EACH LOAN PARTY
REAFFIRMS THE REPRESENTATIONS AND WARRANTIES IN EACH OF THE EXISTING LOAN
DOCUMENTS AND AGREES THAT (A) EXCEPT AS AMENDED PREVIOUSLY OR IN CONNECTION
HEREWITH, EACH LOAN DOCUMENT IS AND SHALL REMAIN VALID AND ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS AND (B) SUCH LOAN PARTY HAS NO CLAIMS, DEFENSES,
SETOFFS, COUNTERCLAIMS OR CLAIMS FOR RECOUPMENT AGAINST LENDER OR THE
INDEBTEDNESS AND OBLIGATIONS REPRESENTED BY THE NOTES, GUARANTIES, LC
AGREEMENTS, LETTER OF CREDIT, AND OTHER LOAN DOCUMENTS.
6.
EXPENSES.
BORROWER SHALL PAY ALL COSTS,
FEES AND EXPENSES INCURRED BY LENDER IN CONNECTION WITH THE PREPARATION,
NEGOTIATION, EXECUTION, AND DELIVERY OF THIS AGREEMENT AND ANY OTHER DOCUMENT
REQUIRED TO BE FURNISHED HEREWITH, INCLUDING WITHOUT LIMITATION THE CHARGES OF
LENDER'S LEGAL COUNSEL.
7.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN
ORIGINAL, AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO
CONSTITUTE BUT ONE DOCUMENT.
8.
COPIES.
EACH LOAN PARTY ACKNOWLEDGES
RECEIPT OF A COPY OF THIS AMENDMENT.
THE LOAN AGREEMENT AND NEW REVOLVING NOTE,
TOGETHER WITH ALL AMENDMENTS THERETO FROM TIME TO TIME, ARE "TRANSFERABLE
RECORDS" AS DEFINED IN APPLICABLE LAW RELATING TO ELECTRONIC TRANSACTIONS.
THEREFORE, LENDER MAY, ON BEHALF OF BORROWER, CREATE A MICROFILM OR OPTICAL DISK
OR OTHER ELECTRONIC IMAGE OF THE LOAN AGREEMENT AND NEW REVOLVING NOTE (AND ALL
AMENDMENTS THERETO) THAT IS AN AUTHORITATIVE COPY OF THE LOAN AGREEMENT AND NEW
REVOLVING NOTE AS DEFINED IN SUCH LAW.
LENDER MAY STORE THE AUTHORITATIVE COPY
IN ITS ELECTRONIC FORM AND THEN DESTROY THE PAPER ORIGINAL AS PART OF LENDER'S
NORMAL BUSINESS PRACTICES.
LENDER, ON ITS OWN BEHALF, MAY CONTROL AND TRANSFER
SUCH AUTHORITATIVE COPY AS PERMITTED BY SUCH LAW.
9.
DISCLOSURE.
UNDER OREGON LAW, MOST
AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS CONCERNING LOANS AND OTHER
CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR
SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS
CONSIDERATION AND BE SIGNED BY THE LENDER TO BE ENFORCEABLE.
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LITHIA FINANCIAL CORPORATION
LITHIA MOTORS, INC.
By:
Jeffrey B. DeBoer
By:
Jeffrey B. DeBoer
Its:
Secretary and Treasurer
Its:
Chief Financial Officer
LITHIA AIRCRAFT, INC.
U.S. BANK NATIONAL ASSOCIATION
By:
Jeffrey B. DeBoer
By:
Steve Paladino
Its:
Secretary and Treasurer
Its:
Senior Vice President
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