY  LEGAL_38580411.20 1.1(14) - 2 CREDIT AGREEMENT  Daily Rental  Facility  <*> <*> <*> <*> <*> <*>  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(16) - 1 CREDIT AGREEMENT  Schedule 1.1(16) – Assignment and Assumption  This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the  Effective Date set forth below and is entered into by and among [Insert name of Assignor] (the  “Assignor”), [Insert name of Assignee] (the “Assignee”) and Lithia Master LP Company, LP  (the “Master Borrower”)2.  Capitalized terms used but not defined herein shall have the meanings  given to them in the Credit Agreement (as defined below), receipt of a copy of which is hereby  acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1  attached hereto are hereby agreed to and incorporated herein by reference and made a part of this  Assignment and Assumption as if set forth herein in full.  For an agreed consideration, the Assignor hereby irrevocably sells and assigns to  the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor,  subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement,  as of the Effective Date inserted by the Administrative Agent as contemplated below (a) all of  the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and  any other documents or instruments delivered pursuant thereto to the extent related to the amount  and percentage interest identified below of all of such outstanding rights and obligations of the  Assignor under the respective facilities identified below (including without limitation any letters  of credit and guarantees included in such facilities) and (b) to the extent permitted to be assigned  under Applicable Law, all claims, suits, causes of action and any other right of the Assignor (in  its capacity as a Lender) against any Person, whether known or unknown, arising under or in  connection with the Credit Agreement, any other documents or instruments delivered pursuant  thereto or the loan-transactions governed thereby or in any way based on or related to any of the  foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory  claims and all other claims at law or in equity related to the rights and obligations sold and  assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to  clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”).  Such  sale and assignment is without recourse to the Assignor and, except as expressly provided in this  Assignment and Assumption, without representation or warranty by the Assignor.  1. Assignor: 2. Assignee: [and is an Affiliate/Approved Fund of [identify  Lender]3]  3. Borrowers(s): 4. Administrative Agent: The Bank of Nova Scotia, as the administrative agent  under the Credit Agreement  5. Credit Agreement: Credit agreement dated as of June 3, 2022 among, inter  alios, Lithia Master LP Company, LP and the other entities  party thereto, as borrowers, The Bank of Nova Scotia, as  2 Master Borrower to be included as party if consent required  3  Select as applicable.  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(16) - 2 CREDIT AGREEMENT  Administrative Agent, and the other financial institutions  parties thereto, as Lenders (as further amended from time  to time, the “Credit Agreement”)  6. Assigned Interest: Facilities  Assigned  Aggregate Amount of  Commitment/Loans  for all Lenders4  Amount of  Commitment/Loans  Assigned3  Percentage Assigned  of  Commitment/Loans5  CUSIP Number  (if appl  $ $ %  $ $ %  $ $ %  7. Trade Date: ]6  [INTENTIONALLY LEFT BLANK]  4  Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective  Date.  5  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.  6  To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(16) - 3 CREDIT AGREEMENT  Effective Date:     , 20  [TO BE INSERTED BY  ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF  RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]  The terms set forth in this Assignment and Assumption are hereby agreed to:  ASSIGNOR  [NAME OF ASSIGNOR]  By:  Name:  Title:  ASSIGNEE  [NAME OF ASSIGNEE]  By:  Name:  Title:  [Consented to and] Accepted:  THE BANK OF NOVA SCOTIA,  as Administrative Agent  By:  Name:  Title:  LITHIA MASTER GP COMPANY, INC., in  its capacity and as general partner of  LITHIA MASTER LP COMPANY, LP  as Master Borrower  By:  Name:  Title:  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(16) - 4 CREDIT AGREEMENT  ANNEX 1 to Assignment and Assumption  [   ]7  STANDARD TERMS AND CONDITIONS FOR  ASSIGNMENT AND ASSUMPTION  1. Representations and Warranties. (a) Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. (b) Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 10.4(2), Section 10.4(3) and Section 10.4(4) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in  respect of the Assigned Interest (including payments of principal, interest, fees and other  amounts) to the Assignee whether such amounts have accrued prior to, on or after the Effective  Date.  The Assignor and the Assignee shall make all appropriate adjustments in payments by the  7  Describe Credit Agreement at option of Administrative Agent.  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(16) - 5 CREDIT AGREEMENT  Administrative Agent for periods prior to the Effective Date or with respect to the making of this  assignment directly between themselves.  3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the  parties hereto and their respective successors and permitted assigns.  This Assignment and  Assumption may be executed in any number of counterparts, which together shall constitute one  instrument.  Delivery of an executed counterpart of a signature page of this Assignment and  Assumption by telecopy or by sending a scanned copy by electronic mail shall be effective as  delivery of a manually executed counterpart of this Assignment and Assumption.  This  Assignment and Assumption shall be governed by, and construed in accordance with, the law  governing the Credit Agreement.  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(24) - 1 CREDIT AGREEMENT  Schedule 1.1(24) – Branch of Account  Lender  The Bank of Nova Scotia  Bank of Montreal  Royal Bank of Canada  The Toronto-Dominion Bank  Branch of Account  <*> <*> <*> <*> 





 






EXECUTION COPY  LEGAL_38580411.20 1.1(24) - 2 CREDIT AGREEMENT  BMW Group Financial Services, a  division of BMW Canada Inc.  VW Credit Canada, Inc.  <*> <*> 





 






EXECUTION COPY  LEGAL_38580411.20 1.1(43) - 1 CREDIT AGREEMENT  Schedule 1.1(43) – Commitments  Facility  The Bank of  Nova Scotia  Bank of  Montreal  Royal Bank of  Canada  The Toronto- Dominion  Bank  BMW Group  Financial  Services, a  division of  BMW Canada  Inc.   VW Credit  Canada, Inc.  Total  Revolving  Facility  <*> <*> <*> <*> <*> <*> $100,000,000.00  Wholesale  Flooring  Facility  <*> <*> <*> <*> <*> <*> $500,000,000.00  Used  Vehicle  Flooring  Facility  <*> <*> <*> <*> <*> <*> $100,000,000.00  Wholesale  Leasing  Facility  <*> <*> <*> <*> <*> <*> $400,000,000.00  Daily Rental  Facility  <*> <*> <*> <*> <*> <*> $25,000,000.00  Total $1,125,000,000.00  





 






EXECUTION COPY  Schedule 1.1(46) – Compliance Certificate  Date:  The Bank of Nova Scotia, as Administrative Agent  <*> Attention:    E-mail:      Head, Agency Services           <*> Dear Sirs/Mesdames:  Re: Lithia Master LP Company, LP  [Fiscal Quarter/Fiscal Year] ended _________________.  I, ________________________, in my capacity as ____________________________ of  Lithia Master GP Company, Inc., the General Partner of Lithia Master LP Company, LP  (“Master Borrower”), hereby certify on behalf of the Obligors and without personal liability  that:  1. I am familiar with and have examined the provisions of the credit agreement made as of June 3, 2022 between, inter alios, Master Borrower. together with certain of its subsidiaries, as borrowers, The Bank of Nova Scotia, as Administrative Agent, and the Lenders party thereto from time to time, (as amended, restated, supplemented, replaced and otherwise modified from time to time, the “Credit Agreement”) and have made such reasonable investigations of corporate records and reasonable inquiries of other officers and senior personnel of the Obligors as are sufficient to enable me to make an informed statement herein.  Capitalized terms used and not defined in this certificate shall have the meanings given to them in the Credit Agreement and all section references, unless stated otherwise, shall be references to sections of the Credit Agreement. 2. Based on the foregoing: (a) the representations and warranties of the Obligors set forth in the Credit Agreement, other than those expressly stated to be made as of a specific date, are true and correct as of the date hereof with the same effect as if such representations and warranties had been made on and as of the date hereof (except 





 






EXECUTION COPY  to the extent of any breach of representation and warranty that constitutes a  Default or Event of Default, a description of which is attached hereto);8  (b) no Default or Event of Default has occurred and is continuing on the date hereof [NTD: if there exists a Default or Event of Default, the officer shall set forth with reasonable detail the circumstances and the steps taken or proposed to be taken to cure or remedy the Default or Event of Default]; and (c) the covenants contained in the Credit Agreement have not been breached and I am not aware of any financial or other information which leads me to believe that any of such covenants will be breached during the next Fiscal Quarter of the Borrowers. FINANCIAL COVENANTS (Section 10.3)  3. As of the end of the Fiscal Quarter ended  (last day of  most recently ended Fiscal Quarter) the Fixed Charge Coverage Ratio is  __ : _ .  4. For the Fiscal Quarter period ended _________________(last day of most recently ended Fiscal Quarter): (a) Lease Adjusted Funded Debt is $_______________________  (b) EBITDAR is    $_______________________  The Leverage Ratio (i.e., (a) to (b)), was _______:_______.  5. Schedule “A” attached hereto sets forth financial data and computations evidencing the Obligor’s compliance with the covenants set out in paragraphs 3 and 4 this certificate, all of which data and computations are true, correct and complete. LITHIA MASTER GP COMPANY,  INC., in its capacity and as general  partner of LITHIA MASTER LP  COMPANY, LP  as Master Borrower  By:   Name:  Title:  8 Please attach replacement schedules hereto to the extent the representations and warranties are no longer true and correct.  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(59) - 1 CREDIT AGREEMENT  Schedule 1.1(59) – Daily Rental Borrowing Base Certificate  Date:  The Bank of Nova Scotia, as Administrative Agent  <*>  Attention:         E-mail: Head, Agency Services  <*> Dear Sirs/Mesdames:  Re: Lithia Master LP Company, LP  [Month] ended _________________.  I, ________________________, in my capacity as ____________________________ of  Lithia Master GP Company, Inc., the General Partner of Lithia Master LP Company, LP  (“Master Borrower”), hereby certify on behalf of Daily Rental Borrower and without personal  liability that:  1. I am familiar with and have examined the provisions of the credit agreement made as of June [3], 2022 between, inter alios, Master Borrower. together with certain of its subsidiaries, as borrowers, The Bank of Nova Scotia, as Administrative Agent, and the Lenders party thereto from time to time, (as amended, restated, supplemented, replaced and otherwise modified from time to time, the “Credit Agreement”) and have made such reasonable investigations of corporate records and reasonable inquiries of other officers and senior personnel of the Obligors as are sufficient to enable me to make an informed statement herein.  Capitalized terms used and not defined in this certificate shall have the meanings given to them in the Credit Agreement and all section references, unless stated otherwise, shall be references to sections of the Credit Agreement. 2. The Daily Rental Borrowing Base is:$____________________. 3. The Master Borrower hereby represents and warrants that this Certificate presents fairly the Daily Rental Borrowing Base Base and the amounts set forth herein are in compliance with the provisions of the Credit Agreement. 4. As of the date of hereof the Master Borrower confirms that: (i) no Default or Event of Default has occurred that is continuing and (ii) the representations and warranties set out in Article 9 of the Credit Agreement are true and correct. 5. Schedule “A” attached hereto is the Daily Rental Lease Management Report. All of the data and computations contained in the Daily Rental Lease Management Report are true, correct and complete. LITHIA MASTER GP COMPANY,  INC., in its capacity and as general  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(59) - 2 CREDIT AGREEMENT  partner of LITHIA MASTER LP  COMPANY, LP  as Master Borrower  By:   Name:  Title:  





 






  EXECUTION COPY    LEGAL_38580411.20 1.1(126) - 1 CREDIT AGREEMENT    Schedule 1.1(126) – Joinder Agreement  BORROWER JOINDER AGREEMENT  This Borrower Joinder Agreement (“Agreement”) dated as of _______________,  202___, is entered into by and among Lithia Master LP Company, LP (the “Master Borrower”  and together with certain of its subsidiaries party to the Credit Agreement (as defined below) as  borrowers, collectively, the “Borrowers” and each a “Borrower”), by its general partner Lithia  Master GP Company, Inc. (together with the other parties to the Credit Agreement in their  capacity as general partners of the applicable Borrower, collectively, the “General Partners”)  for the Master Borrower and on behalf of the other Borrowers and applicable General Partners,  [NEW BORROWER], a [TYPE OF ENTITY] with its [chief executive office] located in the  Province of [JURISDICTION OF ORGANIZATION] (“New Borrower”), [NEW GENERAL  PARTNER], the general partner of New Borrower, a [TYPE OF ENTITY] with its [chief  executive office] located in the Province of [JURISDICTION OF ORGANIZATION] (“New  General Partner”) and The Bank of Nova Scotia, as agent (in such capacity, the “Agent”) for  the Lenders (as defined below), who are parties to the Credit Agreement.  RECITALS  A. The Borrowers, by their respective General Partners, the financial institutions  which are from time to time parties thereto (collectively, the  “Lenders” and each a “Lender”)  and the Agent, have entered into a Credit Agreement dated as of June 3, 2022 (as same may be  amended, modified, supplemented or extended from time to time and any number of substitutions,  renewals, restatements and replacements thereof or therefor, the “Credit Agreement”), pursuant  to which the Lenders may extend credit to the Revolving Borrowers, the Wholesale Flooring  Borrowers, the Used Vehicle Flooring Borrower, Wholesale Leasing Borrower and the Daily  Rental Borrower from time to time.  B. The Borrowers have executed (i) an omnibus general security agreement (the  “Security Agreement”) creating a security interest in all of the personal property, assets and  undertaking of each of the Borrowers in favour of the Agent for and on behalf of the Lenders,  subject only to Permitted Liens, (ii) an omnibus assignment of insurance (the “Assignment”)  transferring and assigning to the Agent for and on behalf of the Lenders each of the Assignors’ (as  defined therein) interests as insureds in any and all policies of insurance with respect to the  Collateral, and (iii) an omnibus unlimited guarantee and postponement of claim (the “Guarantee”)  guaranteeing the due payment and performance to the Agent for and on behalf of the Lenders of  all Obligations of the other Borrowers, each dated as of June 3, 2022.  C. It is a condition of the Credit Agreement that New Borrower grant a first priority  Lien (subject to Permitted Liens) in all of the personal property, assets and undertaking of such  New Borrower, assign and transfer its interests as insured in any and all policies of insurance, and  guarantee the Obligations of each other Borrower to the Agent and the Lenders.  D. New Borrower also wishes to become a Borrower under the Credit Agreement  under the [Revolving Facility, the Wholesale Flooring Facility, the Used Vehicle Flooring Facility,  Wholesale Leasing Facility and the Daily Rental Facility].  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(126) - 2 CREDIT AGREEMENT  E. It is a condition of the Credit Agreement that New General Partner become a Borrower under the Credit Agreement.  For valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, New Borrower and New General Partner agree as follows:  1. Joinder. New Borrower agrees that (a) it shall be a “Designated Subsidiary”, [“Daily Rental Borrower”,] [“Used Vehicle Flooring Borrower”,] [“Wholesale Flooring  Borrower”,] [“Wholesale Leasing Borrower”,] [“Revolving Borrower”,] “Borrower” and  “Obligor”, (each as defined in the Credit Agreement and the other Loan Documents), shall be a  “Debtor” (as defined in the Security Agreement), shall be an “Assignor” (as defined in the  Assignment), and shall be a “Guarantor” (as defined in the Guarantee); and (b) all references to  “Designated Subsidiary”, [“Daily Rental Borrower”,] [“Used Vehicle Flooring Borrower”,]  [“Wholesale Flooring Borrower”,] [“Wholesale Leasing Borrower”,] [“Revolving Borrower”,]  “Borrower”, “Guarantor”, “Debtor”, “Assignor” and “Obligor” in the Credit Agreement, Security  Documents, Assignment, Guarantee and other Loan Documents shall be deemed to, and are hereby  amended to, include and refer to New Borrower (as well as the other Persons to which the  applicable term refers) from and after the date hereof. New Borrower hereby consents and agrees  to all of the terms of the Credit Agreement and the other Loan Documents to which it is a party,  and by execution of this Agreement hereby agrees that from and after the date hereof it shall be a  party to and shall be bound by and liable for, each and all of the terms, restrictions, obligations,  covenants and conditions of the Credit Agreement, Guarantee, Security Agreement, Assignment  and the other Loan Documents which are applicable to a Designated Subsidiary, [“Daily Rental  Borrower”,] [“Used Vehicle Flooring Borrower”,] [“Wholesale Flooring Borrower”,] [“Wholesale  Leasing Borrower”,] [“Revolving Borrower”,] “Borrower”, “Guarantor”, “Debtor”, “Assignor”  and “Obligor”.  New General Partner acknowledges and agrees that it is a  “General Partner” under the  Credit Agreement and agrees to be bound by the Credit Agreement as if it had been an original  signatory thereto, effective as of the date hereof.  All references in the Credit Agreement and the  other Loan Documents to the term “General Partner” or “General Partners” shall be deemed to  include New General Partner.  Without limiting the generality of the foregoing, New General  Partner hereby repeats and reaffirms all covenants, agreements, representations and warranties of  the General Partners contained in the Credit Agreement and the Loan Documents to which it is a  party, in its own capacity.  2. Other Agreements. Without limiting the foregoing, New Borrower hereby: (a) assigns, pledges, and grants to Agent for its own benefit and the benefit of the Lenders, a security interest in all of its right, title, and interest in and to the Collateral (as defined in and in accordance with the Credit Agreement and Security Agreement) as security for all Obligations (as such term is defined in the Security Agreement); (b) guarantees and promises (jointly and severally with the other Guarantors) the prompt payment and performance to Agent and the Lenders, all Obligations of the other Borrowers to Agent and the Lenders in accordance with the Guarantee, (c) assigns, transfers to the Agent for its own benefit and the benefit of the Lenders, all of its interests as insured under any and all policies of insurance with respect to the Collateral), and (d) agrees that it shall be jointly and severally liable with the other Borrowers for payment and performance of all obligations of a Borrower under the Credit Agreement and the other Loan Documents to which it is a party. 





 






EXECUTION COPY  LEGAL_38580411.20 1.1(126) - 3 CREDIT AGREEMENT  3. Representations and Warranties. Each of New Borrower and New General Partner represents and warrants to Agent and the Lenders that the execution, delivery and  performance by it of this Agreement, the Security Documents and the other Loan Documents to  which it is a party (a) are within its powers, (b) have been duly authorized by all necessary or  proper corporate, shareholder or other action, (c) do not conflict with, result in a breach or violation  of, or constitute a default under, its constating documents, any unanimous shareholders’ agreement  applicable to it or any Applicable Law, (d) do not conflict with or result in the breach or termination  of, constitute a default under, or accelerate any performance required by any Material Contract, in  each case, to the extent that such conflict, breach, termination, default or termination would  reasonably be expected to have a Material Adverse Effect, and (e) do not and will not result in the  creation of any Lien, except as set out in the Security Documents, upon any of its assets or  properties under any Material Contract.  4. Counterparts. This Agreement may be executed in any number of counterparts and by electronic delivery and by different parties and separate counterparts, each of which when  so executed shall be deemed to be an original and all of which taken together shall constitute one  and the same instrument.  Each party agrees that the electronic signatures, whether digital or  encrypted, of the parties included in this Agreement are intended to authenticate this writing and  to have the same force and effect as manual signatures. Electronic signature means any electronic  symbol or process attached to this Agreement and adopted by a party with the intent to sign this  Agreement, including facsimile or email electronic signatures. Delivery of an executed counterpart  of a signature page of this Agreement by facsimile or by sending a scanned copy by electronic  mail shall be effective as delivery of a manually executed counterpart of this Agreement.  5. Definitions and Other Interpretive Provisions. Except as otherwise defined herein, capitalized terms used herein which are defined in the Credit Agreement shall have the  meanings given to such terms therein.  [NEW BORROWER]  a [JURISDICTION] [TYPE OF  ENTITY]  [NEW GENERAL PARTNER]  a [JURISDICTION] [TYPE OF ENTITY]  By: By:  Name: Tina Miller Name: Tina Miller  Title: Authorized Agent Title: Chief Financial Officer  THE BANK OF NOVA SCOTIA,  as Administrative Agent  LITHIA MASTER GP COMPANY,  INC., an Alberta Corporation, as general  partner of LITHIA MASTER LP  COMPANY, LP  By: By:  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(126) - 4 CREDIT AGREEMENT  Name: Name:  Title: Title:  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(126) - 5 CREDIT AGREEMENT  Schedule 1.1(163) – Officer’s Certificate  OFFICER'S CERTIFICATE  (Permitted Debt - Section 10.2(3)/Permitted Distributions - Section 10.2(4)/ Permitted  Investments – Section 10.2(10)/Mandatory Prepayment (Insurance Proceeds) – Section  5.5/Permitted Dispositions – Section 10.2(1)/Permitted Expenditures – Section 10.2(11) /  Permitted Reorganization – Section 10.2(2))  [DATE]  I, ______________ , hereby certify that I am the duly appointed ________________________ of  LITHIA MASTER GP COMPANY, INC., an Alberta corporation and the General Partner of  LITHIA MASTER LP COMPANY, LP, an Alberta limited partnership (“Master Borrower”).  Capitalized terms used herein but not defined herein shall have the meanings given to them in the  Credit Agreement made as of June 3, 2022 (as amended, restated, supplemented or otherwise  modified from time to time, the “Credit Agreement”) among, inter alios, Master Borrower,  certain Subsidiaries of Master Borrower, The Bank of Nova Scotia, as Administrative Agent  for the Lenders, and the other parties thereto.  Pursuant to Section ● of the Credit Agreement, I further certify on behalf of Master Borrower  to Administrative Agent as follows:  1. [Insert description of Event]. 2. Each of the following conditions have been or will be satisfied as of the date of the [Event] (the “Event”): a. Master Borrower will be in compliance with the Financial Covenants  in the Credit Agreement both before and after giving effect to the Event. b. The Board of Directors (or other Persons exercising similar functions) of each of the sellers has not disapproved the transaction or recommended that such transaction be disapproved. [NTD: Permitted Acquisition Only] c. All representations and warranties in the Credit Agreement will be true and correct as of the date of the Event and no Default or Event of Default will have occurred and be continuing or will exist after giving effect to the Event. [Remainder of this page intentionally left blank; Signature page follows.]  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(163) - 1 CREDIT AGREEMENT  IN WITNESS WHEREOF, the undersigned has executed this Officer' s Certificate as of the  date first set forth above.  LITHIA MASTER GP COMPANY,  INC., in its capacity and as general  partner of LITHIA MASTER LP  COMPANY, LP  as Master Borrower  By:   Name:  Title:  





 






EXECUTION COPY  Schedule 1.1(186) – Revolving Borrowers  1. Lithia Master LP Company, LP. 2. Autoworks Markham, LP 3. Autoworks Woodbridge, LP 4. Canada-MC, LP 5. Guelph-S, LP 6. Lithia Canada Leasing, LP 7. Markham-B, LP 8. Markham-P, LP 9. Mississauga-B, LP 10. Motus Car Rental, LP 11. Newmarket-A, LP 12. Newmarket-V, LP 13. Richmond Hill-H, LP 14. Thornhill-H, LP 15. Vancouver-MP, LP 16. Vaughan-A, LP 17. Vaughan-P, LP 18. Vaughan-S, LP 19. Woodbridge-MC, LP 20. Woodbridge-PA, LP 





 






EXECUTION COPY  LEGAL_38580411.20 1.1(188) - 1 CREDIT AGREEMENT  Schedule 1.1(188) – Revolving Borrowing Base Certificate  Date:  The Bank of Nova Scotia, as Administrative  Agent <*> Attention:         E-mail: Head, Agency Services <*> Dear Sirs/Mesdames:  Re: Lithia Master LP Company, LP  [Month] ended _________________.  I, ________________________, in my capacity as ____________________________ of  Lithia Master GP Company, Inc., the General Partner of Lithia Master LP Company, LP  (“Master Borrower”), hereby certify on behalf of the Revolving Borrowers and without  personal liability that:  1. I am familiar with and have examined the provisions of the credit agreement made as of June 3, 2022 between, inter alios, Master Borrower, together with certain of its subsidiaries, as borrowers,  The Bank of Nova Scotia, as Administrative Agent, and the Lenders party thereto from time to time, (as amended, restated, supplemented, replaced and otherwise modified from time to time, the “Credit Agreement”) and have made such reasonable investigations of corporate records and reasonable inquiries of other officers and senior personnel of the Obligors as are sufficient to enable me to make an informed statement herein.  Capitalized terms used and not defined in this certificate shall have the meanings given to them in the Credit Agreement and all section references, unless stated otherwise, shall be references to sections of the Credit Agreement. 2. The following calculations as presented in the attached Exhibit “A” determine the Revolving Borrowing Base in accordance with the relevant definitions as set forth in the Credit Agreement and the other Loan Documents. 3. The Master Borrower hereby represents and warrants that this Certificate presents fairly the Revolving Borrowing Base and the amounts set forth herein are in compliance with the provisions of the Credit Agreement. 4. As of the date of hereof the Master Borrower confirms that: (i) no Default or Event of Default has occurred that is continuing and (ii) the representations and warranties set out in Article 9 of the Credit Agreement are true and correct. LITHIA MASTER GP COMPANY,  INC., in its capacity and as general  partner of LITHIA MASTER LP  





 






EXECUTION COPY  LEGAL_38580411.20 1.1(188) - 2 CREDIT AGREEMENT  COMPANY, LP  as Master Borrower  By:   Name:  Title:  





 






A. USED VEHICLE FLOORING BORROWING BASE ($100,000,000) 1 Total Used Inventory 2310 USED VEHICLE INVENTORY Less: 26100-RENTAL VEHICLES (New vehicles and Motus) F26081 - DEPR - SRV LOANER 2 Less: Vehicle Lien Payoffs  30100 - VEHICLE LIEN PAYOFF 30101-OFFSET VEHICLE LIEN PAYOFF 3 Less: Used Vehicles > 180 days old 4 Borrowing Base (Lines 1-2-3) 85% B Used Vehicle Flooring Facility Limit C Outstanding Used Vehicle Floorplan Loans and Used Vehicle Swingline Line Loans D Remaining Availability (Lesser of A4 or B, minus C) REVOLVING BORROWING BASE ($100,000,000)  A Canadian $25,000,000 non-formula unmargined amount 25,000,000    B Contracts-in-Transit (under 15 days) 1 Contracts in transit (CIT) 205 Contracts in Transit 2100 Vehicle Receivables 2 Less:  Contracts in transit > 15 days old 3 Net Eligible Contracts in Transit 100% C Eligible Parts and Service Accounts Receivables 1 Receivables for Parts and Accessories 2103 Customer Receivables Less: 24600-SUBLET REPAIRS SRV Less: 24610-SUBLET REPAIRS B/S Less: 24700-WORK IN PROCESS SRV Less: 24710-WORK IN PROCESS DET Less: 24720 - WORK IN PROCESS B/S 2 Less:  Receivables > 90 days and interco 3 Net Receivables for Parts and Accessories 80% D Eligible New Vehicles 100% E New Vehicle Inventory  HST Total Eligible New Vehicle Inventory  Used Vehicle Flooring Borrowing Base (Line 4 from USED VEHICLE FLOORING  BORROWING BASE above) F Real Property 1 Value of Eligible Real Property -  75% G Eligible Parts and Accessories Inventory 1 2 3 Parts and Accessories Inventory  Less:  payables to the manufacturers and financiers  Net Parts and Accessory Inventory 65% H Eligible Equipment 1 Office Equipment at Cost 2 Less:  Office Equipment accumulated depreciation 3 Service and Parts Equipment at Cost 4 Less:  Service and Parts Equipment accumulated depreciation 5 Net Equipment 40% I Deductions 1 Outstanding Wholesale Flooring Loans (including non-Motus S/L) and Wholesale Flooring Swing Line Loans Flooring Notes Payable  Less: aggregate amount held in Bulk Prepayment 2 Outstanding Used Vehicle Flooring Loans and Used Vehicle Flooring Swing Line Loans   3 Total Deductions J Borrowing Base (margined value of lines A+B3+C3+D+E+F1+G3+H5 minus I3)  K Revolving Limit L Outstanding Letters of Credit M Outstanding Balance on Revolver N Remaining Availability (Lesser of J or K, minus L+M) EXHIBIT A Lithia Master LP Company, LP Borrowing Base Calculation: Used Vehicle Flooring Facility and Revolving Facility As of __/__/__ 100,000,000 100%    100,000,000 





 






EXECUTION COPY  LEGAL_38580411.20 1.1(215) - 1 CREDIT AGREEMENT  Schedule 1.1(215) – Used Vehicle Flooring Borrowing Base Certificate  Date:  The Bank of Nova Scotia, as Administrative Agent  <*>  Attention:         E-mail: Head, Agency Services <*> Dear Sirs/Mesdames:  Re: Lithia Master LP Company, LP  [Month] ended _________________.  I, ________________________, in my capacity as ____________________________ of  Lithia Master GP Company, Inc., the General Partner of Lithia Master LP Company, LP  (“Master Borrower”), hereby certify on behalf of the Used Vehicle Flooring Borrower and  without personal liability that::  1. I am familiar with and have examined the provisions of the credit agreement made as of June 3, 2022 between, inter alios, Master Borrower. together with certain of its subsidiaries, as borrowers, The Bank of Nova Scotia, as Administrative Agent, and the Lenders party thereto from time to time, (as amended, restated, supplemented, replaced and otherwise modified from time to time, the “Credit Agreement”) and have made such reasonable investigations of corporate records and reasonable inquiries of other officers and senior personnel of the Obligors as are sufficient to enable me to make an informed statement herein.  Capitalized terms used and not defined in this certificate shall have the meanings given to them in the Credit Agreement and all section references, unless stated otherwise, shall be references to sections of the Credit Agreement. 2. The Used Vehicle Flooring Borrowing Base is:$____________________. 3. The Master Borrower hereby represents and warrants that this Certificate presents fairly the Used Vehicle Flooring Borrowing Base and the amounts set forth herein are in compliance with the provisions of the Credit Agreement. 4. As of the date of hereof the Master Borrower confirms that: (i) no Default or Event of Default has occurred that is continuing and (ii) the representations and warranties set out in Article 9 of the Credit Agreement are true and correct. 5. Schedule “A” attached hereto sets forth financial data and computations evidencing the Obligor’s compliance with the covenants set out in paragraph 2 of this certificate, all of which data and computations are true, correct and complete. 





 






EXECUTION COPY  LEGAL_38580411.20 1.1(215) - 2 CREDIT AGREEMENT  LITHIA MASTER GP COMPANY,  INC., in its capacity and as general  partner of LITHIA MASTER LP  COMPANY, LP  as Master Borrower  By:   Name:  Title:  





 






A. USED VEHICLE FLOORING BORROWING BASE ($100,000,000) 1 Total Used Inventory 2310 USED VEHICLE INVENTORY Less: 26100-RENTAL VEHICLES (New vehicles and Motus) F26081 - DEPR - SRV LOANER 2 Less: Vehicle Lien Payoffs  30100 - VEHICLE LIEN PAYOFF 30101-OFFSET VEHICLE LIEN PAYOFF 3 Less: Used Vehicles > 180 days old 4 Borrowing Base (Lines 1-2-3) 85% B Used Vehicle Flooring Facility Limit C Outstanding Used Vehicle Floorplan Loans and Used Vehicle Swingline Line Loans D Remaining Availability (Lesser of A4 or B, minus C) REVOLVING BORROWING BASE ($100,000,000)  A Canadian $25,000,000 non-formula unmargined amount 25,000,000    B Contracts-in-Transit (under 15 days) 1 Contracts in transit (CIT) 205 Contracts in Transit 2100 Vehicle Receivables 2 Less:  Contracts in transit > 15 days old 3 Net Eligible Contracts in Transit 100% C Eligible Parts and Service Accounts Receivables 1 Receivables for Parts and Accessories 2103 Customer Receivables Less: 24600-SUBLET REPAIRS SRV Less: 24610-SUBLET REPAIRS B/S Less: 24700-WORK IN PROCESS SRV Less: 24710-WORK IN PROCESS DET Less: 24720 - WORK IN PROCESS B/S 2 Less:  Receivables > 90 days and interco 3 Net Receivables for Parts and Accessories 80% D Eligible New Vehicles 100% E New Vehicle Inventory  HST Total Eligible New Vehicle Inventory  Used Vehicle Flooring Borrowing Base (Line 4 from USED VEHICLE FLOORING  BORROWING BASE above) F Real Property 1 Value of Eligible Real Property -  75% G Eligible Parts and Accessories Inventory 1 2 3 Parts and Accessories Inventory  Less:  payables to the manufacturers and financiers  Net Parts and Accessory Inventory 65% H Eligible Equipment 1 Office Equipment at Cost 2 Less:  Office Equipment accumulated depreciation 3 Service and Parts Equipment at Cost 4 Less:  Service and Parts Equipment accumulated depreciation 5 Net Equipment 40% I Deductions 1 Outstanding Wholesale Flooring Loans (including non-Motus S/L) and Wholesale Flooring Swing Line Loans Flooring Notes Payable  Less: aggregate amount held in Bulk Prepayment 2 Outstanding Used Vehicle Flooring Loans and Used Vehicle Flooring Swing Line Loans   3 Total Deductions J Borrowing Base (margined value of lines A+B3+C3+D+E+F1+G3+H5 minus I3)  K Revolving Limit L Outstanding Letters of Credit M Outstanding Balance on Revolver N Remaining Availability (Lesser of J or K, minus L+M) EXHIBIT A Lithia Master LP Company, LP Borrowing Base Calculation: Used Vehicle Flooring Facility and Revolving Facility As of __/__/__ 100,000,000 100%    100,000,000 





 






EXECUTION COPY  LEGAL_38580411.20 1.1(222) - 1 CREDIT AGREEMENT  Schedule 1.1(222) – Wholesale Flooring Borrowers  Guelph-S, LP   Markham-B, LP    Markham-P, LP    Mississauga-B, LP    Newmarket-A, LP    Newmarket-V, LP    Thornhill-H, LP    Vancouver-MP, LP    Vaughan-A, LP    Vaughan-P, LP    Woodbridge-MC, LP   Woodbridge-PA, LP   





 






EXECUTION COPY  LEGAL_38580411.20 1.1(232) - 1 CREDIT AGREEMENT  Schedule 1.1(232) – Wholesale Leasing Borrowing Base Certificate  Date:  The Bank of Nova Scotia, as Administrative Agent  <*> Attention:         E-mail: Head, Agency Services <*> Dear Sirs/Mesdames:  Re: Lithia Master LP Company, LP  [Month] ended _________________.  I, ________________________, in my capacity as ____________________________ of  Lithia Master GP Company, Inc., the General Partner of Lithia Master LP Company, LP  (“Master Borrower”), hereby certify on behalf of Wholesale Leasing Borrower and without  personal liability that::  1. I am familiar with and have examined the provisions of the credit agreement made as of June 3, 2022 between, inter alios, Master Borrower. together with certain of its subsidiaries, as borrowers, The Bank of Nova Scotia, as Administrative Agent, and the Lenders party thereto from time to time, (as amended, restated, supplemented, replaced and otherwise modified from time to time, the “Credit Agreement”) and have made such reasonable investigations of corporate records and reasonable inquiries of other officers and senior personnel of the Obligors as are sufficient to enable me to make an informed statement herein.  Capitalized terms used and not defined in this certificate shall have the meanings given to them in the Credit Agreement and all section references, unless stated otherwise, shall be references to sections of the Credit Agreement.. 2. The Wholesale Leasing Borrowing Base is:$____________________. 3. The Master Borrower hereby represents and warrants that this Certificate presents fairly the Wholesale Leasing Borrowing Base Base and the amounts set forth herein are in compliance with the provisions of the Credit Agreement. 4. As of the date of hereof the Master Borrower confirms that: (i) no Default or Event of Default has occurred that is continuing and (ii) the representations and warranties set out in Article 9 of the Credit Agreement are true and correct. 5. Schedule “A” attached hereto is the Wholesale Lease Management Report. All of the data and computations contained in the Wholesale Lease Management Report are true, correct and complete. 





 






EXECUTION COPY  LEGAL_38580411.20 1.1(232) - 2 CREDIT AGREEMENT  LITHIA MASTER GP COMPANY,  INC., in its capacity and as general  partner of LITHIA MASTER LP  COMPANY, LP  as Master Borrower  By:   Name:  Title  





 






EXECUTION COPY  LEGAL_38580411.20 3.1(1)(a) - 1 CREDIT AGREEMENT  Schedule 3.1(1)(a) – Notice of Requested Borrowing  Date:  The Bank of Nova Scotia, as Administrative Agent  <*> Attn: Senior Manager  Email: <*> Dear Sirs/Mesdames:  We refer to Section 3.1(1)(a) of the credit agreement made as of June 3, 2022 between, inter  alios, Lithia Master LP Company, LP together with certain of its subsidiaries, as borrowers,   The Bank of Nova Scotia, as Administrative Agent, and the Lenders party thereto from time to  time, (as amended, restated, supplemented, replaced and otherwise modified from time to time,  the  “Credit Agreement”).  Capitalized terms used and not defined herein have the meanings given  to them in the Credit Agreement.  We hereby confirm our request for a Borrowing under [Revolving /Wholesale  Flooring/Used Vehicle Flooring/Wholesale Leasing/Daily Rental] Facility as follows:    (a) Prime Loan for drawdown on ____________ in the amount of Cdn$______________. (b) CDOR  Loan for drawdown on ____________ in the amount of Cdn$____________ for a Contract Period of 30 days.  [We hereby confirm our request for an issue of Letters of Credit.  See attached applications]   [Insert payment instructions if payment to be made other than to applicable Borrowers’  Account]  The Borrowers hereby represent and warrant that the conditions contained in  Section 8.2 of the Credit Agreement have been satisfied and will be satisfied as of the date hereof  and before and after giving effect to the Borrowing requested herein on the applicable  Drawdown Date.  Yours truly,  [BORROWER(S)]  By: _______________________________  Name:  Title:  





 






EXECUTION COPY  LEGAL_38580411.20  3.3(3)(b) - 1 CREDIT AGREEMENT  Schedule 3.3(3)(b) – Letter of Credit Extension Request  Date:  The Bank of Nova Scotia, as Administrative Agent  <*> Attn: Senior Manager  Email: <*> Dear Sirs/Mesdames:  We refer to Section 3.3(3)(b)  of the credit agreement made as of June 3, 2022 between, inter  alios, Lithia Master LP Company, LP together with certain of its subsidiaries, as borrowers,   The Bank of Nova Scotia, as Administrative Agent, and the Lenders party thereto from time to  time, (as amended, restated, supplemented, replaced and otherwise modified from time to time,  the  “Credit Agreement”).  Capitalized terms used and not defined herein have the meanings given  to them in the Credit Agreement.  We hereby confirm that:  (a) [we wish extension(s) of the maturity date(s) of the following Letter(s) of Credit (i) Letter of Credit No. _____________. (ii) Beneficiary ____________________________________. (iii) Amount Cdn$____________________. (iv) Expiry Date __________________________] [Repeat for each instrument to be replaced.]  (b) each such Letter of Credit will continue to be subject to the terms and conditions of any agreements applicable to that Letter of Credit.] [or] [(a) we wish to amend Letter(s) of Credit No. _________ as follows: [NTD: insert description of requested amendment(s)]] The Borrowers hereby represent and warrant that the conditions contained in Section 8.2 of  the Credit Agreement have been satisfied and will be satisfied as of the date hereof and before  and after giving effect to such Letter of Credit Extension Request.  Yours truly,  [BORROWER (S)]  





 






EXECUTION COPY  LEGAL_38580411.20  3.3(3)(b) - 2 CREDIT AGREEMENT  By: _______________________________  Name:  Title:  





 






EXECUTION COPY  LEGAL_38580411.20 3.3(11) - 1 CREDIT AGREEMENT  Schedule 3.3(11) – Existing L/Cs  Borrower Current Limit Beneficiary  Vancouver-MP, LP <*> Registrar of Motor Vehicle Sales  Authority of BC  Lithia Canada Leasing, LP <*> Registrar of Motor Vehicle Sales  Authority of BC  Lithia Master LP Company,  LP  <*> City of Markham  Lithia Master LP Company,  LP  <*> Regional Municipality of York  Lithia Master LP Company,  LP  <*> Town of Newmarket  Lithia Master LP Company,  LP  <*> Town of Newmarket  Lithia Master LP Company,  LP  <*> McLaren Automotive  





 






EXECUTION COPY  LEGAL_38580411.20 3.4 - 1 CREDIT AGREEMENT  Schedule 3.4 – Conversion Option Notice  Date:  The Bank of Nova Scotia, as Administrative Agent  <*> Attn: Senior Manager  Email: <*>  Dear Sirs/Mesdames:  We refer to Section 3.4 of the credit agreement made as of June 3, 2022 between, inter alios,  Lithia Master LP Company, LP together with certain of its subsidiaries, as borrowers,  The  Bank of Nova Scotia, as Administrative Agent, and the Lenders party thereto from time to time,  (as amended, restated, supplemented, replaced and otherwise modified from time to time, the  “Credit Agreement”).  Capitalized terms used and not defined herein have the meanings given  to them in the Credit Agreement.  We hereby give notice of our irrevocable request for a conversion of Borrowings under  [Revolving /Wholesale Flooring/Used Vehicle Flooring/Wholesale Leasing/Daily Rental]  Facility in the amount of Cdn$   outstanding by way of [Prime Loans/CDOR  Loans] into corresponding Borrowings by way of [Prime Loans/CDOR Loans] on the    day of   ____ , 20 .  [The last day of the relevant Contract Period for the CDOR  Loans is the  day of , 20         .]   We wish to convert the following Borrowings on: ___/_____/_____.  Day   Month Year  Type of Borrowing  Outstanding  Amount to be Converted Type of Borrowing  Requested by Conversion  Prime Loans Cdn$ CDOR Loans  CDOR Loans Cdn$ Prime Loans  The new Contract Period if converting to CDOR Loans shall be 30 days.  The Borrowers hereby represent and warrant that the conditions contained in Section 8.2  of  the Credit Agreement have been satisfied and will be satisfied as of the date hereof and before  and after giving effect to such Conversion on the applicable Conversion Date.  





 






EXECUTION COPY  LEGAL_38580411.20 3.4 - 2 CREDIT AGREEMENT  Yours truly,  [BORROWER(S)]  By:   Name:  Title:  





 






EXECUTION COPY  LEGAL_38580411.20 5.6 - 1 CREDIT AGREEMENT  Schedule 5.6 – Notice of Repayment  Date:  The Bank of Nova Scotia, as Administrative Agent  <*> Attn: Senior Manager  Email: <*>  Dear Sirs/Mesdames:  We refer to Section 5.6 of the credit agreement made as of June 3, 2022 between, inter alios,  Lithia Master LP Company, LP together with certain of its subsidiaries, as borrowers, The Bank  of Nova Scotia, as Administrative Agent, and the Lenders party thereto from time to time, (as  amended, restated, supplemented, replaced and otherwise modified from time to time, the  “Credit Agreement”).  Capitalized terms used and not defined herein have the meanings given  to them in the Credit Agreement.  We hereby give you irrevocable notice that we shall repay certain of the Borrowings under  [Revolving /Wholesale Flooring/Used Vehicle Flooring/Wholesale Leasing/Daily Rental]  Facility as follows (repeat for each Borrowing to be repaid):  1. Date of repayment ________/________/________ (not less than three (3) Business Day  Month  Year Days from the date of this notice. 2. Aggregate amount of repayment of $____________________  in accordance with the following: Prime Loans of Cdn$ ______________________________  CDOR Loans of Cdn$ ______________________________  Yours truly,  [BORROWER(S)]  By: _______________________________  Name:  Title:  





 






EXECUTION COPY  LEGAL_38580411.20 5.8 - 1 CREDIT AGREEMENT  Schedule 5.8 – Notice of Cancellation of Credit Facility  Date:  The Bank of Nova Scotia, as Administrative Agent  <*> Attn: Senior Manager  Email: <*> Dear Sirs/Mesdames:  We refer to Section 5.8 of the credit agreement made as of June 3, 2022 between,  inter alios, Lithia Master LP Company, LP together with certain of its subsidiaries, as  borrowers,  The Bank of Nova Scotia, as Administrative Agent, and the Lenders party thereto  from time to time, (as amended, restated, supplemented, replaced and otherwise modified from  time to time, the “Credit Agreement”).  Capitalized terms used and not defined herein have the  meanings given to them in the Credit Agreement.  We hereby give you notice of cancellation and reduction in the amount of Cdn $____________ of the [Revolving /Wholesale  Flooring/Used Vehicle  Flooring/Wholesale Leasing/Daily Rental] Facility [Limit/Commitment] effective as at  ___________________________ [insert date, which shall be no earlier than 5 Business Days  after the date on which this Notice of Cancellation is received by the Administrative  Agent].  Following such cancellation, the [Revolving /Wholesale Flooring/Used Vehicle  Flooring/Wholesale Leasing/Daily Rental] Facility [Limit/Commitment] shall be Cdn $____________.  Yours truly,  [BORROWER(S)]  By:___________________________  Name:  Title:  





 






EXECUTION COPY  LEGAL_38580411.20 9.1(8) - 1 CREDIT AGREEMENT  Schedule 9.1(8) – Owned Property  Nil.  





 






EXECUTION COPY  LEGAL_38580411.20 9.1(9) - 1 CREDIT AGREEMENT  Schedule 9.1(9) – Real Property Leases  Municipal Address Lessee Lessor  1. 33 Auto Park Circle,  Woodbridge, Ontario  Woodbridge-MC, LP Lithia Canada Real Estate, Inc.  2. 4505 Dixie Road, Mississauga,  Ontario   Mississauga-B, LP Lithia Canada Real Estate, Inc.  3. 101 Auto Park Cir, Woodbridge,  ON   Woodbridge-PA, LP  Autoworks  Woodbridge, LP  Lithia Canada Leasing,  LP  Woodbridge-MC, LP  Lithia Canada Real Estate, Inc.  4. 12 Wilbert Street, Guelph,  Ontario   Guelph-S, LP Lithia Canada Real Estate, Inc.  5. 115 Auto Park Circle,  Woodbridge ON   Vaughan-A, LP Lithia Canada Real Estate, Inc.  6. 16775 Leslie St, Newmarket, ON Newmarket-A, LP Lithia Canada Real Estate, Inc.  7. 16885 Leslie St, Newmarket, ON Newmarket-V, LP Lithia Canada Real Estate, Inc.  8. 16821/16831 Leslie St,  Newmarket, ON   Newmarket-A, LP  Newmarket-V, LP  Lithia Canada Real Estate 2 Inc.  9. 1711 West 2nd Avenue,  Vancouver, BC  Lithia Canada Real  Estate, Inc.  Sublease or other  agreement with  Vancouver-MP, LP  and Woodbridge-PA,  LP to use space  David Ratner  10. 1725 West 2nd Avenue,  Vancouver, BC  Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Vancouver-MP, LP  and Woodbridge-PA,  LP to use space  David Ratner  11. 214 Courtland Avenue, Vaughan,  Ontario  Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Autoworks  Woodbridge, LP to use  space  N.H.D. Developments Limited  





 






EXECUTION COPY  LEGAL_38580411.20 9.1(9) - 2 CREDIT AGREEMENT  12. 105 & 131 Four Valley Dr.,  Concord, ON   Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Vaughan-P, LP to use  space  Playacor Holdings Ltd.  13. 9088 Jane St, Concord, ON Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Vaughan-A, LP and  Vaughan-S, LP to use  space  Automotive Properties Limited  Partnership   14. 5539-6 St SE, Calgary, AB Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Vancouver-MP, LP  and Lithia Canada  Leasing, LP to use  space  J.K. Molnar (International) Inc.  15. 8111 Kennedy Road, Markham,  Ontario  Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Markham-B, LP to use  space  8111 Kennedy Markham Inc.  16. Unit 1, 78 Trowers Road,  Woodbridge, ON  Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Woodbridge-MC, LP  to use space  DASS Investments Holdings Inc.  17. 9001 Jane Street, Vaughan, ON Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Vaughan-A, LP to use  space  Lorwood Holdings Inc.  18. 8590 McCowan Rd., Unionville,  ON  Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Markham-P, LP to use  space  The Cadillac Fairview Corporation  Ltd.   





 






  EXECUTION COPY    LEGAL_38580411.20 9.1(9) - 3 CREDIT AGREEMENT    19.  7997 Kennedy Rd, Unionville,  ON   Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Markham-B, LP to use  space  Sub-Landlord: 2122192 Ontario  Inc.   Property Owner: 1788289 Ontario  Inc.   20.  800 Rodick Rd, Markham, ON     Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Markham-B, LP to use  space  Zoom Parking Markham   21.  71 Four Valley Dr., Concord, ON Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Vaughan-P, LP to use  space  Danaher Canada Partnerships Inc.   22.  189 Bullock Dr, Markham, ON     Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Autoworks Markham,  LP to use space  PS Canada Company Two ULC  23.  8240 Woodbine Ave, Markham,  ON  Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Markham-B, LP to use  space  Tallman Truck Centre  24.  535 Hornby St, Vancouver, BC     Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Vancouver-MP, LP to  use space  Easy Park   25.  1-89 Connie Crescent, Concord,  ON   Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Markham-P, LP,  Vaughan-P, LP, and  Vaughan-A, LP to use  space  Condor Properties Ltd.   





 






EXECUTION COPY  LEGAL_38580411.20 9.1(9) - 4 CREDIT AGREEMENT  26. 8885 Jane Street, Concord, ON  L4K 2M6  Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Richmond Hill-H, LP  Jane-Locke Properties Inc.  27. 88 Steeles Avenue West,  Thornhill, ON L4J 1A1  Lithia Canada Real  Estate, Inc.  Sub-lease or other  agreement with  Thornhill-H, LP  1306497 Ontario Inc.  





 






EXECUTION COPY  LEGAL_38580411.20 9.1(11) - 1 CREDIT AGREEMENT  Schedule 9.1(11) – Location of Assets, Places of Business  Chief Executive Office for all Obligors: 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Registered Office for all Obligors, except  Thornhill-H, LP and Thornhill-H GP, Inc.:  Suite 4000, 421 – 7th Ave SW, Calgary,  Alberta T2P 4K9  Registered Office of Thornhill-H, LP and  Thornhill-H GP, Inc.:  8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Jurisdiction of formation of all Obligors,  except Thornhill-H, LP and Thornhill-H  GP, Inc.  Alberta  Jurisdiction of formation of Thornhill-H,  LP and Thornhill-H GP, Inc.  Ontario  Name of Obligor(s) Principle places of business and other  places of business or Asset locations  Autoworks Markham, LP 189 Bullock Dr, Markham, ON  Autoworks Markham GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Autoworks Woodbridge, LP 101 Auto Park Cir, Woodbridge, ON  214 Courtland Avenue, Vaughan, Ontario  Autoworks Woodbridge GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Canada-MC, LP 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Canada-MC GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Guelph-S, LP 12 Wilbert Street, Guelph, Ontario  Guelph-S GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Lithia Canada Leasing, LP 101 Auto Park Cir, Woodbridge, ON  5539-6 St SE, Calgary, AB  





 






EXECUTION COPY  LEGAL_38580411.20 9.1(11) - 2 CREDIT AGREEMENT  Lithia Canada Leasing GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Lithia Master LP Company, LP 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Lithia Master GP Company, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Markham-B, LP 8111 Kennedy Road, Markham, Ontario  7997 Kennedy Rd, Unionville, ON  800 Rodick Rd, Markham, ON  8240 Woodbine Ave, Markham, ON  Markham-B GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Markham-P, LP 8590 McCowan Rd., Unionville, ON  1-89 Connie Crescent, Concord, ON Markham-P GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Mississauga-B, LP 4505 Dixie Road, Mississauga, Ontario  Mississauga-B GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Motus Car Rental, LP 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Motus Car Rental GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Newmarket-A, LP 16775 Leslie St, Newmarket, ON  16885 Leslie St, Newmarket, ON  16821/16831 Leslie St, Newmarket, ON  Newmarket-A GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Newmarket-V, LP 16885 Leslie St, Newmarket, ON  16821/16831 Leslie St, Newmarket, ON  





 






EXECUTION COPY  LEGAL_38580411.20 9.1(11) - 3 CREDIT AGREEMENT  Newmarket-V GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Richmond Hill-H, LP Unit 1, 8885 Jane Street, Concord, Ontario  L4K 2M6  Richmond Hill-H GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Thornhill-H, LP 88 Steeles Avenue West, Thornhill, Ontario  L4J 1A1  Thornhill-H GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Vancouver-MP, LP 1711 West 2nd Avenue, Vancouver, BC  1725 West 2nd Avenue, Vancouver, BC  5539-6 St SE, Calgary, AB  535 Hornby St, Vancouver, BC  Vancouver-MP GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Vaughan-A, LP 115 Auto Park Circle, Woodbridge ON  9088 Jane St, Concord, ON  9001 Jane Street, Vaughan, ON  1-89 Connie Crescent, Concord, ON Vaughan-A GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Vaughan-P, LP 105 & 131 Four Valley Dr., Concord, ON  71 Four Valley Dr., Concord, ON  1-89 Connie Crescent, Concord, ON Vaughan-P GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Vaughan-S, LP 9088 Jane St, Concord, ON  Vaughan-S GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  





 






EXECUTION COPY  LEGAL_38580411.20 9.1(11) - 4 CREDIT AGREEMENT  Woodbridge-MC, LP 33 Auto Park Circle, Woodbridge, Ontario  101 Auto Park Cir, Woodbridge, ON  Unit 1, 78 Trowers Road, Woodbridge, ON  Woodbridge-MC GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  Woodbridge-PA, LP 101 Auto Park Cir, Woodbridge, ON  1711 West 2nd Avenue, Vancouver, BC  1725 West 2nd Avenue, Vancouver, BC  Woodbridge-PA GP, Inc. 8885 Jane St Unit 2 Vaughan, Ontario L4K  2M6  





 






  EXECUTION COPY    LEGAL_38580411.20 9.1(17) - 1 CREDIT AGREEMENT    Schedule 9.1(17) – Canadian Benefit and Pension Plans  Nil.  





 






EXECUTION COPY  LEGAL_38580411.20 9.1(18) - 1 CREDIT AGREEMENT  Schedule 9.1(18) – Labour Matters  Nil.  





 






EXECUTION COPY  LEGAL_38580411.20 9.1(20) - 1 CREDIT AGREEMENT  Schedule 9.1(20) – Corporate Organization  See Attached.  





 






Lithia Motors, Inc. Canadian Entities – Pfaff Acquisition May, 2022  LITHIA MOTORS,  INC. Lithia Canada Holding  Company, Inc.* Lithia Canada  Real Estate, Inc.* Lithia Master GP  Company, Inc.* 100% 89.9% 0.01% Lithia  Master LP  Company, LP*   *Entities formed under the laws of the Province of Alberta 89.89%100% #44645423.3 Pfaff Motors Inc. 10.1% 10.1% Lithia Canada  Real Estate 2,  Inc.* 100% **Entities formed under the laws of the Province of Ontario Mississauga- B GP, Inc.* 100% 0.01% 99.99% Mississauga -B, LP* Markham-P  GP, Inc.* 99.99%0.01% Markham- P, LP* 100% Markham-B  GP, Inc.* 100% 0.01% 99.99% Markham- B, LP Motus Car  Rental GP,  Inc.* Motus Car  Rental, LP* 100% 0.01% 99.99% Vaughan- P, LP* 0.01% 99.99%Vaughan-P  GP, Inc.* 100% Autoworks  Woodbridge  GP, Inc.* Autoworks  Woodbridge ,  LP* 100% 0.01% 99.99% Lithia  Canada  Leasing GP,  Inc.* 100% 0.01% 99.99% Lithia  Canada  Leasing, LP* Guelph-S  GP, Inc.* Guelph- S, LP* 100% 0.01% 99.99% Canada-MC  GP, Inc.* Canada- MC, LP* 100% 0.01% 99.99% Woodbridge- PA GP, Inc.* Woodbridge- PA, LP* 100% 0.01% 99.99% Vancouver- MP GP, Inc.* Vancouver -MP, LP* 100% 99.99%0.01% Woodbridge- MC GP, Inc.* 100% 0.01% 99.99% Woodbridge -MC, L P* Vaughan-S  GP, Inc.* 100% 0.01% 99.99% Vaughan- S, LP* Richmond  Hill-H GP,  Inc.* Richmond  Hill-H, LP 100% 0.01% 99.99% Vaughan-A  GP, Inc.* Vaughan- A, LP* 100% 0.01% 99.99% Newmarket- V GP, Inc.* Newmarket -V, LP* 100% 0.01% 99.99% Newmarket- A GP, Inc.* Newmarket -A, LP* 100% 0.01% 99.99% Autoworks  Markham  GP, Inc.* 100% 0.01% 99.99% Autoworks  Markham, LP*